There's a persistent belief that a contract must be dense, archaic, and difficult to read in order to be legally sound. That the more "wherefores" and "notwithstandings" it contains, the stronger it is. This belief is not just wrong — it's actively harmful. Unclear contracts cause more disputes, not fewer. They take longer to negotiate, they're misunderstood more often, and when they end up in front of a judge, ambiguity is resolved against the party that drafted them.
The plain-language movement in legal drafting has been building for decades, and the evidence is now overwhelming: contracts written in clear, direct English are easier to enforce, faster to sign, and far less likely to generate the misunderstandings that turn into litigation. Here's why legalese persists anyway — and what to do instead.
Where legalese came from
Legal language didn't get complicated by accident, and it didn't get complicated because complexity makes it more precise. It got complicated for historical reasons that no longer apply.
Much of the doubled-up phrasing in contracts — "null and void," "terms and conditions," "cease and desist," "indemnify and hold harmless" — dates to a period when English law was conducted in a mixture of English, Latin, and Norman French. Lawyers paired words from different languages to make sure at least one would be understood. "Will and testament" pairs an English word with a Latin-derived one. The redundancy made sense in 1400. It's been pure habit for the last five hundred years.
Most legalese isn't precision. It's fossilized habit — phrasing that solved a problem nobody has had since the printing press.
Other complexity comes from a defensive instinct: the fear that if a clause isn't written in the same baroque style as every contract before it, a court won't recognize it. This fear is unfounded. Courts interpret contracts based on the ordinary meaning of the words used. Plain words have clear ordinary meanings. Archaic words frequently don't.
What ambiguity actually costs
When a contract is unclear, the cost shows up in four predictable places.
- Slower negotiation. Every party's lawyer has to decode the dense clauses before they can evaluate them. A contract that takes an hour to understand takes longer to agree than one that takes ten minutes.
- Misaligned expectations. If the people actually doing the work can't understand the contract that governs it, they'll operate on their own assumptions instead. The contract stops being a shared reference and becomes a document only the lawyers consult.
- Disputes over meaning. The most expensive contract disputes are not about whether someone breached — they're about what the contract required in the first place. Ambiguity is the raw material of litigation.
- The contra proferentem rule. When a clause is genuinely ambiguous, most jurisdictions resolve the ambiguity against the party that drafted it. The dense, defensive drafting intended to protect the drafter does the opposite.
The principles of plain-language drafting
Writing a clear contract isn't about dumbing it down. It's about applying a small set of disciplines consistently.
Use short sentences and active voice
"The Contractor shall deliver the report by 1 June" is clearer than "It is agreed that delivery of the aforementioned report shall be effected by the Contractor no later than the first day of June." Same meaning, half the words, no loss of legal force. Active voice also forces you to name who does what — passive constructions are where obligations go to hide.
Name the parties consistently
Pick a label for each party and use it throughout. "The Contractor" and "the Client" beat "the party of the first part" every time. Define them once at the top and never deviate. Inconsistent naming is a frequent source of genuine ambiguity.
Replace doublets with single words
"Indemnify and hold harmless" can usually be "indemnify." "Terms and conditions" can be "terms." "Each and every" is just "each." When two words mean the same thing, using both adds length and implies — dangerously — that they might mean different things, inviting an argument that they do.
Prefer "must" over "shall"
"Shall" is one of the most litigated words in legal English because it's used inconsistently — sometimes to impose an obligation, sometimes to describe a future event, sometimes as a meaningless flourish. Modern plain-language drafting uses "must" for obligations, "may" for permissions, and "will" for descriptions of what's going to happen. Each word does exactly one job.
Break dense clauses into structured lists
A clause with five conditions buried in a single paragraph is hard to parse and easy to misread. The same five conditions as a numbered list are unambiguous about how many there are and how they relate. Structure is a form of clarity.
The objection: "but my lawyer says..."
The most common pushback against plain-language drafting is that a lawyer insisted on the traditional phrasing. Sometimes that insistence is justified — certain terms of art have specific, court-tested meanings that a plain-language substitute would lose. "Best efforts" and "reasonable efforts" mean different things in many jurisdictions, and you can't casually swap them.
But genuine terms of art are a small fraction of what makes contracts dense. The rule of thumb: keep the words that have specific legal meaning, and simplify everything else. A good lawyer can tell you which words are load-bearing and which are decoration. If the answer is "all of them," get a second opinion.
A short before-and-after
| Legalese | Plain language |
|---|---|
| "Notwithstanding anything to the contrary contained herein..." | "Despite the other terms of this agreement..." |
| "In the event that the Client shall fail to remit payment..." | "If the Client does not pay..." |
| "The parties hereto mutually covenant and agree as follows:" | "The parties agree:" |
| "...for the avoidance of doubt and without limiting the generality of the foregoing..." | "...specifically..." |
None of the plain-language versions lose any legal effect. All of them are faster to read, harder to misunderstand, and easier to enforce.
Clarity is a competitive advantage
There's a business case here beyond avoiding disputes. A contract the other side can actually read closes faster. A proposal a client understands converts better. A statement of work your own team comprehends gets executed correctly. Clarity isn't just good legal practice — it's good commercial practice.
The goal of a contract is not to sound like a contract. It's to record, precisely and unambiguously, what two parties agreed to do. The clearest possible language serves that goal best.
bbly lets you draft each clause as its own bubble — so you can see the whole agreement at once and spot the dense, unclear sections before anyone signs.
Start drafting clearly →