Periods are cheap; use them.

One of the easiest ways to improve the readability of your contracts is to use shorter sentences. I don’t even mean that you have to trim each sentence. If all you do is turn compound sentences into two sentences, you will help the reader. In addition, by eliminating coordinating conjunctions, you clarify the meaning of sentences by reducing the chances of someone misinterpreting what the “and” is supposed to mean (whether that mistake is accidental or on purpose).

I read this section the other day in an agreement drafted by a typical large NYC law firm:

This Agreement (i) shall be binding as to the executors, administrators, estates, heirs and legal successors of the Partners, and (ii) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

I can see why, 38 pages in, they didn’t want to waste two whole sections on an incomprehensible successors and assigns provision and an unnecessary in the first place counterparts provision. But look at this: the drafter added (i) and (ii) for relatively short and completely unrelated clauses, which then required an additional comma before the conjunction “and” when the clauses wouldn’t have needed one without the (i) screwing things up.

Why not just use shorter sentences?

This Agreement (i) shall will be binding as to the executors, administrators, estates, heirs and legal successors of the Partners, and .
This Agreement(ii) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

Or, make the second better by removing the passive voice:

The parties~~, and (ii)~~ may be execute this Agreement in several counterparts with the same effect as if the parties executing the several counterparts had all executed one counterpart.

In this case, however, the best course of action would be to strike the entire section. It adds nothing of value.

But, it’s all good: in this agreement, you can give notice by telecopier. As an aside, I now regularly strike fax as a notice provision because fax machines are like black holes for some companies – I make this a company-specific option when a company knows that it does lots of business by fax and expects that it would be hard for them to lose a fax.

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