Legal Myths

A Short, Simple Contract - Myth #5

Myth #5 - The myth here is that attorneys want to overly complicate agreements, "in order to charge more." Maybe there is a small bit of truth in a few instances sometime, somewhere - - but it just isn't generally true. If you say the same thing twice for clarity, it may not be twice as good, but it is MUCH better than failing to say it once.

In reality a short and simple agreement may have great risks for what it doesn't say. The work required to reduce the size means eliminating some standard provisions. To do so artfully, not placing one's client at unnecessary risk, is difficult and time consuming. As a result, you can get short and simple but not cheap.

In the days of wooden warships, high quality iron, called "boiler plate" was hung like scales of a fish on the hulls of the ships. This prevented cannonballs from penetrating and sinking the ship. The ships were called "iron-clads." Those without this iron plating were easily sunk - they lost. Contract clauses which have stood the test of the courtroom battles are called "boiler plate" or "iron -clad" out of respect for their having been tested and prevailed.

Simple contracts are those that accomplish their given purpose with a minimum of language, using well-tested legal phrases - they are iron-clad with boiler plate clauses, that are not "filler" but solid and time tested. These agreements are as short in length as the law will permit while still protecting a client. I have asked a client paragraph by paragraph, phrase by phrase what he would have me omit? In doing so, I explained the purpose of each, and the consequences of omission. I have also explained that if essential elements were left out, I must draft a letter advising against this, and have the client sign, requiring the omission and accepting responsibility for the results. In the end the client acknowledged that he could find nothing to be omitted. This was an endeavor brought on by repeated frustration, that I have not repeated. I have, however, mentioned this experience to other clients for the point it makes: being too economical with words can be very expensive in litigation. Another way of seeing this fallacy, this "legal myth" is to consider that in a complex world there are very few places where a short and simple answer is actually a solution!