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Lawyers don't include plain English because, in general, legal code cannot have comments which are not executable code. Imagine the sort of comments you would write if they were all executable (and you could not trivially break this constraint -- it's a metaphor, work with me).

The business danger is that your plain English suggests, or is ambiguous with regards to, the meaning of something which your legal code is not ambiguous about, and the court holds that the meaning extracted from the plain English is controlling because, well, if you hadn't intended it that way you're a billion-dollar corporation with a dream team and you should have been able to phrase what you actually wanted in the contract you had drafted.

What's something which could easily be misconstrued... ooh, vesting schedules. "We grant you 10,000 options with a 4 year vesting schedule of 2,500 options per year." Lawyers will probably not be that loose with language. For one thing, this doesn't address the somewhat significant issue of when those 2,500 options accrue -- if I end my employment on day 1,000, do I end up with 5,000 options? Or 6,843 options? Or, perhaps more significantly, is the maximum number of options accrued under this 10,000? Or 20,000? (Lawyers don't get a DWIM operator any more than we do, and "with" is one treacherous little beastie now isn't it.)

> in general, legal code cannot have comments which are not executable code.

Patrick, it's not unheard of for lawyers to include simple hypothetical examples to illustrate how the legal language is supposed to work.

And sometimes I've included footnotes explaining why certain provisions are phrased the way they are. I do so mainly to educate the other side, but also with later readers in mind [read: litigation counsel and judges].

"The business danger is that your plain English suggests, or is ambiguous with regards to, the meaning of something which your legal code is not ambiguous about"

That assumes that the legalese is less ambiguous than plain English. Quite often it's the other way around.

No, it really is not the other way around "quite often." Legal English is quite specific and not particularly or regularly ambiguous.

This is a common misconception held by most people. It is wrong.

I'm not sure I fully understand what you mean. Could you please rewrite it in legalese?

No lawyer would include a plain English version because if you do so you risk ambiguity. There may be differences between the legalese and the plain English version. In that case your entire contract will be ambiguous and you are risking costly litigation to determine the exact meaning of the contract. Even if there are no differences it is guaranteed that if it comes to litigation some other lawyer will argue there are differences.

One of the most important goals of a contract drafter is to avoid all ambiguity and to provide certainty.

So I think the only answer is that if you do not understand a contract, hire your own lawyer to explain it to you. There are a lot of solo practitioners or small firms that will gladly do this for you for a small fee.

> No lawyer would include a plain English version because if you do so you risk ambiguity.

On the contrary, lawyers exist who can draft "plain English" contracts without pointlessly impenetrable copypasta legalese.

We've found that at the end of the day, plain English contracts create fewer problems because both sides understand what's on the page and don't object to it later.

Granted, such lawyers are hard to find.

NOTE: In the UK, in unequal contracts (business vs individual, for example), plain English is a legal requirement[1]:

"According to the UTCCRs, a standard term must be expressed in plain and intelligible language. A term is open to challenge if it could put the consumer at a disadvantage because he or she is not clear about its meaning - even if its meaning could be worked out by a lawyer. If there is doubt as to what a term means, the meaning most favourable to the consumer will apply."

1. http://www.oft.gov.uk/about-the-oft/legal-powers/legal/unfai...

No offense, but I do not think you understood what I was talking about. If you read the thread from the initial post we were discussing the possibility of having two versions of the contract a legalistic one and a plain English one written in the same document. As I said, this is unlikely to happen because there is too much danger there will be a real or perceived difference between the two versions which will cause ambiguity down the line.

Of course if it is possible to write the entire contract in plain English only that is to be preferred. But that is not always possible. There are certain things that simply cannot be worded in plain English with sufficient precision.

> No offense, but I do not think you understood what I was talking about. If you read the thread from the initial post we were discussing the possibility of having two versions of the contract a legalistic one and a plain English one written in the same document.

No offense, but that's exactly what I was talking about too. Please see my other comment in this thread, providing a real world example of such an "unlikely" document:

http://bagcheck.com/terms

> But that is not always possible. There are certain things that simply cannot be worded in plain English with sufficient precision.

That is false.

Just to be clear: this is about consumers, and doesn't apply to employment. The unequal part is about the balance that the term in question creates e.g. "if you unplug your PVR you will owe us all lost ad revenue and a reconnection charge £1000". From reading your post I had the impression that it applied to all contracts where the parties have an imbalance in power.

The problem with that is that the legalese version of the contract is supposed to be definitive. If they also provide a plain english and one of the terms when exercised invalidates a "plain english" provision, how is that supposed to be interpreted? In this case it was one of those details that mattered greatly. A plain english version would have just said "you get X options you can exercise on this vesting schedule, subject to terms(*)"

That doesn't seem to fix the underlying problem -- they understood/read the plain english version, just not the terms.

Honestly (and I'm guilty of this as much as anyone), I doubt they even read the terms. Here we have this huge thread about contract language being hard to understand, but if one doesn't take the time to read through, understand, and _remember_ all the terms of the agreement, how can one act on that information?

Complex, perhaps, but it's a complex subject.

It would be interesting to have a contract that had questions that must be answered at the end of each section. You must answer the questions correctly for the contract to be valid. And the question must properly represent the section -- that is, poor questions could invalidate the contract if challenged.

This would make it important for ppl to read the contract, and would push lawyers to make them simpler to read, and would also make it harder for ppl to push contracts onto people who don't really understand them.

> I'm racking my brain to find the examples I've seen, but there do exist in the wild "plain English" versions of contracts that are not binding (and they specify that) but instead contain comprehensible summaries of the salient parts.

See http://bagcheck.com/terms

Like docco for legal contracts.

Interestingly, Microsoft's BPOS standard terms include summaries above the salient sections. They are entirely non-binding, and quite well done.