What makes legal language difficult?

One of the main reasons why legal language is sometimes difficult to understand is that it is often very different from ordinary English. This comprises two issues:
(1) The writing conventions are different: sentences often have apparently peculiar structures, punctuation is used insufficiently, foreign phrases are sometimes used instead of English phrases (e.g. inter alia instead of among others), unusual pronouns are employed (the same, the aforesaid, etc), and unusual set phrases are to be found (null and void, all and sundry).
(2) A large number of difficult words and phrases are used. These fall into four categories, brief details of which are given below.

Legal terms of art

Legal terms of art are technical words and phrases that have precise and fixed legal meanings and which cannot usually be replaced by other words. Some of these will be familiar to the layperson (e.g. patent, share, royalty). Others are generally only known to lawyers (e.g. bailment, abatement).

Legal jargon

Terms of art should be differentiated from legal jargon. Legal jargon comprises words used by lawyers, which are difficult for non-lawyers to understand. Jargon words range from near-slang to almost technically precise words. Well-known examples of jargon include boilerplate clause and corporate veil.
Jargon includes a number of archaic words no longer used in ordinary English. These include annul (to declare that something, such as a contract or marriage is no longer legally valid) and bequest (to hand down as an inheritance property other than land).
It also includes certain obscure words which have highly specialised meanings and are therefore not often encountered except in legal documents. Examples include emoluments (a person’s earnings, including salaries, fees, wages, profits and benefits in kind) and provenance (the origin or early history of something).
Jargon words should be replaced by plain language equivalents wherever possible.

Legal meaning may differ from the general meaning
There is also a small group of words that have one meaning as a legal term of art and another meaning in ordinary English. One example is the word distress, which as a legal term of art refers to the seizure of goods as security for the performance of an obligation. In ordinary English it means anxiety, pain or exhaustion.

Here are some further examples:

- Consideration in legal English means an act, forbearance, or promise by one party to a contract that constitutes the price for which the promise of the other party is bought. Consideration is essential to the validity of any contract other than one made by deed. Consideration in ordinary English means; (1) careful thought, (2) a fact taken into account when making a decision, (3) thoughtfulness towards others.
- Construction in legal English means interpretation. ‘To construe’ is the infinitive verb form of the term. Construction in ordinary English means: (1) the action of constructing [e.g. a building]; (2) a building or other structure; (3) the industry of erecting buildings.
- Redemption in legal English means the return or repossession of property offered as security on payment of a mortgage debt or charge. Redemption in ordinary English usually means Christian salvation.
- Tender in legal English means an offer to supply goods or services. Normally a tender must be accepted to create a contract. Tender in ordinary English means: (1) gentle and kind; (2) (of food) easy to cut or chew; (3) (of a part of the body) painful to the touch; (4) young and vulnerable; (5) easily damaged.


Rupert Haigh, Legal English (Second Edition), Routledge Cavendish, 2009.

Legal Style

We can hardly improve on Joathan Swift's formulation of style: "proper words in proper places." That focuses on the right level of detail, but in begs questions of propriety. What are proper words? And how do you know where their proper places are?
In judging words and their placement, remember that the character of the writer determines the character of the prose. Even when the subject is as alien from everyday life as the Rule in Shelley's Case, style reveals self as surely as anything else. What you say and how you say it reflects your mental habits and your personality. In trying to write your best, you may strive to proportion one part to another and to the whole, to accent what matters most, to cut out what is useless, and to keep an appropriate tone throughout. But even with these goals in mind, different writers -however skilled- will aproach a topic differently, often quite differently.
Style embodies the message, delivers it for circulation. When style suffers -because of poor organization, sloppy paragraphing, clumsy rhythms, thoughtless jangles, or other befogging lapses- the content also suffers. When style is good, the content benefits.
Though all lawyers pay lip service to the importance of good legal writing, few seem to appreciate the capacity of style to influence results. Listen to Lord Denning, probably the greatest of Britain's judicial stylists:
[Y]ou must cultivate a style [that] commands attention. No matter how sound your reasoning, if it is presented in a dull and turgid setting, your hearers -or your readers- will turn aside. They will not stop t listen. They will flick over the pages. But if it is presented in a lively and attractive setting, they will sit up and take notice. They will listen as if spellbound. They will read you with engrossment.
So convinced was Lord Denning of the importance of style that he attributed the British role in winning World War II as much to Winston Churchill's manner of speaking and writing as to Churchill's strategy of intelligence.
For the sake of lesser battles, you need guidance to develop an effective legal style. As used here, the phrase legal style refers generally to expository prose about legal subject, whether in the form of persuasion, narration, description, or analysis. Most forms of legal writing fall within those realms: judicial opinions, advocacy, scholarly commentary, opinion letters, and other writing in and about law. Legal drafting -for instance, of legislation, rules and contracts- requires separate treatment and has received it in some excellent works.
The chief aim of style is clarity. But achieving clarity is only the first step; much remains -brevity, for example, and accuracy. Variety, elegance, imagination, force, and wit can make your prose interesting as well as clear. Often you must do more than simply communicate; you must persuade or even delight.
Don't confuse the negative with the positive virtues of writing: avoiding grammatical and rhetorical gaffes won't make you an exemplary stylist. Despite what some writing texts might have you believe, there are no real formulas for a good prose style. Removing needless passive-voice verbs, keeping sentences short, and using "action" verbs usually improve a piece of writing, but they still may not result in a good style.
Everything hangs on context and purpose. We value simplicity, but writing as simply as possible does not always mean writing simply. Complicated language occasionally proves unavoidable. Take the legislative jungle that is in the tax code: "It can never be made simple, but we can try to avoid making it needlessly complex." We can try to say it in plain language.
But what is "plan language"? I define it as the idiomatic and grammatical use of language that most effectively presents ideas to the reader. By that definition, plain language may be, in some sense, unplain. Who would call Immanuel Kant's categorigal imperative plain, despite the seeming simplicity of the words? "Act as if the maxim on which you act were to become, through your will, a universal law." On the other hand, who would volunteer to simplify it?
Still, most of us aren't framing Kantian thoughts. We should stick to a plain approach. Our age prefers it.

Gardner, Bryan A., Gardner on Language and Writing, 1st ed., pp. 39-40

Standard phrases for opening and closing letters and emails

Referring to a previous contact
With reference to your letter of 15 February...
In response to your query concerning...
Further to our (telephone) conversation of...
Thank you for your email of 15 February.

Stating the reason for writing
I am writing to inform you that...

Closing, offering further assistance
Please contact me again if I can help in any way.
Should you have any further questions, do not hesitate to contact me.

Referring to future contact
I look forward to your reply / to meeting you / to hearing from you.

Amy Krois-Linder, International Legal English, Professional English, Cambridge.

Emails: Style

Email is a relatively recent development, and because it is perceived as a quick and informal means of communication, people are often unclear about the style and conventions they should use in business situations.

In legal work, while email correspondence may tend towards informality, it should also follow the same general principles as any other form of business correspondence.

Here are some basic tips about style in emails:
- In general, email messages follow the style and conventions used in letters or faxes. For example, you can use salutations such as Dear Mr Archer or Dear Gerald, and complimentary closes such as Yours sincerely. However, if you know the recipient well, or if you are exchanging a series of messages with one person, you may dispense with the salutation and complimentary close altogether.
- Make a clear mental division between personal messages and messages written in the course of legal work. In a message written in the course of legal work, the same rules of writing apply as for a letter: write clearly, concisely, pay attention to the accuracy of factual information and legal advice given, and observe high standards of professional courtesy; consider audience, purpose, clarity, consistency, and tone.
- Use correct grammar, spelling, capitalization, and punctuation, as you would in any other form of correspondence.
- Do not write words in capital letters in an email message. This can be seen as the equivalent of shouting and therefore have a negative effect. If you want to stress a word, put asterisks on each side of it, e.g. *urgent*.
- Keep your email messages short and to the point. People often receive a lot of emails at work, so conciseness is especially important.
- In general, limit yourself to one topic per message. This helps to keep the message brief and makes it easier for the recipient to answer, file, and retrieve it later.
- Check you email message for mistakes before you send it, just as you would check a letter or fax message.


Rupert Haigh, Oxford Handbook of Legal Correspondence, Oxford University Press, 2006.

Stuffy Words and Legalese

Just because you know what malum prohibitum means or what a habendum clause does is no reason to use such language at the dinner table. A lawyer should keep in mind that the purpose of communication is to communicate and this can’t be done if the reader or listener doesn’t understand the words used.

Some lawyers also tend to use words in peculiar ways, using same as a pronoun and said as an adjective . Some pepper contracts and resolutions with whereases and wherefores. Harsher critics suggest that the impenetrable language serves the same purpose as mumbo-jumbo always has: to keep the public in the dark and protect a trade monopoly. Less severe critics chalk it up to professional inertia.

Fortunately, the trend today is toward plain language and away from the stuffiness and jargon-laced prose that characterized so much legal writing in the past. It’s a welcome trend, and one that writing coaches universally encourage.

Gardner, Bryan, The Redbook: A Manual on Legal Style (2nd Ed.), Thompson West, 2006.

Precision and Accuracy

Often either of two words will suffice in a sentence, but the shades of meaning differ. There is, for example, a difference between saying that a doctrine is old and saying that it is venerable, between calling a treatise compendious and calling it voluminous, and between characterizing a person as drunken as opposed to merely drunk on a specific occasion.

Careful writers make distinctions. They cultivate an awareness for words and their connotative differences. They would no more write incidental to when they mean incident to than a carpenter would try to nail with the handle of a screwdriver.

Gardner, Bryan, The Redbook: A Manual on Legal Style (2nd Ed.), Thompson West, 2006.

Principles for all legal writing

There are different types of legal writing -demand letters, opinion letters, research memos, motions, briefs, judicial opinions, contracts, statutes, and ordinances, to name just a few. Although each type presents a unique challenge, they all have some things in common. That is, certain principles of good writing apply to the whole gamut. These 20 principles may be divided into three subparts:
- Framing Your Thoughts
- Phrasing Your Sentences
- Choosing Your Words
Whatever the document, you’ll be doing these things. The 20 tips that follow should kelp you do them better.

Framing Your Thoughts
1) Have something to say -and think it through.
2) For maximal efficiency, plan your writing projects. Try nonlinear outlining.
3) Order your material in a logical sequence. Use chronology when presenting facts. Keep related material together.
4) Divide the document into sections, and divide sections into smaller parts as needed. Use informative headings for the sections and subsections.

Phrasing Your Sentences
5) Omit needless words.
6) Keep your average sentence length to about 20 words.
7) Keep the subject, the verb, and the object together -toward the beginning of the sentence.
8) Prefer the active voice over the passive.
9) Use parallel phrasing for parallel ideas.
10) Avoid multiple negatives.
11) End sentences emphatically.

Choosing Your Words
12) Learn to detest simplifiable jargon.
13) Use strong, precise verbs. Minimize is, are, was, and were.
14) Turn -ion words into verbs when you can.
15) Simplify wordy phrases. Watch out for of (e.g. use "enough" instead of “an adequate number of").
16) Avoid doublets and triplets (e.g. due and payable, last will and testament)
17) Refer to people and companies by name.
18) Don’t habitually use parenthetical shorthand names. Use them only when you really need them.
19) Shun newfangled acronyms.
20) Make everything you write speakable.

Bryan A. Gardner, Legal Writing in Plain English, University of Chicado Press, Chicago, 2001

Contrasting ideas

Two ideas can be contrasted with each other using the words whereas and while:

Real property refers to land and anything permanently attached to the land, whereas/while personal property refers to all other property.

Both whereas and while can appear at the beginning of the sentence as well:

Whereas/While real property refers to land and anything permanently attached to the land, personal property refers to all other property.

It should be noted that whereas is used in Legal English in two distinct ways. The first use has the meaning of “but on the contrary” (as un the present example). The second use is at the beginning of recitals, i.e. the setting forth of facts or other important matter in a deed, contract or other legal document.

Whereas, the parties wish to amend certain terms of the Sales Contract; and
Whereas, certain capitalised terms not otherwise defined herein are defined in the Sales Contract...

Amy Krois-Linder, International Legal English, Professional English, Cambridge.

Nouns ending in -or and -ee

Words ending in -or and -ee (such as promisor/promisee) are commonly found in legal texts of all kinds, but particularly in contracts. In these words, the -or indicates the person initiating the action, and the -ee ending the one receiving it. Thus promisor refers to a person making a promise, while the promisee is the recipient of the promise, or the person to whom something has been promised. Note that words of this type are also found in everyday English (for example employer, someone giving employment; employee, someone receiving employment).

Amy Krois-Linder, International Legal English, Professional English, Cambridge.

Spelling in legal texts

Lawyers are trained to pay attention to detail. Therefore, spelling mistakes in a letter are likely to be noticed and will create a very bad impression. Spelling, punctuation, and grammar should all be checked carefully. Many people rely on the spell-checker in their computer to ensure there are no spelling mistakes. However, spell-checkers often prescribe American spellings, while clients and other correspondents may prefer British spellings. In any case, certain kinds of mistakes will slip through such a check, e.g.:
- Where a word may be spelt correctly but is the wrong word: I saw it their (instead of I saw it there).
- Where a compound word is incorrectly split into two words, or two words are incorrectly combined to form a valid compound word: the good will of the company (instead of the goodwill of the company).
There is no substitute for carefully proofreading each letter that you have written.

Rupert Haigh, Oxford Handbook of Legal Correspondence, Oxford University Press, 2006.

Shall and may

In legal documents, the verb shall is used to indicate obligation, to express a promise or to make a declaration to which the parties involved are legally bound. This use differs from that in everyday speech, where it is most often used to make offers (Shall I open the window?) or to refer to the future (I shall miss you), although this latter use is less frequent in modern English.

In legal texts, shall usually expresses the meaning of “must” (obligation):

Every notice of the meeting of the shareholders shall state the place, date and hour.

Or “will” (in the sense of a promise):

The board of directors shall have the power to enact bylaws.

Shall can also be used in legal texts to refer to a future action or state:

...until two years shall have expired since such action by vote of such shareholders.

In everyday speech, this future meaning is commonly expressed using only the present perfect (... until two years have expired...).

Another verb commonly found in legal documents is may, which generally expresses permission, in the sense of “can” (this use is less common in everyday English):

...any bylaw or amendment thereto as adopted by the Board of Directors may be altered, amended or repealed by a vote of the shareholders.

In everyday English, may is sometimes used as a substitute for might, indicating probability (He may want to see the document).

Amy Krois-Linder, International Legal English, Professional English, Cambridge.

Explaining what a law says

There are several ways to refer to what a law says. Look at the following sentences:

The law stipulates that corporations must have three governing bodies.
The law provides that a witness must be present.
The patent law specifies that the subject matter must be "useful".

These verbs can also be used to express what a law says:
The law states / sets forth / determines / lays down / prescribes that...

Amy Krois-Linder, International Legal English, Professional English, Cambridge.