We Need to Simplify, Not Complicate

Have you ever ready anything like this in a legal document:

  • “Know all men by these presents that . . .”; OR
  • “Now, therefore, the party of the first part does hereby covenant, acknowledge, agree and warrant to and for the benefit of the party of the second part, and the party of the second part has relied thereupon, that . . .”?

Did you wonder what in the world the document (or worse yet, the lawyer that prepared it) was trying to say, and why on earth they said it that way?  After all, the parties had, presumably reached some sort of agreement, and they didn’t think of it or phrase it like that.  By the way, the first language means almost nothing other than – we’re about to tell you what the parties’ agreement really is; and the second language means little more than, Party A has represented or promised certain things to Party B as part of the contract.

Legal documents need to simplify, not complicate.  In fact, we shouldn’t even call them “legal documents?”  They’re really business documents – their purpose is to memorialize the parties’ business agreement as clearly and simply as possible, so as to avoid misunderstandings and disputes and protect the parties from both a business and legal perspective.

At BizB4Law, we want your business objectives, relationships and agreements to determine the content of your business/legal documents.  We’ll advise and protect you from the legal side, but after all, it’s the business deals that drive the bottom line.

Boilerplate and Forms

The terms “boilerplate” and “forms” are often used interchangeably to refer to a “standard” document or provision used for a recurring situation.  However, businesses err when they take a “one size fits all” approach. 

There’s an important distinction between “boilerplate” and “forms.”  There is no such thing as a boilerplate document.  If a deal is important enough to have a legal document drafted, then it’s important enough to consider what that document should say.  After all, it’s being prepared for specific parties and for a specific deal, not for anonymous parties A and B in connection with X transaction.

Compare the boilerplate concept for an asset purchase to buying a motor vehicle.  If a boilerplate document works for all asset purchases, then any motor vehicle will work for any situation.  But when you buy a vehicle, you consider:  who will drive it; in what conditions; for how many people; with how much cargo; for what purposes; whether mileage/comfort/features are important; etc.  You don’t want a monster truck for taking kids to the pool, and you don’t want a Mini-Cooper to drive the 8-person family and tow the boat on vacation.

Forms, on the other hand, can have a valuable role as either:  (a) a starting point in a reasonably common transaction; or (b) a uniform way of structuring and documenting the relationship of a specific business with multiple similarly situated parties – e.g., a dealer network or parts suppliers.  In these contexts, they add efficiency, increase value, reduce legal costs and time delays, and bring uniformity – BUT only if developed and used properly – as a starting point in the first context, modified to fit the specific context; and as a custom form developed for this specific business to achieve its specific objectives, in the second context.

At BizB4Law, we recognize value and efficiency and want to help you achieve both through the proper development and use of forms – for your business and to meet your objectives.