If you've ever tried to slog your way through a pre-printed contract, you've probably assumed that the stilted, archaic language is just the way that legal documents should be written. You wouldn't be alone. Most people seem to think that contracts, pleadings, wills, and all kinds of legal instruments need to sound like the King James Bible to be effective. THEY DON'T!

Moreover, after paying $300 an hour or more to document a straightforward business transaction, businesspeople have to wonder why they receive such incomprehensible work product for so much money. (At the same time, some of those clients are suspicious when they can actually understand what their lawyer has written; they wonder whether it's really legal).

Legal documents can be written in clear, precise English. When I encounter legaldegook -- writing that is good for nothing other than sounding "legal" -- I save it both for amusement and to use as an exercise in improving my own writing. Fixing someone else's mistakes is a good way to learn to recognize and fix my own.

That's where tonight's post comes from. I pulled this example from a contract I reviewed just today. I didn't rewrite it for the deal at hand, because it's just a no-cost product evaluation agreement. But because of its high concentration of pretentious legalisms in one short paragraph, I thought it would be a good editing challenge for the blog. I've italicized all of the objectionable parts of this section:

At the end of the Evaluation Period, Customer shall promptly return the Products to [Seller] at CustomerÂ’s sole expense. In the event that ten (10) calendar days following the end of the Evaluation Period Customer has not returned the Products or issued a valid Purchase Order to [Seller] therefore, this Agreement shall be considered CustomerÂ’s Purchase Order and [Seller] shall invoice Customer, and Customer shall be obligated to pay [Seller], for such Products at the then current list price pursuant to [SellerÂ’s] standard terms and conditions of sale as set forth on the invoice issued by [Seller] to Customer and/or on its website.

Note the redundancy of words like "promptly" (there's a 10 day time limit!), "sole" ("Customer's expense" doesn't express or imply anyone else's expense does it?), and "calendar" days (the contract doesn't use "business" days elsewhere, so there's no need to distinguish, and the word "day" without modification commonly means "calendar day") .

Also note the multiple archaisms and pretensions of legal writing: "shall" instead of "will" or "must," "in the event that" instead of "if," "therefore" (which, if it is to be used at all, should be spelled "therefor" -- meaning "for that" -- a Germanic artifact in the English language), and "pursuant to" instead of "under."

Note also the lazy "and/or," which can almost always be replaced with "or." Here, the "and/or" actually tries to gloss over an ambiguity that the drafter didn't want to deal with (but would have been forced to, had he or she used only "and" or only "or"). What if both the invoice and the website contain different terms of sale? Which set of terms governs?

Addressing these issues, here's what I would do to clarify and invigorate the above:

At the end of the Evaluation Period, Customer will return the Products to Seller at Customer's expense. If Customer does not return the Products or issue a purchase order for them to Seller within 10 days after the end of the Evaluation Period, Seller may invoice Customer against this Agreement at Seller's then-current list prices for the Products. Customer must pay Seller the amount due under the invoice within [x] days after receiving it. Unless contrary or supplemental terms are printed on the invoice, Seller's standard terms and conditions found at [Seller's web address] will govern the sale of the Products to Customer.

OK, it's not Hemingway, but surely my version is both easier to read and legally clearer than the original, isn't it?

Posted by: JohnL at 08:58 PM | Comments (1) | Add Comment
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More here, here, and here.

Posted by: JohnL at 10:40 PM | Comments (4) | Add Comment
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Two days ago, Congresscritter James Oberstar introduced /bss/d109query.html|">a bill to "enhance" the safety of the infant commercial space flight industry. Here's a sampling of his verbal diarrhea (via SpaceRef):

"We can and should protect the safety of passengers on space flights in this new and emerging industry, without placing unreasonable limitations on industry development. I urge my colleagues to join me in working to pass this important legislation."

(emphasis mine)

It's clear from the context of Oberstar's comments that he's not merely concerned with range safety (i.e., innocent bystanders). No. He wants to use the blunt instrument of federal regulation to "protect" the safety of early passengers on commercial spaceflights.

Yeah, right. We all know what a good job the government does at protecting passengers in spaceships. (Cheap shot, I know. But I'm not sorry). I'm not sorry, because there is one trait of government that I simply cannot abide, regardless of party affiliation: nannyism. Manny, in Heinlein's The Moon is a Harsh Mistress, put this unsavory aspect of government, as a reflection on human nature, most eloquently:

Must be a yearning deep in human heart to stop other people from doing as they please. Rules, laws -- always for other fellow. A murky part of us, something we had before we came down out of trees, and failed to shuck when we stood up. Because not one of those people said: "Please pass this so that I won't be able to do something I know I should stop." Nyet, tovarishchee, was always something they hated to see neighbors doing. Stop them "for their own good" -- not because speaker claimed to be harmed by it.

In a nascent industry like this, which is just an exotic form of "extreme tourism," participants should be allowed to make up their own minds about risk tolerance. Asshats like Oberstar either (a) want to strangle the private space business in the cradle (look for donations from entrenched contractors like Boeing/LockMart) or (b) are stupid enough to think there is such a thing as safety regulations for experimental spacecraft that do not impose unreasonable limitations on commercial space flight startups. Either way, he should be turned out of office.

Posted by: JohnL at 11:01 PM | Comments (1) | Add Comment
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BoingBoing had an interesting article today about Google's AdSense technology. I thought I would test it. Warning: boring autobiography in the extended entryfollows.

If you've followed my site for a while, you might know that I play an attorney in real life. Although I used to be a musician, I eventually had to grow up and "get a real job." Through a combination of decent grades and acing the LSAT (99th percentile, thank you very much), I made it into a top-10 (or top-25, depending on your poll) law school.

Funny thing, though: few Texas law firms wanted to hire anyone out of Georgetown in the early 90s unless they were in the top 10%, which I wasn't. When I got back to Texas - with a very pregnant wife and no job - I pretty much had to scratch and scrape for work. The first real job I got was as a staff attorney (read: underpaid associate attorney NOT on the "partner track") in a big insurance-defense firm doing asbestos litigation.

I lasted in that job exactly one year. During that period of time, I attended 80 or so depositions of plaintiffs asserting that their lung disease had nothing to do with their 2-pack-a-day smoking habit and everything to do with the brief exposure they had to my then-client's insulating cement during a few-year period in the 1960s.

I think there was only one legitimate claim among those 80 or so plaintiffs; a man with mesothelioma (a lung cancer which is caused pretty much only by asbestos exposure). Of course, my client was one of 25 or so defendants, so it was hard to tell what, if any, role my client's cement played in the poor guy's cancer. It costs too much to take the cases to trial, so we settled for nuisance amounts. I thought it was a complete waste of time and resources.

I took particular joy in John Kerry's loss, since the chairman of his Victory '04 committee was one of the name partners in that asbestos plaintiffs' mill.

Posted by: JohnL at 10:16 PM | Comments (2) | Add Comment
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Steve Green blogged it so I didn't have to.

Check out the blow-by-blow here.

Posted by: JohnL at 09:09 PM | No Comments | Add Comment
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