Balancing Plain Language and Legalese | ContractRoom



by ContractRoom

03 150p-01.jpgContrary to what might first appear to be the case, long, dense contracts filled with legalese are not necessarily more thorough and do not necessarily do a better job at offering legal protection than shorter, plainer contracts. In fact, long and unwieldy contracts are often harder to navigate, harder to understand, harder to control, and possibly, harder to defend in the courtroom.

With the advent of modular, digitized contracts, we have been presented with almost unlimited opportunities to create new tools and new practices that aid in clarity and brevity while going beyond the physical, written page. One of the most exciting tools that has come with the digital age is hyperlinking.

Contract hyperlinking can be utilized in two major ways:

  • Defining terms. Many contracts can quickly bulk up due to the addition of lengthy legal terms and definitions. In addition, many of these legal definitions are boilerplate copy that appear in often in contract writing. This copy can be distracting and make it more difficult to locate the more important passages in the contract.
  • Cross-referencing and navigation. Hyperlinking can also be used to guide readers to relevant passages in a contract at appropriate times. For example, hyperlinking each entry in a table of contents makes the document easier to navigate, while hyperlinking references to specific exhibits or sections can make the contract easier to use and understand.

Benefits of Contract Hyperlinking - Section/Tag Controls

Using hyperlinking within contracts has a number of benefits for all involved parties:

  • Clarity. Moving technical definitions and explanations off of the main page of the contract, much like footnoting, makes the main body of the document clearer and more concise.
  • Easy of use. Today more than ever, contracts are seen more as tools that create relationships and results than as simple risk prevention. This means that it is also more important than ever to create documents that can be used, not dug up when problems arise. Hyperlinking creates documents that simply more user friendly.
  • Efficiency. After a contract is initially completed, all subsequent uses of that contract usually involve finding a specific section or clause. Hyperlinking can make that process significantly easier, both through hyperlinking legal terms and through hyperlinking cross-references.
  • Standardization. Hyperlinking can make the standardization process easier to initiate and to track. In turn, standardization of contracts can make them easier to create and use. 
  • Controls. We you move this capability into a digital contract environment, the whole dynamic experience is elevated further. That is, you can place controls on linking sections, words and even documents.

Contract Hyperlinking Risks and Caveats

Although hyperlinking has a number of important benefits for digital contracts, it is also important to understand their possible downsides and limitations.

First and foremost, it is vital that recognize that hyperlinked terms may be overlooked or even ignored by readers, which is not ideal. Be sure that hyperlinked terms are clearly marked (highlighted and underlined, or better yet, digitally tagged with a control marker) and that the user is aware that all information contained within hyperlinks is a valid and enforceable part of the contract. Do not place any unique or important information on a hyperlinked page–these spaces should be reserved for boilerplate definitions and other standard information.

You should also note that too much hyperlinking could be distracting. Do not hyperlink to a definition each time you use a legal term–only the first time. And keep your cross-referencing hyperlinks to only the situations where you anticipate it will be needed and helpful to users.

Our Series On Contract Writing Best Practices

Contracts are at the heart of every business agreement–what can you do to make your contracts as efficient, useful, cost-effective, and relevant as possible? Subscribe to our blog today to continue to follow our series on contract writing best practices, which covers issues including:

  • Contract and contract management standardization.
  • Contract language and legalize.
  • Contract design.
  • New contract technology.
Also, check our blog on a "Short History of Legal Drafting"

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