i heard it is pretty shocking.
Drafting contracts is largely a matter of form (with the exception of novel and exceptionally complicated deals), but your transactional attorney will bill you as though he has created the contract out of whole cloth.
i don’t know what the hell we are talking about, but unless you want a contract to sell widgets on net-30 terms, things can get complicated very quickly and require a lot of thought.
american drafted contracts have a worldwide rep for being badly drafted.
american drafted contracts have a worldwide rep for being badly drafted.
Worse than Australian and New Zealand contracts?! As far as English-speaking countries those two are regarded worldwide as being the worst. No surprise, though… considering the origin of those countries 
by “badly drafted” do you mean: (a) they are sloppy, have poor grammar or don’t accurately set forth the agreement of the parties; or (b) they contain more terms than in other countries?
Hey come on it obvious isn’t it? It was made in America it has got to be worse than the rest of the world. Americas athletes are chumps (see the Rugby v Football thread), our contracts suck, our products suck, we don’t give enough to charities, we don’t help enough people out of trouble, when we do help them out of trouble we’re imperialist inforcers, we eat to much, consume to much energy and create enough polution to smog the whole world and to top it off we as a people are fat lazy know it all bullies.
Don’t you get it? It’s it’s the new sport of choice, kick the USA. Come on it’s fun everybody (minus Americans of course) is doing it it’s all the rage!
american drafted contracts have a worldwide rep for being badly drafted.
And here in the US, we think the contracts drafted in the rest of the world suck. The real issue is a difference in philosophical outlooks. In the US, we are schooled to provide for ourselves, so we cover our butts as much as possible in what can end up being long and complicated agreements. In the EU and many other regions, there is more reliance on social norms and the sense that the judge will decide what’s fair anyway so there is less of a perceived need to spell everything out in excruciating detail. So take you pick- the dog eat dog world of American capitalism or suckle yourself on the teat of paternailstic European socialism. Your decision will foretell which types of contracts you prefer.
That’s pretty accurate. The agreements I draft sometimes contain a lot of terms. But I think they are clear, and the parties know exactly what they are getting. This gives everybody more certainty. Certainty is good for business planning and reduces litigation. I write in plain English, not Legalese. Short sentences, too. See spot run.
That’s pretty accurate. The agreements I draft sometimes contain a lot of terms. But I think they are clear, and the parties know exactly what they are getting. This gives everybody more certainty. Certainty is good for business planning and reduces litigation. I write in plain English, not Legalese. Short sentences, too. See spot run.
I don’t write contracts, but I negotiate and sign lots of them. I have a simple rule: “Trust” is for people who don’t know how to write a contract.
In business, I prefer good contracts over “trust.”
The minutiae of a good, long, thorough contract has saved me more than once from a screwing by a counterparty (who said, “Trust me!” in the beginning).
I negotiate and draft software license agreements for a living. Sometimes I work with Euro firms and generally find our contracts more comprehensive/complicated/CYA oriented. Take you pick re which description you would use.
All the commercial contracts I deal with are two page memos exchanged through fax, which gives us cases that would be the wet dream of a law professor trying to explain how section 2-207 of the UCC works. Of course, if they are well written and list all of the terms in a clear and unambiguous manner, then you tend to avoid litigation. Who wants a world without litigation?
If you are dealing in the sale of goods, the UCC (Uniform Commercial Code) is the contract. Not to say there aren’t situations that require interpretation–generally that happens when a salesman writes up a “deal”, but if you are dealing business to business, you guys know what the custom and usage is, and the UCC supplies the rest. A good salesman is one who can sell AND who is smart enough to be able to set out any unusual terms unambiguously.
From a commercial litigator’s perspective, I am finding more recently that contracts have turned into laborious labyrinths requiring multiple reads and numerous cross-references just to get a basic understanding of the content. I was asked to review last week a construction contract for a $125,000,000 construction project. The general provisions - i.e., the legalese - were 65 pages. I kid you not, the client hired a construction contract specialist, who was not a lawyer, to prepare supplemental conditions to address the particulars of the job, and those provisions added 88 pages. Think about that one: A supplement exceeding the length of the base agreement, and the total pages being 153. What contractor in the field will ever read that? I attacked that contract with a red felt marker with a goal of substantially reducing the length and redundancy.
There is a lot of merit to the criticism about the over-complexity of contractual relations (and it’s not just valid criticism with “American” contracts). There is a balance to be found between not saying enough and saying way too much - think of Goldilocks and the three bears.
RA - that is what i am talking about, american contracts being labyrinths full of archaic legalese. hasn’t there been a move towards plain english drafting in the usa?
In theory, fulla, you are correct. There has supposedly been a move toward “Plain English” in the law for 20 years. There are various factors in play why the movement has not been very successful:
-
Contracts are rarely drafted from scratch. Lawyers generally use stock forms or provisions tweaked to the particular needs of the situation. Therefore, the legalese and complexity is perpetuated.
-
The movement toward “plain english” was difficult to convey to the old guard that liked seeing things a certain way. The old guard likes redundancy, legalese, whereas, heretofore, aforesaid, etc.
-
Malpractice claims in all professions are on the rise. Therefore, people think they need more stuff in contracts than less stuff.
I do not believe, however, that this problem only exists in America.
Robert