Think Your Contract English Is Perfect? 3 Mistakes Even Native Speakers Make

"The meaning of a word is its use in the language." — Ludwig Wittgenstein, Philosophical Investigations (§43)

Wittgenstein’s most famous line goes right to the heart of legal English: words matter only because of how they’re used. This is especially true in contracts.

Yet most contract drafters, and even many translators, operate under the comforting illusion that contract language is somehow “objective.” Wittgenstein is not to blame for this directly, even though his early relationship with the Vienna Circle arguably fueled law’s scientific ambitions and popularized the mistaken belief that legal language can ever be truly objective.

Sorry to burst the bubble. It isn’t.

What we actually have are more or less effective ways to communicate meaning and intent.

Once we accept that language is not objective, and that it is the reader, not the drafter, who ultimately decides what a contract means, we are one step closer to truly clear contract drafting and translation.

Why does this matter? Because we can choose to draft with the reader in mind. That shift in perspective is how we move from opaque to clear, from dense to accessible, and from cryptic to enforceable.

Let's look at some common pitfalls.

❌ Conditionals That Fail to “Condition”

Every English learner has wrestled with conditional sentences. They’re formulaic, almost mathematical:

• Zero: simple present + simple present = factuality

  (If water reaches 100 degrees, it boils.)

• First: simple present + will = factual future event

  (I’ll buy the tickets later if I have time.)

• Second: simple past + would = hypothetical

  (If I had all the time in the world, I would read every book ever written.)

• Third: past perfect + would + present perfect = past hypothetical

  (If I had known you were waiting, I would have gotten here earlier.)

• Fourth: mixed

  past/present: If I hadn’t moved to Germany, I wouldn’t be running Klammer Academy.

  present/past: It’s really urgent. If it wasn’t, I wouldn’t have called you so late.

Simple, right?

But in contracts, you’ll often see something like this:

If, in the absence of a protective order or other remedy or the receipt of a written waiver from Disclosing Party, Recipient or any of its Representatives shall be advised by legal counsel that it is nonetheless required to disclose Confidential Information, then Recipient or such Representative, as applicable, may, without liability under this Agreement, disclose only that portion of the Confidential Information required to be so disclosed, provided that Recipient will cooperate with Disclosing Party, at Disclosing Party’s request and at Recipient’s expense, to obtain assurance that confidential treatment will be accorded such disclosed information.

What’s wrong here? Two things. First, the conditional statement is interrupted by exceptions and conditions, making it nearly impossible to follow. Second, “shall be advised” is not an appropriate verb construction.

What’s a better approach?

If Recipient or any of its Representatives is advised by legal counsel that disclosure of Confidential Information is required, then Recipient or such Representative may disclose only the portion required by law. Recipient will not be liable under this Agreement for such disclosure.

This applies only if (1) there is no protective order or other remedy, and (2) Disclosing Party has not provided a written waiver. Recipient will cooperate with Disclosing Party, at Disclosing Party’s request and Recipient’s expense, to seek confidential treatment for any disclosed information.

What changed?

• The conditional is no longer interrupted.

• The verb construction is clear and modern.

• Exceptions are separated for clarity.

This approach puts your reader first, and that’s the heart of effective contract drafting.

❌ Logic That Fails to Logicize

One clause reads:

(a) Construction: [...] (iii) “or” is used in the inclusive sense of “and/or” [...]

But several pages later, the same contract states:

(ii) ANY ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT SHALL BE EXCLUSIVELY INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF FLORIDA, IN EACH CASE LOCATED IN PALM BEACH COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN SUCH ACTION OR PROCEEDING.

What’s wrong here?

Two things. First, using all caps is like yelling at your reader. It feels aggressive and increases cognitive load. Be kind. Don’t yell.

Second, if the underlined or is meant to be inclusive, then saying actions or proceedings are to be brought exclusively in federal courts or state courts violates the basic principle of non-contradiction: a proposition and its negation cannot both be true. You cannot bring the same exclusive action in both courts at once.

A better option is to specify which court has priority, or to clarify if both courts are acceptable options, and under what circumstances.

What changes if you if you remove all caps and clarify priority?

• The language is no longer aggressive.

• The logic is consistent and clear.

• The clause is enforceable and easy to follow.

❌ Lines that go in circles

Repetition can serve a rhetorical purpose. But there’s a difference between thoughtful repetition and pointless repetition, like this:

(g) Waivers, etc.; Effect of Waiver or Consent. Any waiver, permit, consent or approval of any kind or character on the part of either Party of any provision of this Agreement or of any breach or default under this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. No delay or omission to exercise any right, power or remedy accruing to a Party shall impair any such right, power or remedy of that Party; nor shall it be construed to be a waiver of any such breach or default or an acquiescence in such breach or default or of any similar breach or default occurring after such breach or default; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after such breach or default.

This clause is full of redundancies: phrases like “waiver, permit, consent or approval of any kind or character” and repeated references to “any breach or default.” These add length but not meaning, making the clause harder to read and no clearer in effect.

How do you fix it?

Streamline the language. Focus on the core: waivers must be in writing, only apply as stated, and do not excuse other breaches, whether past or future.

🧠 So what's the takeaway for Contract English learners?

Clarity matters more than complexity in contract English. The best contract drafters are not the ones who use the fanciest vocabulary or the most convoluted structures, but those who communicate ideas in a way that is clear to everyone, especially the reader.

As a legal English learner, focus on these essentials:

✅ Prioritize clear structure. Put main points up front. Separate conditions and exceptions.

✅ Cut the clutter. Eliminate unnecessary repetition and dense phrasing.

✅ Use words for meaning, not for show. Aim for accuracy and simplicity.

✅ Remember your audience. Draft with the reader in mind, not just the drafter.

✅ Check your logic. Make sure each clause says exactly what you mean — no more, no less.

Legal English is not about making things sound complicated. It’s about making meaning unmistakable.