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Ask HN: Why are contracts written so poorly?

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Ask HN: Why are contracts written so poorly?

#1
I have been working on writing a contract/proposal. So I compiled the things to include in contract, then I looked at a template to write them down formally.

However, I have been going through this template for over 4 hours and still unable to understand a single line because its just so bad english.

I am kind of irritated & angry at the same time. We are all told that we should write proper, concise, accurate and clear. But when it comes to writing contracts where everything should be crystal clear, we have to revert to writing jumbled up phrases, 10 lines long sentences and highly complicated words.

I feel that there is a huge gap between how people/companies interact with each other now and the formalities of paper work. Perhaps an opportunity of a startup that would introduce a new way of writing contracts

Re: Ask HN: Why are contracts written so poorly?

#3
However, I have been going through this template for over 4 hours and still unable to understand a single line because its just so bad english.

Contracts are not actually english, although they may contain familiar words. Contracts are actually a kind of code designed to be run in a courtroom. Many of the silly sounding words and phrases are actually reserved words in this code and have special meanings.

Sometimes the obfuscation is deliberate on the part of the legal profession in order to keep them all employed. (At least there is no incentive for them to make it simpler.)

Don't feel bad. Imagine how a lawyer would feel if confronted by a large perl script that his entire livelihood may or may not depend on. :)

Re: Ask HN: Why are contracts written so poorly?

#4
Maybe people could just agree on a canon of shorthand phrases (in clear english) that expand to legalese mumbo-jumbo. Then slap a huge disclaimer "this document uses ClearContract[tm] shorthand" on.

Seriously though, this problem is not limited to contracts. Most of the law is written in a convoluted way, because there's so much legacy code in there, and also because codifying real life is just such a complex undertaking.

Re: Ask HN: Why are contracts written so poorly?

#6
post #4

Maybe people could just agree on a canon of shorthand phrases (in clear english) that expand to legalese mumbo-jumbo. Then slap a huge disclaimer "this document uses ClearContract[tm] shorthand" on. Seriously though, this problem is not limited to contracts. Most of the law is written in a convoluted way, because there's so much legacy code in there, and also because codifying real life is just such a complex underta…

> Maybe people could just agree on a canon of shorthand phrases (in clear english) that expand to legalese mumbo-jumbo. Then slap a huge disclaimer "this document uses ClearContract[tm] shorthand" on.

Well, they already use include files, so why not? :-)

Re: Ask HN: Why are contracts written so poorly?

#8

I sometimes wish it was as simple as saying "this contract to be interpreted in the spirit of the following examples", and then a small summary + examples.

You see, I don't get it. Contracts specify a deal between two or more entities. If these entities disagree on a matter, they can go to court. The court can decide the matter based on terms in the contract.

If the contract is not in legalese, but is in normal clear English, a court should (and I'll assume it would) decide the same way. If the "clear English" is somehow ambiguous, the court should decide it in the spirit of what parties most likely meant when they signed the contract. It can determine that on little clues in the language, but also on accompanying letters, or even on what is considered normal behaviour in the same kind of situation.

So, why doesn't it work like that? Why is everybody so afraid to write clear English which describes what we mean?

I look upon this with a foreigner's eye. I have no problem reading most Dutch contracts and even laws that come my way. It takes longer to read than an average news paper article, but I can figure it out quite easily. I'm well educated, but I don't have a law degree.

Re: Ask HN: Why are contracts written so poorly?

#9
post #8

I sometimes wish it was as simple as saying "this contract to be interpreted in the spirit of the following examples", and then a small summary + examples.

You see, I don't get it. Contracts specify a deal between two or more entities. If these entities disagree on a matter, they can go to court. The court can decide the matter based on terms in the contract. If the contract is not in legalese, but is in normal clear English, a court should (and I'll assume it would ) decide the same way. If the "clear English" is somehow ambiguous, the court should decide it in the spi…

Legalese is English (or whatever language) evolved by trial and error over several decades to be as unambiguous as possible.

Thing is, contracts are for when you get in a fight, and once you're there, figuring out in a fair manner what spirit you were in when signing is an incredibly hard problem.

Re: Ask HN: Why are contracts written so poorly?

#10
You'll get used to it. Its always difficult understanding/negotiating contract for the first few times.

I started liking that language after going through that process a few times.

Tip: Try to read as slow as you can and don't miss any word/phrase. Look up dictionary if you need to.

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