Plain‑English Drafting: When to Ditch the Legalese

Drafting contracts for your business doesn’t have to be a game of decoding cryptic language. We’re often asked: “Should I avoid legalese in my contract?”-and for good reason. While it’s important to protect your business with a solid agreement, there’s a big difference between a contract that safeguards your interests and one that leaves everyone scratching their heads.

If you’re a business owner supplying products or services, understanding when legalese helps and when it hinders is crucial for avoiding disputes and building commercial certainty. Let’s break down exactly what legalese is, when it might (sometimes) be needed, and-most importantly-how you can set up contracts that are strong, fair, and actually understood by everyone involved.

What Is Legalese? Understanding the Basics

Legalese is a term you’ll often hear thrown around when discussing contracts, policies, or other legal documents, but what exactly does it mean?

• Legalese refers to legal writing full of technical terms, old-fashioned phrases, jargon, and complex sentence structures. Examples include terms like “heretofore,” “notwithstanding,” “whereas,” or phrases like “the party of the first part.”
• Documents packed with legalese might also feature long-winded or convoluted clauses, heavy on cross-references, double-negatives, or oddly formal wording.
• In the UK, legalese has traditionally been common in contracts and policies, but there’s a growing movement-particularly amongst forward-thinking small businesses and tech startups-towards plain English.

The problem? While legalese might make perfect sense to a contract lawyer, it often leaves everyone else feeling confused (or skipping entire sections of the contract).

Why Are Well-Drafted Contracts So Important?

Before we dig deeper into the pros and cons of legalese, let’s step back for a moment. Why do contracts, and the words you use in them, matter so much?

• Contracts clearly define rights and responsibilities for both you and your customer, partner, or supplier.
• A properly drafted contract-whether for services, goods, or something more complex-protects your business from risk and helps prevent costly disputes, misunderstandings, and lost revenue.
• They can set out important commercial expectations, payment terms, liabilities, data protection obligations, and much more.

But here’s the catch: A contract is only truly effective if the parties who sign it can understand what it says. That’s why the words you choose matter more than you think.

Legalese in Contracts: What’s the Problem?

So, what’s the real risk with using legalese in your business contracts? Isn’t it sometimes better to sound “official” or “serious” on paper?

Let’s bust that myth right away. Here are some reasons why legalese can do more harm than good:

• Confusion for non-lawyers: Most business owners, customers and suppliers aren’t legal professionals. Legalese creates unnecessary barriers to understanding your contract and makes it more likely someone will misinterpret their obligations or rights.
• Increased risk of disputes: If your customer or business partner doesn’t understand a term, the likelihood of a disagreement down the line increases. Ambiguous or unclear language is a common cause of legal disputes in the UK.
• Regulatory requirements: Certain UK consumer laws, such as the Consumer Rights Act 2015, demand that terms be fair, transparent and easy for the average person to understand-especially in consumer contracts.
• Lost trust: Overly formal or “scary” contracts can put partners or customers off signing, potentially losing you business or damaging your reputation. Contracts should help build relationships as much as they protect you.

In short: just because something “sounds legal,” doesn’t mean it’s better-or even enforceable.

What Does The Law Say About Legalese In The UK?

The UK legal system recognises the importance of clarity in contracts. While there’s no law outright banning legalese, the courts-and regulators-will often favour contracts written in a way that all parties can realistically understand. Some examples to be aware of:

• The Consumer Rights Act 2015 requires consumer terms to be both “fair” and “transparent.” If your terms are hidden away in complicated, archaic language, they may be challenged or set aside.
• Unfair contract term rules: Terms that are unclear or overly convoluted risk being deemed unenforceable-meaning you might not be able to rely on them if there’s a dispute.

For businesses trading with other companies, English contract law generally allows for more flexibility in language, but clarity is still a key factor in upholding a contract’s enforceability. So, opting for plain English is usually the safest (and smartest) route.

Is There Ever a Place For Legalese?

With all that said, there are instances where specific legal wording-or “legalese”-is necessary. Here’s when it might still have a role:

• Precise legal concepts: Certain legal terms have a well-established (and court-tested) meaning. Using “indemnity,” “force majeure,” or “liquidated damages” may be vital to ensure you’re covered properly, as loose alternatives could create a loophole.
• Statutory language: If legislation requires a particular phrase or definition, using that exact wording can be the safest approach.
• Complex transactions: Deals involving intellectual property, franchising, or company buyouts may include terms that can’t be easily reworded without losing their legal meaning. Even then, these terms should be accompanied by a plain-English explanation.

Most agreements-especially those with everyday customers and standard B2B suppliers-don’t need these technical terms in every clause. The art lies in knowing when their use is truly necessary.

Plain English vs Legalese: What Does Good Contract Drafting Look Like?

The trend in modern UK contract drafting is squarely towards using plain language wherever possible. Here’s what that looks like in practice:

• Short, simple sentences: Aim for clear subject-verb-object structure. Break long sentences into smaller chunks.
• Modern words, not archaic phrases: Replace “aforementioned” with “this,” “hereinafter” with “from now on,” and drop “witnesseth” entirely.
• No double negatives: Instead of “unless and until not terminated,” say “until this agreement is terminated.”
• Direct explanations for legal terms: If you must use a legal word (like “indemnity”), include a plain-English summary after the clause. For example, “This means that if someone else sues us because of your actions under this agreement, you’ll need to cover our costs.”
• Clear layout and headings: Use bold, numbered headings and lots of white space. Make it easy to find key sections like payment terms, cancellations, or termination rights.

In other words: If you don’t need legalese, don’t use it!

How Do I Decide What Language Is Right For My Contract?

Every business is unique. The ideal balance between plain-English and legal terminology comes down to the type of contract, the people signing it, and the risks you need to guard against.

Here are some questions to ask yourself as you draft or review your contracts:

• Who is my audience? Will this contract be read by consumers, small business owners, or sophisticated corporates? Tailor your language to their likely knowledge level.
• Is the legal word essential? If you’re unsure whether a technical term is needed, ask your legal advisor if there’s a risk in removing or simplifying it.
• What could be misunderstood? Look for any clause that might be misinterpreted if someone skips the “legalese.” Add a plain-English explanation or rewrite it more clearly.
• Are there statutory requirements? In some areas (like data protection, employee contracts, consumer rights), the law might require specific wording. Double check you’re compliant.
• Have we covered all essentials? Even simple language must cover key areas-liability, payment, timeframe, terminations, dispute resolution, and so on.

And don’t forget-if you’re transitioning from older templates or copying a precedent, heavy legalese could be a red flag that your documents need a refresh!

Practical Tips For Writing Clear, Enforceable Contracts

Ready to make your contracts a breeze to sign? Here’s our checklist for simple, plain-English drafting that protects your business:

1. Start with a template… but customise it: Standard templates are a good starting point, but always adapt them for your unique situation. Don’t let old legalese sneak in from outdated forms.
2. Define any technical terms up front: If a clause uses a word like “indemnity,” include a short definition or explanation, either in a definitions section or right in the clause itself.
3. Be explicit about the essentials: Spell out what each side must do, what happens if things go wrong, and how either party can end the agreement.
4. Test for clarity: Ask someone outside your business (and preferably not a lawyer!) to read the draft. If they’re confused, go simpler.
5. Use bullet points or numbered lists: For obligations, restrictions, and major steps, lists are easier to scan and less likely to be misread than paragraphs full of commas.
6. Keep things positive: Write what someone “will” or “must” do, not what they “shall not” do, unless the negative wording is really needed for legal accuracy.
7. Stay consistent with names and terms: Always use the same phrase throughout. If you call someone “the Supplier” in the beginning, don’t switch to “the Company” midway through.
8. Have a legal expert review it: Even if you draft in plain English, a legal review will help pick up anything that could be risky or lead to dispute down the line. An expert can also make sure you’re not accidentally missing important protections.

For more hands-on guidance, check out our article on redrafting your contracts for clarity and compliance.

When Is It Risky To Cut Out All Legalese?

Sometimes, simplifying too far can backfire. Here are situations where over-stripping technical terms could leave your business exposed:

• Complex arrangements: Licensing, intellectual property transfers, company fundraising, share sales, or international deals may require tight, recognised legal wording to ensure the deal works in law.
• Statutory wording: If the law says a contract has to include a certain phrase, you must use it-even if it’s a mouthful (for instance, to comply with specific employment protection rules).
• Clauses tested by courts: Some phrases have a specific legal impact because judges have interpreted them consistently. If you change them, you could lose that protection or certainty.

But even in these scenarios, you can often provide plain-English “summaries” alongside the legalese. This gives everyone confidence about what the contract’s really saying-without losing the statutory protection behind the scenes.

How Can I Tailor My Contract to My Audience?

One of the best ways to balance clarity and legal protection is to always draft with your contract’s reader in mind:

• For consumers: Use plain, straightforward language. Cut jargon, keep it short, and highlight key terms (like cancellation rights or refund rules) up front. This is especially important for online transactions-learn more about legal requirements for online businesses.
• For small business customers: Aim for the same clarity and accessibility. They’ll appreciate knowing what they’re signing up for-just like you would!
• For sophisticated businesses: It’s acceptable to use some technical terms, but only if everyone in the deal understands them. Always offer to clarify anything that’s unusual or open to confusion.

No matter who you’re contracting with, err on the side of clarity. It’s better to have to explain a term up front than to argue about what it meant in court.

Should I Use a Lawyer or a Template?

We get it-cost is always a consideration for any business. While using a well-drafted template can help you get started, avoid simply downloading free contracts off the internet and filling them in yourself.

Here’s why:

• Legal templates may be out of date or not UK-specific. The law changes, and not every template you find online will line up with current UK requirements, such as those covering data protection or consumer rights.
• No two businesses are exactly alike. Your agreement should reflect how you actually operate, not just a generic version.
• Lawyers can spot risks you haven’t considered. Having a legal expert review or draft your contract doesn’t mean it has to be complicated or expensive to understand. In fact, a good commercial lawyer will prioritise plain English-and make sure you’re actually protected from day one.

If you need support, our team specialises in creating and reviewing contracts that balance legal precision with accessibility. You can start by reading our guide on why a lawyer should review your contract.

Key Takeaways

• Legalese refers to complex, technical legal language that’s often more confusing than helpful-especially for non-lawyers.
• UK law requires contracts (particularly with consumers) to be clear, fair, and easy to understand. Overly complex wording can make contracts unenforceable.
• Use legalese only where it’s absolutely necessary for legal accuracy-otherwise, prioritise plain English and straightforward explanations.
• Always tailor your contract to your audience, using language they’ll realistically understand.
• Wherever possible, supplement legal terms with plain-English summaries, clear headings, and bullet points for readability.
• Having a professional review your contract doesn’t mean it has to be full of legalese-a good lawyer will help you strike the right balance between protection and clarity.

Protecting your business doesn’t have to mean making contracts hard to read. By taking a plain-English approach, you can reduce disputes, increase trust, and set your commercial relationships up for long-term success.

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If you’re ready to upgrade your contracts or want to check you’re properly protected, our team at Sprintlaw is here to help. You can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligation chat.