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How can you draft clear and concise contract terms that minimize ambiguity?

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Contract terms and clauses are the foundation of any corporate real estate deal, but they can also be a source of confusion, disputes, and litigation if they are not drafted clearly and concisely. Ambiguous contract terms can lead to misunderstandings, delays, and costly outcomes for both parties. In this article, you will learn some tips and best practices on how to draft clear and concise contract terms that minimize ambiguity and maximize clarity.

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1 Define key terms

One of the first steps to drafting clear and concise contract terms is to define the key terms that are used throughout the contract. Key terms are the words or phrases that have a specific meaning or significance in the context of the contract, such as rent, lease term, tenant improvement allowance, or force majeure. By defining the key terms, you can avoid confusion and inconsistency in the interpretation and application of the contract. You can also use a glossary or a schedule to list and define the key terms at the beginning or end of the contract.

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2 Use plain language

Another step to drafting clear and concise contract terms is to use plain language that is easy to understand and follow. Plain language is the language that is clear, simple, and direct, without using unnecessary jargon, technical terms, or legalese. By using plain language, you can communicate your intentions and expectations more effectively and reduce the risk of misinterpretation or ambiguity. You can also use short sentences, active voice, and common words to make your contract terms more readable and accessible.

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3 Avoid vague or ambiguous words

A third step to drafting clear and concise contract terms is to avoid vague or ambiguous words that can create uncertainty or confusion. Vague or ambiguous words are the words that have more than one possible meaning or interpretation, such as reasonable, material, substantial, or best efforts. By avoiding vague or ambiguous words, you can make your contract terms more precise and specific, and avoid disputes or disagreements over the scope or performance of the contract. You can also use examples, standards, or criteria to clarify the meaning or intention of the contract terms.

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Craig Chappell FCILEx

Sole UK Legal Counsel & CILEX Lawyer - Apleona UK
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Avoid using vague deadlines or time periods. If possible, set a specific timeframe for something that requires action. Think about what happens if one side thinks 'prompt' or 'as soon as possible' could mean 14 days, but you actually intended it to be 7 days. Also, understand the different standards behind words such as 'best' and 'reasonable' efforts and amend accordingly to ensure that you are not having to move heaven and earth to do something. Ambiguity and vagueness are breeding grounds for disagreements and trying to determine the intention of the parties later down the line is very difficult.

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4 Address contingencies and scenarios

A fourth step to drafting clear and concise contract terms is to address contingencies and scenarios that may arise during the execution of the contract. Contingencies and scenarios are the events or circumstances that may affect the performance or outcome of the contract, such as delays, defaults, breaches, changes, or disputes. By addressing contingencies and scenarios, you can anticipate and prepare for the potential risks and challenges that may occur, and provide clear and concise solutions or remedies for them. You can also use if-then clauses, conditions precedent or subsequent, or alternative options to deal with contingencies and scenarios.

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Craig Chappell FCILEx

Sole UK Legal Counsel & CILEX Lawyer - Apleona UK
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Always consider your worst-case scenario when thinking about liabilities and indemnities so that you can plan for those and build them into the limits you propose. This is especially true for consequential loss where you are making it subject to a cap to make it more palatable where the other side wants it removed entirely.

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5 Review and revise

A final step to drafting clear and concise contract terms is to review and revise your draft before finalizing and signing the contract. Reviewing and revising your draft is the process of checking and correcting your contract terms for accuracy, completeness, consistency, and clarity. By reviewing and revising your draft, you can ensure that your contract terms reflect your intentions and expectations, and that they are clear and concise for both parties. You can also seek feedback, input, or advice from the other party, a lawyer, or a professional to improve your draft and avoid errors or oversights.

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Craig Chappell FCILEx

Sole UK Legal Counsel & CILEX Lawyer - Apleona UK
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Always have a final review of the final, clean version to ensure that all of the amendments are incorporated. This will ensure that your intentions are set out clearly and that it reflects the discussions you have had and that no other terms or amendments have been snuck in.

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6 Here’s what else to consider

This is a space to share examples, stories, or insights that don’t fit into any of the previous sections. What else would you like to add?

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How can you draft clear and concise contract terms that minimize ambiguity?

1

2

3

4

5

6

1 Define key terms

2 Use plain language

3 Avoid vague or ambiguous words

4 Address contingencies and scenarios

5 Review and revise

6 Here’s what else to consider

Corporate Real Estate

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How can you draft clear and concise contract terms that minimize ambiguity?

1

2

3

4

5

6

1 Define key terms

2 Use plain language

3 Avoid vague or ambiguous words

4 Address contingencies and scenarios

5 Review and revise

6 Here’s what else to consider

Corporate Real Estate

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