Plain language in contracts: clarity without changing the agreed terms
In a transaction between companies in different countries, the contract must be readable in another language without losing the negotiated terms. Those who must perform it need to identify who is bound, the affirmative covenants, the negative covenants, and which exceptions apply. The translation must make that reading easier while preserving the scope of the original.
What clarity means in a contract
The International Plain Language Federation links clarity to three tasks for the reader: finding the information they need, understanding it and using it. Wording, structure and design all contribute to this. In a contract, that approach calls for a review of how obligations are presented, as well as the words used.
“The cardinal rule of clarity is to put yourself solidly in the minds of your readers: what would they like to know, and how would they like to get it?”
Joseph Kimble, The Proof Is in the Reading (2016), p. 54.
In contract translation, this approach can guide sentence structure and word choice while preserving the conditions, exceptions and defined terms of the source text.
In an article published by the American Bar Association, Cynthia Adams recommends presenting ideas in manageable sentences, making it clear who acts, avoiding unnecessary expressions and repetition, and using verbs to express actions. These are drafting guidelines: counting words does not replace reviewing a clause, and a technical term may be necessary to express the agreed terms.
Translating and amending the original are separate engagements
When drafting or reviewing the source contract, the parties may agree on simpler wording. When translating an approved version, the scope for change is different: a sentence may be structured to suit the syntax of the target language, but its conditions, exceptions and defined terms must be preserved.
If an expression seems redundant, such as “null, invalid and of no effect” (which may be rendered in Spanish as “nulo, inválido y sin efecto alguno”), a stylistic preference does not justify deleting elements of the original. Their function must first be determined, and any uncertainty about their scope must be raised with the responsible team. The same applies when an exception allows more than one reading: the translation should not silently choose the most convenient one.
Plain language in translation: preserving the contractual mechanism
A translation can faithfully reproduce a clause while making it harder to read through unnecessarily lengthy expressions. This hypothetical example shows how to make the wording more direct without changing what the source text provides.
Spanish source text
Si el Proveedor no entrega los Bienes a más tardar en la Fecha de Entrega, el Cliente podrá dar por terminado este Contrato mediante aviso por escrito al Proveedor.
Longer English translation
In the event that the Supplier fails to effect delivery of the Goods by the Delivery Date, the Customer shall be entitled to terminate this Agreement by giving written notice to the Supplier.
More direct English translation
If the Supplier fails to deliver the Goods by the Delivery Date, the Customer may terminate this Agreement by giving written notice to the Supplier.
What improves and what is preserved
“If” replaces “in the event that”, and “fails to deliver” replaces “fails to effect delivery”. In this clause, “may terminate” expresses the same entitlement more directly than “shall be entitled to terminate”.
The second translation preserves the defined terms, the delivery deadline and the requirement for written notice to the Supplier. It also preserves the Customer’s choice: the Customer may exercise its right to terminate the Agreement.
What Indigo reviews
The review compares the translation with the source document: the obligated party, required action, time limit, condition and exception. Will, must and shall do not have automatic equivalents in translation: the provision must be read to determine whether it imposes an obligation, grants a right or discretion, sets a condition or describes a future event. It also checks defined terms and references against the rest of the contract and its schedules. When a question requires a decision about the source text, we raise it with the responsible contact and apply the answer to the affected passages.
Documented experience with plain language
In 2017, GE News reported that GE Aviation’s digital unit had replaced seven inherited contracts, some more than one hundred pages long, with a single contract, whose initial draft was five pages, and was recording a 60% reduction in negotiation time. This is a contract redesign case reported by GE; it does not measure the effect of translating a contract or a result achieved by Indigo.
Joseph Kimble compiled earlier evidence in Writing for Dollars, Writing to Please (1996–1997). A study begun in Michigan in 1987 and replicated in Florida, Louisiana and Texas collected 1,462 responses from judges and lawyers: preference for plain-language versions of legal paragraphs ranged from 80% to 86% (pp. 19–20). This is historical evidence of a reading preference.
Clarity is checked against the agreed terms
To prepare a translation, it is useful to identify the current version, the source and target languages and jurisdictions, and its intended use. That helps distinguish what can be resolved through wording in the target language from what requires confirmation. Clarity is useful when the translation helps readers follow the contract and preserves its terms.
The review applies a concrete test: readers should be able to identify who must do what, when and subject to which exceptions, without the translation adding or removing conditions. If that relation cannot be determined from the source text, a query should be raised before the translation is finalised.
Let’s discuss your matter
We will review the scope and how to address questions about the source document before starting.