The Benefits of Sloppy Drafting?

In his Market Movers blog, journalist Mark Salmon discusses whether there are any benefits to sloppy contract drafting. Mark quotes another blogger to the effect that sloppy drafting can represent an attempt to bury an issue in impenetrable verbiage. I added a brief comment to Mark’s post, but I’m not inclined to attempt a definitive treatment—a simpler explanation for sloppy drafting is sloppy drafters.

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.

5 thoughts on “The Benefits of Sloppy Drafting?”

  1. “[A] simpler explanation for sloppy drafting is sloppy drafters.”

    Additionally, sloppy drafting is often the result of a sloppy drafting process(which is something frequently discussed on this blog).

  2. “Sloppy drafting” may also reflect “intentional ambiguity”. Often, the parties to an agreement may settle on wording that is ambiguous or vague in order to conclude the matter, hoping (or trusting) that the sloppiness (i.e. ambiguity)will never have to be dealt with. I would like to hear your musings on this.

  3. Stan is on to something… One man’s “sloppy” is another’s intentional ambiguity. I learned from a very seasoned litigator-turned-transactional attorney, who repeatedly told me that “if a phrase is capable of more than one meaning, you must be certain that you intend this result – because in litigation all possible interpretations will be exposed”.

  4. Stan, Fitz: I can understand the parties to a contract wanting to skirt a contentious issue, leaving it to the courts to handle should it ever becomes a source of contention.

    But I think it unlikely that they’d choose to accomplish that by including an ambiguity, namely a word or phrase to which one can attribute two or more meanings. That would be going out of your way to ask for trouble. (One party’s sneaking ambiguity into a contract in order to be able to be able to invoke thereafter an alternative meaning is a different matter entirely, one that I discuss in this blog post.)

    It’s more likely that they’d accomplish that goal by being vague. (Vagueness is a function of imprecision.) Don’t get me started on exactly what vagueness is—it’s a question I’ve been debating with a linguist. But the best-known vehicles of vagueness are words like promptly and material.

    And vagueness certainly isn’t sloppy. It’s a legitimate drafting tool that has no bearing on the sort of incoherence and redundancy that Mark Salmon alluded to in his post.



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