For many international lawyers, drafting contracts in English is a regular part of professional practice. However, writing clearer contracts in English can sometimes be challenging, especially for lawyers who learned English as a second language.
Contracts often contain complex legal language, long sentences, and technical terminology. While legal precision is necessary, unclear drafting can create confusion, disputes, and misunderstandings between parties.
Learning how to write clearer contracts in English helps lawyers communicate legal obligations more effectively, reduce the risk of ambiguity, and produce more professional legal documents.
In this article, we will explore practical strategies that international lawyers can use to draft clearer contracts in English, along with examples of how to improve common contract language.
Why Clarity Matters in Contract Drafting
Clarity is one of the most important principles of effective legal drafting. When lawyers write clearer contracts in English, they help ensure that all parties understand their rights and obligations.
Unclear contracts can create several problems.
First, ambiguity can lead to disputes. If a contract clause can be interpreted in more than one way, the parties may disagree about its meaning.
Second, unclear language can make contracts difficult to read, especially for business clients who are not lawyers.
Third, unclear drafting can create risks during litigation if courts interpret contract language differently than the parties expected.
For these reasons, many modern legal drafting experts encourage lawyers to focus on writing clearer contracts in English.
Common Problems in Contract Drafting
Before learning how to write clearer contracts in English, it is useful to understand some common drafting problems.
These problems frequently appear in contracts written by both native and non-native English speakers.
Excessively long sentences
Contracts sometimes contain sentences that are several lines long. Long sentences make it difficult for readers to understand the meaning of the clause.
Archaic legal language
Traditional legal expressions such as:
hereinafter
heretofore
whereas
are often unnecessary and can confuse readers.
Ambiguous words
Words such as shall, reasonable, or promptly may create uncertainty if they are not clearly defined.
Learning how to avoid these problems helps lawyers draft clearer contracts in English.
Use Simple and Direct Language
One of the most effective ways to write clearer contracts in English is to use simple language.
Modern contract drafting increasingly favors plain English rather than complicated legal phrases.
Example:
Traditional drafting:
The party of the first part shall hereinafter deliver the goods.
Clearer drafting:
The seller must deliver the goods.
The second sentence is shorter and easier to understand while preserving the legal meaning.
Use “Must” Instead of “Shall”
Many legal drafting experts recommend using must instead of shall when expressing obligations.
Example:
Traditional:
The buyer shall pay the purchase price within 30 days.
Clearer:
The buyer must pay the purchase price within 30 days.
Using must helps create clearer contracts in English because it expresses obligation directly and avoids ambiguity.
Break Long Sentences Into Shorter Ones
Contracts often contain very long sentences with multiple clauses. Breaking these sentences into shorter ones can improve clarity.
Example:
Original clause:
The licensee shall manufacture, distribute, and sell the products within the territory and shall comply with all applicable laws and regulations.
Clearer version:
The licensee must manufacture and sell the products within the territory.
The licensee must also comply with all applicable laws and regulations.
Shorter sentences are easier for readers to understand.
Define Key Terms Clearly
Contracts often include a definitions section, where important terms are defined.
Clear definitions help lawyers draft clearer contracts in English because they ensure that important words have precise meanings.
Example:
“Products” means the software described in Schedule A.
Once defined, the capitalized term Products will always have the same meaning throughout the contract.
This approach reduces ambiguity.
Use Consistent Terminology
Consistency is a key principle when drafting clearer contracts in English.
For example, if the contract refers to a party as Supplier, you should use that term consistently throughout the document.
Avoid using multiple terms such as:
supplier
vendor
contractor
to refer to the same party unless they have different meanings.
Consistency helps prevent confusion.
Organize Contracts With Clear Structure
Well-structured contracts are easier to read and understand.
To create clearer contracts in English, lawyers should organize contracts using:
headings
numbered sections
bullet points where appropriate
Example structure:
Definitions
Scope of Services
Payment Terms
Confidentiality
Termination
A clear structure helps readers quickly find important information.
Avoid Doublets and Triplets
Traditional legal drafting often uses repeated words with similar meanings.
Examples include:
null and void
terms and conditions
cease and desist
These phrases are called doublets or triplets.
Modern drafting often simplifies them.
Example:
Instead of:
The agreement shall be null and void.
Use:
The agreement is void.
Removing unnecessary repetition helps create clearer contracts in English.
Use Active Voice
Another important technique for writing clearer contracts in English is using active voice.
Example:
Passive voice:
Payment shall be made by the buyer.
Active voice:
The buyer must make payment.
Active voice clearly identifies who is responsible for performing an action.
Review Contracts From the Reader’s Perspective
When editing a contract, ask yourself:
Would a business client understand this clause?
Is the sentence unnecessarily complex?
Could the wording create ambiguity?
Reviewing contracts from the reader’s perspective helps lawyers produce clearer contracts in English.
Practical Exercise for Improving Contract Drafting
Lawyers can improve drafting skills by reviewing existing contracts and rewriting unclear clauses.
For example:
Original clause:
The contractor shall use commercially reasonable efforts to perform the services promptly.
Clearer version:
The contractor must perform the services within 10 business days.
The second version reduces ambiguity and provides a clear obligation.
Practicing these revisions helps lawyers develop the ability to write clearer contracts in English.
Final Thoughts
Clear drafting is one of the most important skills for lawyers working in international practice. Contracts must communicate obligations accurately while remaining understandable to all parties involved.
By using simple language, consistent terminology, and well-structured clauses, international lawyers can draft clearer contracts in English that reduce confusion and minimize legal risk.
Improving clarity does not reduce legal precision. In fact, clearer language often makes contracts stronger and more reliable.
Lawyers who master these drafting techniques will be better prepared to work in international legal environments where clear communication is essential.
Legal English Lexicon
Ambiguity
Language that can be interpreted in more than one way.
Clause
A specific provision or section of a contract.
Contract drafting
The process of writing legal agreements.
Definition section
Part of a contract that explains the meaning of key terms.
Doublets
Pairs of similar words used together in legal language (e.g., null and void).
Obligation
A legal duty to perform a certain action.
Passive voice
A sentence structure where the subject receives the action.
Plain English
A writing style that uses clear and simple language.
Provision
A rule or clause contained in a legal document.
Termination
The ending of a contract.
