Wednesday, March 2, 2011

I Would Have Made It Shorter…

Mark Twain is often misquoted as having said "I would have made the letter shorter, but I didn't have time."(1) Regardless of having been the first to utter this pearl of wisdom, it remains true in legal writing today, especially when referring to contracts and agreements.

The general tendency for a Houston attorney is to "write long" because of the fear of leaving something important out. And it is essential to keep the important things in an agreement between businesses, or between an employer and its employee. However, unrestrained, this tendency can result in what we call in the legal field, "a mess."

The drafter of a legal document must maintain some sort of sense of proportionality. An agreement for a $100,000 piece of heavy equipment may not need to be as lengthy as an agreement for a $100,000,000 merger.

Furthermore, the more items, issues or terms you place in an agreement or contract, the more likely you are to create an ambiguity. Plaintiff's attorneys-seeking to sue your company-love ambiguities. An ambiguity-a term or sentence that could reasonably be given more than one interpretation-opens the door to consideration of circumstances of the terms included on the written page of the contract. If you are the party defending the agreement, you DO NOT want any ambiguities.

So, how do you determine "what to leave in; what to leave out?"(2) The best way is to seek legal counsel from an attorney with experience not only in drafting such agreements, but also in testing them through litigation.
And remember my three rules from "The Social Network,"
1. Get it in writing;
2. Have your own attorney;
3. Have your own attorney draft/review the document.
Longer is not necessarily better, and neither is shorter. But, you won't know which choice to make if you don't get, and follow, quality legal advice.

-Lee Keller King

1. Blaise Pascal, Provincial Letter: Letter XVI, 1657 (English Translation): "
Je n'ai fait celle-ci plus longue que parce que je n'ai pas eu le loisir de la faire plus courte." Literally: I made this [letter] very long, because I did not have the leisure to make it shorter.
2. Bob Seeger & The Silver Bullet Band, 1980. http//