contractsUse more white space; consider columns

Whether it’s a set­tle­ment agree­ment in PDF, a com­mer­cial lease on pa­per, or a terms-of-ser­vice agree­ment on a web­site, con­tracts are a di­verse class of doc­u­ments. There­fore, my ty­po­graphic ad­vice is more a prin­ci­ple than a prescription.

Let’s move past the self-serv­ing myth that ty­pog­ra­phy in con­tracts doesn’t mat­ter be­cause peo­ple must read them. Wrong. As I said in why does ty­pog­ra­phy mat­ter, read­ers are al­ways look­ing for the exit. So the most we can say is that peo­ple are sup­posed to read con­tracts. As writ­ers, we can en­cour­age them. But can we force them? No way.

In fact, it would be wiser for drafters to as­sume that most con­tracts go un­read. Why? Be­cause no one wants to read a con­tract. And most con­tracts are poorly de­signed. There­fore, it doesn’t mat­ter that peo­ple must read them. At best, they’re read­ing op­por­tunis­ti­cally. At worst, not at all.

For in­stance, the other day, a cer­tain mu­sic ser­vice made me promise that I had read their 20,551-word con­tract—3,276 in all caps—be­fore I could buy a $1.29 song. What do you think I ac­tu­ally did? Right. What would you do? The same thing. And every­one else? They’re no different.

Here’s what I did when I had to write my own soft­ware li­cense. We see these all the time. They’re re­li­ably care­less and awful.

  1. Bor­ing sys­tem font.
    Line spac­ing too tight.

  2. Small page mar­gins cre­ate an il­leg­i­ble line length.
    No space be­tween para­graphs or first-line in­dents.
    Un­nec­es­sary use of all caps.
    Para­graph num­bers hard to see.

A con­tract is ir­re­ducibly com­plex in terms of the el­e­ments that must go on the page (head­ings, words, num­bers, etc.). Thus, im­prov­ing con­tract ty­pog­ra­phy re­lies on two ma­neu­vers. First, max­i­miz­ing the vi­sual ef­fec­tive­ness of ex­ist­ing el­e­ments. Sec­ond, us­ing white space when­ever pos­si­ble for struc­ture and em­pha­sis, rather than adding more elements.

  1. Columns cre­ate a more com­fort­able line length.
    Eq­uity for body text; Con­course for the headline.

  2. Cleaner para­graph num­ber­ing, with space be­tween para­graphs and log­i­cal indenting.

  3. Line spac­ing loos­ened.
    No caps. Spar­ing use of bold or italic for emphasis.

Ar­guably, a larger point size would be op­ti­mal—the body text here is set at 10 point—but I wanted to fit every­thing onto one page.

by the way
  • One of the most tena­cious ur­ban leg­ends in le­gal ty­pog­ra­phy is the be­lief in the in­fal­li­bil­ity of caps in con­tracts. Yes, there are statutes that re­quire caps for cer­tain pro­vi­sions. But these are lim­ited in scope. In gen­eral, caps in con­tracts are ir­ri­tat­ing for the usual rea­sons: they make text harder to read and more likely to be skipped.

    Some law­yers have nev­er­the­less in­sisted that caps re­li­ably sat­isfy laws re­quir­ing “con­spic­u­ous” text, many of which are de­rived from the Uni­form Com­mer­cial Code. Oh really? The UCC de­fines “con­spic­u­ous” as “pre­sented [so] that a rea­son­able per­son ... ought to have no­ticed it”, and not­ing that “[w]het­her a term is ‘con­spic­u­ous’ or not is a de­ci­sion for the court.” UCC § 1-201(b)(10). On that point, the Ninth Cir­cuit has held that “[l]awyers who think their caps lock keys are in­stant ‘make con­spic­u­ous’ but­tons are de­luded.” In re Bas­sett, 285 F.3d 882, 886 (9th Cir. 2002). I concur.

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