Personal pronouns have become a cornerstone of plain language drafting. It has become accepted worldwide that it is better to use personal pronouns for consumer contracts. But what about contracts between businesses? We believe that they can sometimes help make business contracts better. In case you’re wondering, a personal pronoun is a short word (we, you or it) we use as a simple substitute for the proper name (Joan) or title (lessor) of a person.

There is a case for and against using personal pronouns in business contracts – you choose

Personal pronouns in consumer contracts are accepted worldwide

In horrible documents, often something as natural as the name of a party is drawn out into a mess of intricate terms. In reality, a party’s name shouldn’t be anything more complicated than “we” and “you”. Consider these two sentences:

  1. Upon notice by the lessor to the lessee, the lessee will pay to the lessor any sums outstanding on the lessee’s account.
  2. If we give you notice, you will pay us any sums outstanding on your account.

The second example is much easier to understand. Readers can see their roles quickly. Their rights and duties are simple to find. These contracts are signed by many different people every day. Simplicity and clarity are important. And this is why many laws across the world require plain language, including our own. First and second-person pronouns help with that. For a good example read the Microsoft Services Agreement for Microsoft consumer products, websites and services.

What are a donkey’s pronouns? He and haw.

Why should we use personal pronouns in consumer contracts?

  • They make the document more immediate and physical. Using terms like “the vendor” or “the client” distances a reader from the contract. The document is almost talking about two strangers, not the two human beings signing it. Words like “we” and “you” make it easier to see and internalise what you, as a person, are agreeing to.
  • They are quicker to read. Most people don’t see themselves as “transferors” or “transferees”. Using words that aren’t immediately relateable can cause ‘hiccups’ while reading. They break the flow of thought and force readers to mentally translate the terms before continuing. This slows down both understanding and how long it takes to sign the document.
  • They provide clarity and certainty. Legal documents are effective when both parties are sure of who they are in the agreement. If a contract is normally drafted and sent by one party, it makes sense for them to be “we”, and for the recipient to be “you”. Defining these terms, in the beginning, is important, but gives the body of the document a clearer, more conversational tone.

What about business contracts?

There is no rule about personal pronouns in business to business (B2B) contracts.

It is your choice whether to use them or not. This is a question of style and there is no right or wrong answer. It depends on the culture and the brand of the party drafting the contract. But most organisations use the third person for business contracts. Below we give you both the case for and case against – you decide.

The case for the first and second-person pronouns in business contracts

It is widely accepted that business to business contracts should also be drafted in plain language, and the principles remain the same. All legal writing should be clear and simple enough to be used in conversation with the reader. Unfortunately, many legal drafters don’t do this. Instead, they complicate their writing, as if a judge will read it. This means that they assume the parties will end up in court. They do nothing to prevent this from happening in the first place.

Most documents are only ever read by the people involved. Even if those people are representing a company, they need to be able to understand the company’s rights and duties simply. This will help them to make sure the company follows those duties and never needs to fight for its rights. And preventing costly legal battles is important in a business setting.

The principles of plain language drafting can help your business to manage its legal relationships. Even something as small as personal pronouns can have a big impact.

If you decide to use the first and second person in consumer contracts and the third person in business contracts, you need two sets of templates. This is hard to manage. So, if you decide to always use the first and second person, you only need one set.

The case for using the third person in business contracts

You may instead want to use the customer’s proper name (Joan Smith) or title (lessor). It is often impossible to use the customer’s name where the terms apply to the thousands of customers. For example, read the Licensing Terms for the Microsoft Azure Services. Microsoft uses the third person pronoun “Microsoft” and “Customer” rather than the first person “we” and the second person “you”. And Microsoft uses “Customer” rather than “Joan Smith” because the terms apply to many customers.

  • The larger the organisation, the more likely it will want to use the third person.
  • It is easier to put names into contracts if you use the third person. It is also easier to use document assembly tools.
  • In business contracts, there are often multiple parties or actors – not just two. If you use “we” and “you” it gets hard to refer to the other parties.
  • The contract is not between the people signing the contract but usually between two legal entities. “We” and “you” implies that humans are contracting either than juristic persons.

Ken Adams makes the case against it but we don’t agree with his observations for most business contracts.

ProofreadingPal says there are no hard and fast rules when it comes to this question in business writing. “Gear your writing to your purpose and what level of formality you think is appropriate”.

The Business Writing Blog asks – Do First and Third Person Mix Well? The answer is yes they can mix well and maybe this is a compromise for business contracts.