[noonespecial]

However, I have been going through this template for over 4 hours and still unable to understand a single line because its just so bad english.

Contracts are not actually english, although they may contain familiar words. Contracts are actually a kind of code designed to be run in a courtroom. Many of the silly sounding words and phrases are actually reserved words in this code and have special meanings.

Sometimes the obfuscation is deliberate on the part of the legal profession in order to keep them all employed. (At least there is no incentive for them to make it simpler.)

Don't feel bad. Imagine how a lawyer would feel if confronted by a large perl script that his entire livelihood may or may not depend on. :)

[jgfoot]

I am a lawyer, and I also write Perl (although I am more partial to Python or JavaScript and when I am feeling really smart I work in Haskell).

Contracts are English, and there is no reason why a skilled, competent lawyer cannot write a contract that is both easy for non-lawyers to understand and also enforceable in Court. There are lots of bad contracts out there because there aren't many clients willing to pay a lawyer to re-engineer poorly written contracts that are nonetheless believed to "work," i.e. be interpreted by a court in a predictable manner. Every experienced coder has seen the same phenomenon: if a body of code has been written, re-written, and patched over time, it probably looks pretty awful now and could stand a good deal of refactoring, but does anyone do that? Witness the OP, who apparently found a form somewhere and is trying to edit it to his purposes.

It's not like contracts are written in a secret language. There is a background body of knowledge that is helpful to have in writing and reading them, but it is also crucial to understand the industry involved.

[rodrigo]

Offtopic, im an Hacker/lawyer myself, im interested to get your hindsigth on being that. for starters, do you use your coding skills in law related matters?

[adilsaleem]

what bothers me is that people consider lengthy, complex and un-understandable contracts better than easy and simple ones. having said that, a lot of people also consider weird looking code superior to simple but equivalent code

[RobGR]

Your analogy is more wrong than right. It is right in the sense that ordering from a menu at a restaurant can be a kind of code, but it is really just a subset of the common language useable by anyone. If you don't understand what you will get when you order, don't order it, because it might be crap; ask them and they will tell you what it is, in whatever common language is used in that restaurant.

A contract is a "meeting of minds", and the minds are the minds of the parties not the minds of lawyers and judges. If the parties can't understand it, it is not a contract, any more than the signature of an Alzheimer's patient is valid, and signing something not clear and plain is a bad idea.

In the Anglo-Saxon/British-American/Western/Modern or whatever you want to call it system of law, we do not have specialized codes that require experts to be intermediaries between parties to a contract.

Humanity has experimented with the specialized code / scribe / clerk way of doing law. Often when an advanced society does not have widespread literacy, there is a specialized class through which all legal actions must flow; but as the aphormism says, "the life of the law is in experience not logic", and however appealing to technical people those special codes and classes of experts might be, experience shows that the code / expert societies are replaced by the common language / accessible court system.

Enough bullshit philosophy and history: here's some actually useful advice. Collect example, well and simply written contracts. Start from example contracts in the Nolo publications or books like "Legal Forms for Everyone" by Carl W. Battle (ISBN 978-1-58115-451-1). If you have business contacts who have done similar contracts, ask them for a copy that you can use as a template.

After all, that is all the high-priced legal firms do. They have their collection of cribs of previous documents and they re-work and re-combine as needed.

This is not to belittle the legal profession or suggest you don't need a lawyer. Simply because you can express something in simple clear language and both parties agree, does not mean it will hold up in court or that it is a good idea.

[dctoedt]

The courtroom-code analogy is spot on. Convoluted contract language usually comes from not having a lot of time to put together a draft; the result is often the lawyer equivalent of spaghetti code. Trust me, lawyers and judges hate reading such contracts as much as anyone, just as programmers hate having to maintain someone else's hurriedly-drafted spaghetti code.

[donal]

I'm putting my support behind this interpretation of the complaint.

I spent some time at a gov't subcontractor and the copy-paste version of cya was clear as day. Sometimes you'd see where search/replace failed and there would be other program names.

It was a mess and I'm fairly certain it was because of our size. Fighting a contract in court is an expensive and potentially reputation damaging prospect, so if you have significantly less resources at your disposal it is very likely that you won't be able to fight the baked in vagueness and contradiction.

[cabalamat]

> Imagine how a lawyer would feel if confronted by a large perl script that his entire livelihood may or may not depend on.

It would serve the fucker right! :-)