Why Our Agreements Look Like Crap

You might think corporate lawyers, whose professional lives depend on words, who are often known to others only through their words, would care how those words look. You might think that, but you’d be wrong, at least judging from the persistent kludginess of the agreements clogging up my inbox.

After reviewing Matthew Butterick’s wonderful Typography for Lawyers website, which shows just how easy it is to make our words look great, I found myself wishing our agreements looked better and wondering why they didn’t.

Why do so many corporate lawyers still use typewriter fonts? Why do the rest of us settle for Times New Roman? Why do we fully justify everything? Does any word really need to be bold, italic and underlined? And what’s with all those bold all-caps paragraphs?

In short, why do our agreements look like crap?

Butterick is a litigator, and his website is oriented towards litigators, so to explain the persistent crappiness of corporate documents I had to look inward. It wasn’t a pretty sight. Here are a few explanations:

   1.  Weakest link formatting. Unlike litigators, our documents are collaborative, each side adding its own edits along the way. As a result, our typography ends up being determined by the weakest link in the working group. If you serve up a first draft with good formatting, someone down the line will surely muck it up. Who has time fix it? And if someone serves up a first draft with bad formatting, those of us with a little design sense will ignore it, preferring to spend our deal capital fighting over more substantive issues. So, in the end, after going back and forth a few times, our documents tend to acquire a lowest-common denominator look.

   2.  The joy of impenetrability. Good typography makes a document easier to read, but sometimes we don’t want to make our documents easier to read. Litigators need a judge to read their brief and find it so convincing he rules in their favor. We just need someone to sign. So if an agreement is a chore to read, maybe, we think, the other side will just skip to the end and sign. Or if they insist on plowing through the whole thing, maybe their eyes will glaze over and their addled brain will miss some issues. Now I doubt bad typography has ever actually helped anyone this way – if anything, it’s only made others suspicious and facilitated later misunderstandings – but this sort of wishful thinking may explain why we put our most important paragraphs in all-caps bold-face type, thereby making them nearly impossible to read.

   3.  Blame it on EDGAR.  Many of us spent our formative years mired in EDGAR documents. Long after the rest of world moved to fancier formatting, EDGAR still hewed to its retro ASCII lineage, serving as perhaps the last bastion of the typewriter font. This arrested the typographical development of an entire generation of corporate lawyers, and we are living with the consequences.

   4.  White shirts, grey suits. Look around any gathering of corporate lawyers, and what you do see? A sea of white shirts and dark gray suits. If your idea of flash is a pinstripe, or a yellow tie, I can’t see your documents moving beyond the boring familiarity of Times New Roman. 

Notwithstanding the foregoing, I still wish our documents were easier on the eye, and I think we could all benefit from Mr. Butterick’s typography tutelage. His advice is concise, comprehensive and fun to read (“Don’t use Bookman unless you want your brief to look like it was printed during the Ford administration. If fonts were clothing, this would be the corduroy suit.”), so please, for all our sakes, give him a read.