I'm a programmer/business owner that once needed several specialist contracts drafted, but couldn't afford to hire a specialist lawyer to draft them. A lawyer friend of mine gave me a load of sample contracts and drafting notes, and I spent the next 6 weeks copying, pasting, and modifying.
I'm not convinced it was the best use of my time, and it's quite possible the resulting documents were a legal disaster (although I thought they were pretty good). But it was certainly an interesting experience.
After a couple of weeks I came to the conclusion that drafting contracts is actually a lot like programming. The aim of both is to specify precisely what should happen in response to various conditions.
if partyA terminates agreement then partyB should get X, Y, and Z. And so on.
One key difference is that, whilst programming languages are built for precise, unambiguous writing, English is not. It's very hard to write English in a completely unambiguous way. It's even harder to write English in a way that can't be intentionally misinterpreted by someone who stands to gain by doing so.
Breaking up a sentence to improve the readability can often add new ways in which the meaning can "reasonably" be interpreted. Often it's easier to be precise in meaning with a 500-word sentence than with five 100-word sentences. And many English words can be interpreted in multiple ways, so you often have to use unusual words that have a precise accepted meaning set by legal precedent. Hence the complexity you often see in legal documents.
I talked to my lawyer friend about this, and he agreed. He also pointed out that, as professional legal drafters improve, they typically write more readable documents with less jargon, but no less precision of meaning. Irrespective of how precise they are in meaning, contracts that are hard to make sense of are often the sign of a rookie. A bit like programming again.
I'm not convinced it was the best use of my time, and it's quite possible the resulting documents were a legal disaster (although I thought they were pretty good). But it was certainly an interesting experience.
After a couple of weeks I came to the conclusion that drafting contracts is actually a lot like programming. The aim of both is to specify precisely what should happen in response to various conditions.
if partyA terminates agreement then partyB should get X, Y, and Z. And so on.
One key difference is that, whilst programming languages are built for precise, unambiguous writing, English is not. It's very hard to write English in a completely unambiguous way. It's even harder to write English in a way that can't be intentionally misinterpreted by someone who stands to gain by doing so.
Breaking up a sentence to improve the readability can often add new ways in which the meaning can "reasonably" be interpreted. Often it's easier to be precise in meaning with a 500-word sentence than with five 100-word sentences. And many English words can be interpreted in multiple ways, so you often have to use unusual words that have a precise accepted meaning set by legal precedent. Hence the complexity you often see in legal documents.
I talked to my lawyer friend about this, and he agreed. He also pointed out that, as professional legal drafters improve, they typically write more readable documents with less jargon, but no less precision of meaning. Irrespective of how precise they are in meaning, contracts that are hard to make sense of are often the sign of a rookie. A bit like programming again.