Does it Matter if your Contracts are Grammatically Correct?

April 28, 2009 on 3:15 pm | In Contract Drafting | Comments Off

We put together contracts of many pages – often hundreds of pages. With that many words on paper, what are the odds that it is free of grammatical mistakes?

According to Inside Training Newsletter, sixty percent of all business correspondence contains one or more grammar or spelling errors. This is based on a study done by a developer of English writing software solutions, WhiteSmoke. The most common error in written correspondence is missing words. Nearly one third of the documents reviewed revealed that the writers failed to use all the words needed for a grammatically correct sentence. The words most likely to be missed are verb auxiliaries (be, have, do), prepositions (in, on, at), determiners (a, an, the, this), and nouns.

Take a look at the contracts you have written. Are they grammatically correct? Does each sentence make sense? Do they each have a subject and verb? With the current explosion of “text-speak” it is possible that some contract drafters wouldn’t know a misspelling without the help of spell check. What about using the wrong word? Does it make a difference if one of the parties is assigned the responsibility to ensure, assure, or insure that a particular task gets done?

I suspect that, given the length of most government contracts, it is the extremely rare example that does NOT contain some measure of errors. The issue becomes one of determining if the errors are significant or what might be considered “harmless” error. Are the responsibilities of the parties clear? Are there any ambiguities caused by bad grammar?

Just because some mistakes may be inevitable is no excuse to accept sloppy drafting practices. You owe it to the parties (as well as your standing as a professional) to contain the risk of a contract by making it as clear and error free as possible. Sure, use spell check, but don’t forget that spell check can still give you the WRONG word. Both “from” and “form” are legitimate words. Just not the same word!

Here are two tips to help you improve the drafting of your contracts:
1. Don’t assume that you know what the document says. We all become too familiar with our own work and we “know” what it says even when it doesn’t say what we think. Get a fresh set of eyes on your document. Do a peer review with a co-worker. Reading portions out loud can also help. When you are articulating the words, when there is a disconnect between what your eyes are seeing and your mouth is saying errors become more obvious. We joke about the saying – When all else fails – read the contract, but in this case it actually helps!
2. Take the time to review your boilerplate forms and clauses as well. We are often called upon to review such forms and we have yet to find ANY such standard forms that do not contain some grammatical error – and sure enough misspellings and missing words are the most common culprits. Use the same techniques – peer review, fresh eyes, and reading out loud.

Do not accept sloppy drafting. Use the tools at your disposal to improve your writing. Fix the errors in your contract. Seek clarity and accuracy. Your contracts are a reflection on your own professionalism. The odds are that you will not see your contract cradle to grave. Give your successor a break and write in complete sentences – with proper spelling and grammar.

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