Contract Readability -- Part 1

What makes a document easier to read and understand by both humans and machines? Does readability—or lack thereof—affect document quality?

The next few blog posts will focus on drafting practices to assure quality and avoid mistakes. The purpose is to try and identify best—and worse practices—and discuss whether they have any significant impact on quality.

The golden rules of human readability are generally well understood. JoAnn Hackos and Dawn Stephens in Standards for Online Communication (1997) summarizes the rules:

• “Use short, simple, familiar words.
• Avoid jargon.
• Use culture-and-gender-neutral language.
• Use correct grammar, punctuation, and spelling.
• Use simple sentences, active voice, and present tense.
• Begin instructions in the imperative mode by starting sentences with an action verb.
• Use simple graphic elements such as bulleted lists and numbered steps to make information visually accessible.”

But, lawyers, as typified by a well-known Dilbert cartoon, are well known to violate each rule with reckless abandon.

There’s a fabulous site you can use to test the readability of your contracts.

Online Readability Test

It estimates the number of years of formal education required to understand text on first reading using the Gunning Fog index. The software reported that for one merger agreement I processed, you will need nearly 23 years of schooling. It will be interesting to discover the most incomprehensible document.

Contractual clarity has long been the goal of the Plain English movement. But, it has made only limited progress. In the next post, I’ll address whether readability matters.