Why Are Contracts So Long?
Updated: May 17, 2020
I'm working on a project to help a software developer revise and update its license agreements. My client thinks his contracts are too long and wants to cut out anything not needed. He believes his clients might be turned off by lengthy contracts.
I can think of six reasons why contracts get long.
Contracts need to include essential terms - like price, payment terms, a description of the services or products, expiration date, etc. - to be enforceable.
Contract language also needs to be clear for future application and interpretation (especially if there is a dispute).
Contracts need to include terms and conditions to comply with certain laws.
In Virginia, at least, the contract needs to contain the entire agreement because Virginia courts will not look at any other resources (e.g., emails, etc.) when trying to determine what a contract says. Contracts become lengthy as lawyers draft them to satisfy these objectives.
Some lawyers might be afraid to simplify or abandon long-used legal language - they don't want to take the risk that the contract might be unenforceable by refining enforceable contract language used in the past.
A client might not want to spend a lot of money on legal fees to have a lawyer spend the time to draft a shorter contract. Yes, it might actually cost more money to draft a shorter contract, than to live with a longer one. In my client's case, however, that investment of money is designed to lead to better customer relations.
If you're ready to overhaul your form contracts, contact me so we can get started.