In the last few years the concept of minimalism has caught on as a trendy new way to live an intentional life. Some people have taken the concept to the extremes by purchasing a “tiny house” or becoming intentional nomads, limiting one’s entire possession to what one can carry on their back. No matter what level of minimalism you are able to buy, or not buy, into, the definition of minimalism I am focusing on means being consistently intentional with the additions to your life and ensuring that you have no more than enough. This definition can and should also be applied to contract drafting. Yes, contract drafting.
Now that I’ve lost the attention of everyone looking for tiny houses and caught the attention of transactional lawyers (my people), extremely curious millennials (my peeps), and entrepreneurs avoiding spending money on lawyers by reading and writing contracts themselves (we got beef), let me apply the definition more directly. Minimalism, like a well drafted contract, is ensuring that every addition to your life (or contract) has been added with thoughtful intention ensuring no more than necessary is added. The goal is not to have too much or too little, but having enough. A contract should not be filled with superfluous legal jargon. Nor should it have bare bones provisions with material gaps in the terms of the deal. Your perfectly written contract should have the exact amount of provisions that explain the entire deal. Your contract should be enough.
A contract that has too many superfluous words and provisions creates confusion and has the potential to create terms not intended by either party. For example, Judges may interpret the phrases “Buyer will buy any and all of Seller’s widgets” and “Buyer will buy all of Seller’s widgets” differently. This is especially true when both versions of those two phrases are written multiple places in the same contract. If both phrases have the same meaning, why write them differently and why write them twice? Unlike my affinity for shoes, two phrases that mean the same thing, but are written differently in multiple places in the contract are not just nice to have; they are a problem. Superfluous language does not add clarity, it creates ambiguity.
On the other hand, the “tiny house” version of a contract will also cause contractual ambiguity. This message is for business people who often avoid lawyers (read legal fees) because the deal is “simple” and lawyers will just make it “complicated” (read thorough). The phrase “Buyer will sell 100 widgets on Wednesday” is too simple. What if the parties have a different understanding of which Wednesday? Of What happens if Seller delivers the wrong goods? Wait. Is Buyer picking up the widgets or is Seller delivering the widgets? This contractual tiny house does not describe the entire deal and while minimal in language, is overflowing in ambiguity.
Again, the solution is enough. (see old habits die hard) The minimalist contract has only the terms that are needed to describe the deal without ambiguity. This means all rights and obligations have been detailed without extra language for any court to create unintended terms. If you are a new business owner or are taking over the contract review process, remember the road to a minimalist contract starts with crossing out superfluous language and adding answers to the what-if’s. I may not have the discipline to apply minimalism to my closet, but as a transactional lawyer, a minimalist contract is the perfect contract. If after reading this article you are still unsure of whether your contract has enough, you could always do what you’ve been avoiding doing by reading this article: You could get a lawyer.
