Over the past few days, I have been working exceptionally hard.
My company is about to conclude an important contract, and I have taken on the responsibility of drafting the agreement to be reviewed by solicitors, accountants, and the notary before its formal execution.
This task has required a great deal of effort, and the reason is almost paradoxical: the underlying agreement is extremely simple.
Generally speaking, a lawyer breaks an agreement down into its essential components and, by analysing its structure, drafts the clauses necessary to prevent and resolve any problems that might arise during its performance. In other words, a lawyer’s job often consists of making even the simplest agreement appear rather complicated.
This is not necessarily a mistake. When problems emerge, it is usually too late to seek a mutually acceptable solution; at that stage, it generally falls to a judge to settle the dispute. For this reason, lawyers try to anticipate potential points of friction and neutralise them through a safety net: a set of provisions designed to prevent differences of opinion from becoming so significant that they undermine the understanding that led to the agreement in the first place.
But let us return to our case. The agreement is simple; the contract, therefore, as contracts are expected to be, ought to be complicated.
Today I presented the draft to the colleagues who head the company’s other departments, seeking comments and suggestions before submitting it to the other party. Their reaction surprised me: they were all struck by how simple, concise and effective the draft was.
They had expected a multitude of clauses, a complex web of contingencies, cross-references and qualifications. Instead, they found themselves looking at a straightforward structure, understandable from the very first reading. A document that clearly defines the parties’ roles, obligations, rights and responsibilities, without concealing them behind the usual legalese. How strange: a contract written in plain Italian! A document in which the steps to be taken are clear and the respective rights and obligations immediately understandable.
Their reaction was summed up in a single sentence:
“Is that all? We thought it was going to be complicated!”
Reflecting on it afterwards, two observations came to mind.
The first is captured by a famous maxim, attributed in various forms to many writers and thinkers: “I would have written a shorter letter, but I did not have the time.” Brevity requires far more effort than verbosity.
The second is that writing in good Italian—or, more generally, in the language that ordinary people use every day to communicate and conduct business—is surprisingly difficult. At times it seems that nothing was learned from the authors studied at school, and that, on top of that, people attended at University level with great success every course offered by the imaginary Department for the Complication of Simple Matters.
Another quotation comes to mind, one often attributed to Einstein—probably apocryphal, but no less effective for that: “If you can’t explain it to a child, you don’t understand it well enough.”
Whenever I write a contract, a proposal, a technical report, or an article for you, my readers, I always try to remember that my task is to communicate an idea, not to make it so convoluted that different people can draw entirely different conclusions from the same premises.
My father and mother, both outstanding teachers, instilled in me an appreciation for clear writing and a moral obligation to express my ideas in such a way that they can be understood precisely as intended.
And so, we return to our blessed—and occasionally cursed—contract. Among my colleagues, a suspicion has begun to emerge: perhaps my draft is not fit for purpose after all. It is too clear, too simple, even perfectly understandable.
And that, apparently, is not how a contract ought to be.