Clutter in Contracts: How to avoid unnecessary complexity

This is sort of a novel issue that has only emerged recently and something that I see many Illinois organizations struggle with. We are, at present, blessed with an overabundance of material (and digital) resources and as a result, we tend to struggle with the very simple decision of “Should I keep this?” over and over.

This isn’t even limited to questions of contractual importance, either. It’s tough to know what you might need in the future and people can come down on all sides of the issue from “throw it all away immediately” to “I’m never letting go.” 

Limiting myself to the contractual question here, clutter often emerges in contracts mainly at two junctures: creation on the contract and as a business grows and matures. First, many Chicago area business use templates that are not specifically tailored to their specific business and as a result, end up with language that is either outright wrong or irrelevant. Second, many businesses grow and change over time and so language that may have been relevant to a product line that is discontinued, may remain in the contract for a variety of reasons.

Irrelevant language, like physical clutter, often seems harmless. I’ve often heard lawyers say what’s the harm in leaving in language and many tend to err on the side of well it’s better to have too much than not enough. I feel differently - the more language you include, the less clear the language becomes. Saying what you mean is incredibly important in a contract but that doens’t mean repeating yourself. That doesn’t mean large disclaimers about products or services that you don’t offer. That doesn’t mean limiting warranties that aren’t even applicable to your services.

For me, there is a harm to this clutter. First, it runs the risk of being misinterpreted. Maybe the language that you didn’t see any harm actually gives a different interpretation of the contract or a disclaimed warranty implies that there is a broader warranty.

Second, it’s hard enough to get to agreement over language that makes sense to the applicable transaction, but it’s becomes much harder when you include language that isn’t relevant to the specific transaction. Being efficient saves time, it saves money, and it saves headaches and stress. Those are all important to small business in Chicago.

Lastly, I think it reduces the impact of the language you do need. I’ve often heard Illinois business defend this practice as it just being there standards but if your standards are confusing, conflicting, or irrelevant, that rarely puts the best foot forward for your business.

So my advice is that when confronted with this decision, think twice. Think of the reason you included the language in the first place, then think if it’s really necessary. If your answer is “what’s the harm” - think twice about whether or not it’s really as harmless as you think. Reach out for a free consultation.