Lesson Last Updated: February 19, 2025

Lesson Highlights

If we had a nickel for every time we were asked, “can you make this contract less legalese-y,” we could retire in comfort! Nine times out of ten, plain English contracts are a bad idea.

In this lesson, we will discuss:

• Plain English v. legalese; 
• A rare exception to the plain English rule; and 
• Whether all contracts have to be complex. 

Plain English v. Legalese

When we say “plain English,” we mean the simple dictionary definition of each word used, being used in a way that the average person would understand. Simple sentences, clear meanings, “proper” punctuation in the way were all taught in elementary school. 

When we say “legalese,” we mean all of the dense, formal language that you often see in legal documents. Legal drafting is an interesting world full of run-on sentences, Latin “terms of art,” and more wackiness that feels largely inaccessible to the average person. 

We totally understand why people want contracts in plain English. It’s the way we all speak to each other in real life, so why should a contract be any different? Because of what would happen with a plain English contract in a dispute! 

During a contract dispute, whether it be about breach of contract or some other reason, the place a court/arbitrator/mediator (we’ll just say the “decision maker”) will first look to is the “four corners” of the contract itself. That means the language included in the contract, which the parties agreed to. But here’s where things get tricky. 

That decision maker is going to need to interpret the contract’s terms that you’re in disagreement over. Legalese exists, and is the way it is, because of decades of courts evaluating the language in contracts, interpreting that language, and deciding precisely what those specific words mean. When a court determines the meaning of language or decides the outcome of a dispute, it is called legal or case “precedent.”

When we use legalese, the decision maker first looks to the contract’s language, but if any of that language is unclear to them, existing legal precedent is what they use to clear up confusion. They look to legal precedent and say, “courts have interpreted this word to mean this particular thing consistently, so that’s what I will interpret it to mean also.” Precedent is helpful because it adds a layer of predictability, even in the event of a dispute. 

When we use plain English, on the other hand, the decision maker’s interpretation will be much more unpredictable. This means that in a plain English contract, we’re introducing more risk into the equation. If you were ever to get into a dispute, do we know how a decision maker is likely to interpret a specific section? No, probably not. That makes it harder to determine your risk in general, but also how you can defend yourself or argue your claim. It doesn’t make the contract useless, but definitely makes it less useful. 

A Rare Exception to the Plain English Rule

There are some exceptions to the plain English rule, though they are very rare. Because of this, we understand why our clients always ask about it! 

The big exception is privacy statements/policies for websites and other digital platforms. In the data privacy world, there is a big push to make all of the technical and legal language being communicated as human as possible. After all, if you’re explaining to people how you’ll collect and potentially sell their data, the average person needs to be able to understand what they’re agreeing to. 

With other contracts, the law presumes that the parties will hire attorneys (if they’re savvy) to help them through the process of interpreting and negotiating. But think of all of the big walls of terms you’ve agreed to when you’ve set up your iPhone, registered for an online subscription service, or otherwise been active on the internet. Did you read any of that with an attorney? No, of course not!

If you chose to read those terms, they were probably fairly dense. You may have read a few sections and kept scrolling through because of that. The fact is, your data is extremely valuable in this modern age, and privacy professionals are pushing for you to be able to understand what you’re giving up when you agree to those types of terms. 

There’s a push in general among professionals for more plain English in contracts, but as of now, we clearly don’t suggest making that pivot. 

So, Do All Contracts Have to Be Complex?

Just because your contract includes legalese doesn’t mean it has to be needlessly complicated. What we often see are contracts that are unnecessarily:

• duplicative (talking about the same thing multiple times in different places), 
• long (we don’t need to include contract clauses that aren’t relevant to the work being performed!), or 
• burdensome (you don’t need to be an additional insured on your graphic designer’s automobile insurance policy). 

We never advocate for contracts that are complicated for the sake of being complicated. There is a middle ground between plain English and legalese–that’s a contract that’s customized for the purpose you’re using it for. 

It’s also why it’s awesome to have a great attorney in your corner! Ask your attorney to help you create contracts that flex with the ways you work. Your work isn’t generic, so why should your contracts be? 

And of course, that’s why it’s helpful to understand the basics of contracting. When you have a primer on how contracts work, you can enter conversations with your attorney about creating contracts (and negotiations with others about your agreements together!) with confidence about asking for what you need.

Speaking of complex contracts–check out the PDF included with this lesson for a funny read on the subject, within the world of cinema!