Key Takeaways:
- Lawyers often focus on what contracts say but gloss over other important factors.
- If you want to optimise your contract templates, remember the three Ds: drafting, design and digitisation.
- One of the best ways to improve all three is to only make one point per paragraph (or per clause).
I’m an unusual lawyer. Why? Because I work in a large law firm where I specialise in helping clients simplify, improve and digitise their standard contracts and playbooks. From my experience, that’s not a common combination.
Even though many businesses want to simplify and streamline their standard contracts, very few associate law firms with making contracts simpler or easier to use. Sadly, that’s often for good reasons.
One of those reasons is that lawyers tend to focus on only one aspect of contracts: what they say. But if you really want to optimise your standard contracts, there are other angles to consider. I often describe these as the three Ds (or ‘dimensions’) of contract optimisation.
Introducing the Three Ds
The three Ds are: Drafting, Design and Digitisation. Let me explain each in a bit more detail.
Drafting
There are two elements to drafting. The first is deciding what needs to be said (which, as I say, is where many lawyers begin and end). The second is focusing on the best way to say it; or in other words, taking time to improve how the contract is written.
On the question of what to say, there are balances to be struck. For example, whilst it’s generally better to keep things shorter, sometimes adding more text helps to improve clarity or make the contract fairer.
When it comes to how to write contracts, this is where writing succinctly and using plain language can make a huge difference for readers – especially for those who don’t normally see it as their job to read contracts.
Design
The next dimension is ‘design’ (by which I primarily mean information design). This includes deciding on the best overall structure, especially for contracts made up of multiple parts that are aimed at different audiences. Too often, contracts become dependent on lawyers, even though lots of the content is more relevant to other commercial, technical or operational functions.
Another aspect of design is considering how the content is presented. Are there enough headings and are they clear? Is the font size and spacing sensible? If extra details need to be added for each deal, is it obvious what, where and how? All these issues (and more) make a huge difference to how easy contracts are to navigate and use in practice.
Digitisation
And finally, digitisation. These days, there’s a huge focus on using technology to streamline how contracts are managed. What’s sometimes missed is that, to get the most out of technology, it’s important to prepare your contract and playbooks for this purpose. It will also make it easier to implement the technology in the first place.
With this in mind, digitisation has become a key driver for clients wanting to optimise their contracts. And if you’re being asked to optimise contracts as part of a digitisation project, it’s important to have an appreciation of how the technology works, as it can have an impact on how you approach the drafting and design.
Working in 3D
So, with these different dimensions to consider, is there a way of achieving them all? There’s no magic bullet, but from my experience, there is one practical step in particular that goes a long way to supporting clearer drafting, better design and easier digitisation. And that is to limit yourself to only making one point per paragraph (or clause) wherever possible.
Optimising for Purpose, Humans and Technology
The Power of Making One Point Per Paragraph
When you think about it, every contract is essentially a list of points that need to be spelt out and agreed; which makes it all-important that the parties can easily identify what points are being made, before agreeing which ones should be made. That job is made much harder if lots of points are grouped together in long paragraphs and presented as big blocks of text.
By contrast, once you start separating each point into distinct clauses, lots of benefits start to flow from this. Here’s just a few:
- It helps with planning what should be included;
- It becomes easier to read and digest each point;
- It stops key issues being buried and flushes out repetition;
- It creates more white space, which improves readability;
- It makes it easier to prioritise and (re)order content;
- It becomes easier to include more headings (which, in turn, makes it much easier to navigate and skim the document);
- It makes it a lot easier to add or remove clauses independently, without impacting other drafting (which really helps with digitisation);
- It supports the creation of interchangeable clause banks and supporting playbooks.
I could go on. But from just a quick skim of that list, I hope you can see how this one step sits so nicely at the centre of the Venn diagram between better drafting, design and digitisation.
with clear headings and generous spacing.
So, whilst there’s lots of things that we can do to improve contracts, if I had one wish, I would wish for all contracts to be written in short, distinct clauses that only make one point per paragraph. I hope this encourages you to do the same.
Learn More: For more articles and tips on contract optimisation, check out the Improving Contracts blog.
