If not in plain English, then what?
So if plain English is not right or cost effective for every document—especially large transactions with competent lawyers—what is the proper style for modern transactional drafting? According to Kenneth Adams, the leading expert on the subject, it’s called “standard English,” and he details that standard in his book, the only comprehensive style guide for transactional drafting:
- Kenneth A. Adams, Manual of Style for Contract Drafting (2d ed., ABA 2008).
Adams is careful not to use the phrase “plain English.” His Manual is not directed at those who write consumer-credit disclosures, website disclaimers, and the “limitation of liability” on the back of a baseball ticket. He is speaking to lawyers who prepare complex contracts for business clients.
What is “standard English”?
Adams says standard English is “English as used by educated native speakers.” Adams, A Manual of Style for Contract Drafting at xxvi. He’s in full agreement with me that the content of complex contracts need not be conveyed in plain English: “Using standard English has nothing to do with dumbing-down contract prose to make it accessible to the nonlawyer.” Id. For Adams, and for me, plain English applies to “the simplified language of consumer contracts.” Id. at xxvii.
But Adams also insists that the language of modern contracts is dysfunctional. It abounds with “deficient usages . . . flagrant archaisms, meaningless boilerplate, redundant synonyms . . . inefficient layout, and so forth.” Id. at xxv. He aims to motivate you to improve your drafting—make it standard English—and then he tells you how.