Top 10 Contract Phrases Not to Use - A Lesson from Dr. Frankenstein

Sep 16, 2026

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Top 10 common contract phrases that undermine clarity and should be rejected when drafting agreements. The article explains why vague labels like “Agreement” and repetitive formalistic wording waste valuable space, how defined terms and emphasized language can create unintended implications, and why plain, descriptive titles and well-chosen section headings help readers understand obligations. It also critiques unnecessary boilerplate such as “unless otherwise agreed” and elaborates on safer alternatives through organization and detail.

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Top 10 Phrases Not to Use in a Contract

Dr. Frankenstein as a drafting lesson

Naming a contract "Agreement" and nothing more

"Agreement" as a defined term

"The parties expressly agree"

"Unless otherwise agreed"

Top 10 Phrases Not to Use in a Contract—A Lesson from Dr.Frankenstein reader will probably find the title“WidgetSales &Services Agreement"more helpfulthan the simple title “Agreement.”Addinga good title takes little time for the drafter,but it can greatly help a reader understandwhat the contract is about. is not clear,it's risky to rely on this for-malistic statement to fix the problem. By David T.Daly Like a display window in the front of adepartment store,the space on the firstpage of a contract is precious for its valueto attract and hold the reader's attentionand to tell the reader what the contract isabout.You shouldn't waste it on emptyboilerplate language. When a lawyer drafts a contract,thecreative process is more like Dr.Frankenstein's than like God's.In-stead of creating something out of noth-ing,we take whatever parts we can findand try to knit them together into a co-herent whole. I once had to search 20 boxes of docu-ments to find a particular contract.Duringmy search,I found dozens of contract draftstitled simply "Agreement"before Ifound theone I was looking for.How much time andeffort it would have saved if the dratershad given each contract a descriptive title! As I remember the story,Dr.Franken-stein's creation turned into a monster be-cause his assistant,Igor,gave him a criminalbrain instead of a normal one.We lawyerscan learn a lesson from this.In draftingcontracts,we need to carefully scrutinizethe parts other attorneys give us,and re-ject those that aren't going to work well. # 4.“The parties lexpressly|agree” Presumably,the parties agree to every-thing in the contract,or they wouldnt signit.You should just set out the parties'rightsand duties,without repeatedly saying"theparties agree.” # 2."Agreement"as a defined term Sparingly used,definitions are a usefultool in drafting a clear,concise contract.But there is one definition that we can al-most always do without:the defined term“Agreement”(referring to the contract it-self).Since the word “Agreement”is vague,lawyers often create a defined term,the“Agreement.” Lawyers sometimes use the phrase "theparties expressly agree”to emphasize theidea that follows.It has the effect of saying“and I really mean it!”But unfortunately,using the phrase "“the parties expresslyagree”to create emphasis implies that otherstatements in the contract are less impor-tant.If an idea needs emphasis,considerinstead whether you can create that em-phasis by reorganizing the contract,or byworking out the idea in greater detail. Over the years,Ive had the privilege ofworking with many fine lawyers and cli-ents in drafting,reviewing,and negotiatingcommercial contracts.I've also seen myshare of drafting monstrosities.From thisexperience,here is my list of the top 10common contract phrases that we shouldreject because they impede saying whatneeds to be said—clearly and concisely. When you refer to your contract,use thewords "this contract"(not defined)insteadOnly lawyers and their groupies use theterm “Agreement.”The word“contract”isalso more precise than“agreement,”sinceall contracts are agreements,but not allagreements are contracts. # 1.Naming a contract"Agreement"and nothing more 5.“Unless otherwise agreed” The phrase “unless otherwise agreed”islogically unnecessary so long as the par-ties remain free to amend the contract.Youmay,however,want to use it sparingly toindicate a section where the parties specifically expect a change,such as for prices One of the most important things a con-tract drafter can do is give the contract aspecific,descriptive title.For example,your 3.“Now,therefore,in considerationof the foregoing and the mutualpromises and covenants hereincontained,the receipt andsufficiency of which is herebyacknowledged,the partieshereby agree as follows:" “Plain Language”is a regular feature of the Mich-igan Bar Journal,edited by Joseph Kimble for theState Bar's Plain English Committe.The assistanteditor is George Hathaway,chair of the C

FAQs

Why is a descriptive contract title important?

The first page is precious for attracting and holding the reader’s attention. A specific, descriptive title helps readers understand what the contract is about and avoids wasting space on empty boilerplate.

What problems arise from using “Agreement” as a defined term?

The word “Agreement” is vague, so lawyers often define it. The article argues that this defined term is usually unnecessary and that “contract” is more precise for distinguishing what kind of document it is.

When is the phrase “unless otherwise agreed” considered unnecessary?

It is logically unnecessary as long as the parties remain free to amend the contract. It may be used sparingly only to indicate a section where the parties specifically expect a change, such as for prices.

Sep 16, 2026

Upload by Bulrr