What Incremental Change Looks Like

For purposes of implementing clearer contract language and a more efficient contract process, change at the level of the organization allows change to happen more quickly. But given that inertia holds sway at most organizations, I suspect that change is mostly being implemented by individuals, whether operating on their own or within organizations.

Last week I encountered an example of that, in the following email that reader Tim Hadley sent me:

I’m working on a real estate purchase and sale deal, representing the seller. When I prepared the sale contract form, I implemented many of the recommendations of MSCD. I confess that I left out some that I disagreed with (there are a few) or that I thought would be more difficult for others to accept without a period of “easing in.” But I took a pretty rigorous approach to the use of the different categories of contract language, and also implemented many of the recommendations of Chapter 13.

Buyer’s counsel had just finished a deal in which he and another client had had to try to improve someone else’s contract form that was written in a “style” that was everything the MSCD approach is not. That document had included exceptions within exceptions within exceptions, “for the avoidance of doubt” clauses that contradicted the language they were supposed to clarify, and all manner of other contorted language. His client had a degree in English and was especially dissatisfied with the drafting. Together they had agonized over efforts to improve that document, but they found that every round of revisions from the party opposite them included more of the same kind of drafting. He told me that when he received our draft contract, he found the difference so striking, and the contract so much easier to read and understand, that he called that client and read parts of our contract to him.

I recommended MSCD to him, of course.

Incremental change happens when lots of people independently decide that a new way of doing something offers advantages over the old. Incremental change takes more time, but it’s harder to stifle.

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.