"My client had been playing an annoying game with me, but it was actually a good exercise"

Contract length isn't everything: clear drafting and prioritising key issues matter most, as Olivia explains succinctly (but not too succinctly)

- OLIVIA WHITCROFT

I was recently sent two agreements to review in the same week by two companies. The relationships they covered were not dissimilar. Under each agreement, one party granted rights to the other party to carry on particular activities, involving the use of data and intellectual property (IP).

One contract was five pages long. The other was 205 pages.

The first was short on detail. I read it quickly and was sad there wasn't more of it to get my teeth into. The second was wordy. Each clause had thick chunks of text, and many sentences had up to 100 words. I needed multiple cups of tea and biscuits to get through it.

I had a similar concern with both agreements: how did the parties intend the provisions to work in practice? Some terms of the first were quite vague, and there may not have been enough there to establish what the parties wanted to happen. The second was at the other extreme. A lot of provisions were so complex, it seemed unlikely the parties would be capable of implementing them fully.

Short or long?

A short agreement ensures you have something in place to govern the relationship, and, if well drafted, can help to manage the key terms. But if it's too short, there's a risk you aren't clearly addressing all relevant issues. If there's a dispute, the contract may be missing details to help to resolve it. It may lack certainty on intended duties and remedies under the contract to determine, for example, what steps are expected to protect IP and data, what happens if they're misused, and who does what if there's a security breach. Nevertheless, there may be other drivers to keep a contract concise, such as creating a friendlier impression, speed of agreement, and ease and flexibility of implementation.