Business agreement in plain English
Is plain English cheap? No! It is simple yet elegant and functional.
What are some language characteristics of traditional business agreement?
(a) Long sentences, sometimes spanning an entire paragraph. Packed with unlimited conjunctions, conditions, adverbs, exceptions and commas.
(b) Archaic words from Middle and Early-Modern English, eg whereas, heretofore, hereinafter, etc. There is an online description of them being “fossilized in contracts, deeds, and courtrooms.” It is not a compliment.
(c) Double-words, eg made and entered into, fit and proper, terms and conditions, null and void, cease and desist, etc.
(d) Passive voice, eg “notice shall be given by both parties . . .”, instead of “both parties shall give notice . . .”, etc. Even the word “shall”, originally intended as “must” or mandatory, has been subject to interpretation and argument according to the context.
The use of plain English, which is clear, concise and complete, is crucial in cross-border business agreement when one party is from a country with an official language other than English, eg China, Vietnam, etc. It is possible, even desirable, for the agreement to be in English, being a more international and widely-used language than Chinese or Vietnamese. And when the applicable law defined under the agreement is not of China or Vietnam.
Example of a long-winded business provision:
"Party A shall, at all times during the term of this Agreement and any renewals or extensions thereof, promptly, faithfully, and in a professional and workmanlike manner, provide, deliver, and perform the Services described in Annex A hereto, it being understood and agreed that time is of the essence with respect to all such performance, and failure by Party A to strictly adhere to the timeliness set forth herein shall constitute a material breach of this Agreement."
And its elegant re-write:
"Party A must perform the services listed in Annex A on time. Any delay is a material breach."
No further questions, Your Honour.
