Last year, Dick Locke, who has an entire state on his side, wrote a great post on the importance of plain English in contracts. Then, last month, with the help of The Temp Life (Season 2, Episode 7), I made it very clear what might happen if you don’t follow his advice.
But one aspect of contracts we haven’t tackled yet is that of “reasonableness”. As highlighted in this recent article over on SupplyManagement.com which asks you to now be reasonable, these clauses can end up causing more disputes than they ultimately resolve. While they are included in the hopes of raising contentious issues during critical phases of contract negotiations, they simply delay the inevitable because, given enough time, a supply disruption will happen and finger pointing will begin.
The key to preventing disputes is to define precisely what conditions define a breach and what steps each party will take to try and remedy it, in plain English, so there are no disagreements down the line. While it’s true that a contract cannot predict, or define a remedy for, every type of disruption that could happen, it can predict, and define actions for, the most likely disruptions. The use of plain English to define reasonable remedies for these disruptions will prevent problems down the line. This will minimize the chance that the “catch-all” reasonableness clause will need to be invoked, but even if the “catch-all” clause does need to be invoked, if the reconciliation process is defined in plain English (notify, meet, accept, correct, etc.), things will still go smoother than if plain English is not used.