Ask HN: Why are contracts written so poorly?

I'm putting my support behind this interpretation of the complaint.

I spent some time at a gov't subcontractor and the copy-paste version of cya was clear as day. Sometimes you'd see where search/replace failed and there would be other program names.

It was a mess and I'm fairly certain it was because of our size. Fighting a contract in court is an expensive and potentially reputation damaging prospect, so if you have significantly less resources at your disposal it is very likely that you won't be able to fight the baked in vagueness and contradiction.

what bothers me is that people consider lengthy, complex and un-understandable contracts better than easy and simple ones. having said that, a lot of people also consider weird looking code superior to simple but equivalent code

It's a problem. No modern man understands all his written obligations.

> Perhaps an opportunity of a startup that would introduce a new way of writing contracts

Yes! Every contract I've ever seen is just an analog program, a decision tree really. Legal concepts are mostly classes. Since you can do things like multiple inheritance with OO you should be able to mimic contract law in a program. But is designing such a service lucrative?

The hardest language in contracts - apart from all the whereupons and nods to the Magna Carta - has to do with contingency planning and minor details. It's all the "if A then B when (C | D)" cover-your-ass reserve. That stuff can get pretty terse and for most people it's a total waste of time to muddle through, so we just sign it and hope it didn't give away our wife as chattel. Of course when we cut out these complexities our contracts might not be as watertight. But I think this should be a judgment call between the participants. What good is a "safe" agreement if no one but a judge can understand it?

You would probably want to focus on a small, profitable subset of contracts. Take web startup investing. There ought to be a way for Startup X to have a form on its site that lets me invest in their company. Maybe that's just too wild of an idea for 2009 but if startups become financially transparent -- I mean really transparent -- micro investing is bound to happen. Government loopholes notwithstanding.

Your analogy is more wrong than right. It is right in the sense that ordering from a menu at a restaurant can be a kind of code, but it is really just a subset of the common language useable by anyone. If you don't understand what you will get when you order, don't order it, because it might be crap; ask them and they will tell you what it is, in whatever common language is used in that restaurant.

A contract is a "meeting of minds", and the minds are the minds of the parties not the minds of lawyers and judges. If the parties can't understand it, it is not a contract, any more than the signature of an Alzheimer's patient is valid, and signing something not clear and plain is a bad idea.

In the Anglo-Saxon/British-American/Western/Modern or whatever you want to call it system of law, we do not have specialized codes that require experts to be intermediaries between parties to a contract.

Humanity has experimented with the specialized code / scribe / clerk way of doing law. Often when an advanced society does not have widespread literacy, there is a specialized class through which all legal actions must flow; but as the aphormism says, "the life of the law is in experience not logic", and however appealing to technical people those special codes and classes of experts might be, experience shows that the code / expert societies are replaced by the common language / accessible court system.

Enough bullshit philosophy and history: here's some actually useful advice. Collect example, well and simply written contracts. Start from example contracts in the Nolo publications or books like "Legal Forms for Everyone" by Carl W. Battle (ISBN 978-1-58115-451-1). If you have business contacts who have done similar contracts, ask them for a copy that you can use as a template.

After all, that is all the high-priced legal firms do. They have their collection of cribs of previous documents and they re-work and re-combine as needed.

This is not to belittle the legal profession or suggest you don't need a lawyer. Simply because you can express something in simple clear language and both parties agree, does not mean it will hold up in court or that it is a good idea.

Think of Legalese as C++ for the law. Very powerful, often verbose, and very easy to get into trouble if you don't understand how it works.

Many awkward sounding phrases actually refer to a specific case law precedent. Judges are disinclined to contradict a previous ruling. By inserting the phrase into a contract and both parties agreeing to the contract you actually save time/money because when it comes time to sue the issue has already been decided by the phrase. The court just needs to determine if the facts fit the previous case law.

Think of these awkward sounding phrases as macros that other people have written over decades and now belong to the common code base called case law. They might be very difficult to understand at first, but their near universal meaning makes them more valuable than writing your own 'clearer' version. If your version goes to court the judge will have to interpret your new language instead of referring to prior case law. Since most judges are very busy and you clearly don't know what you were doing they will probably ignore your language. Just pray you didn't let the other party insert theirs.

What's more each type of law has it's own specific phrases. A construction law attorney was explaining to me that the specific phrase 'workmanlike performance' can create a warranty that may not be implied by law for the specific services at issue. But 'does good job' isn't the same thing.