A Note on Inertia

I just added the following to the manuscript of my forthcoming booklet “The Structure of M&A Contracts,” in the preface:

But change is hampered by inertia. Deviating from standard language, no matter how defective, might spark debate, and debate creates delay and increases transaction costs. But inertia by itself isn’t a valid reason to reject change—if it were, the precedent-driven nature of the transactional world would ensure that contract language remains fossilized. Instead, you have to weigh the time and money you might save through don’t-rock-the-boat expediency against the increased efficiency and reduced risk offered by rigorous contract language; it shouldn’t take much for the latter to outweigh the former. This booklet aims to help you see what’s on each side of the equation.

It’s hardly a profound concept, but I don’t recall having previously articulated it clearly.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.