Whiteboard and Black-Letter: Visual Communication in Commercial Contracts
20 U. Pa. J. Bus. L. __ (Forthcoming)
52 Pages Posted: 23 Oct 2017 Last revised: 1 Feb 2018
Date Written: October 22, 2017
Scholars are increasingly exploring the intersections of visual expression with law and legal practice. This attention is welcome. Visual thinking and communication are unusually valuable tools for lawyers, including lawyers who plan transactions; design and draft contracts; and advise clients about their performance. Commercial relationships are often complex, the individuals involved of diverse backgrounds and roles, and the documents difficult to comprehend. Visual methods, as demonstrated through research in a number of fields, facilitate comprehension and collaboration across disciplines and social communities, and few business people will prefer contract text over timeline. That said, visual executions are not often observed in contract documents, and formal use of visual presentation by commercial lawyers faces substantial cultural and practical hurdles. This article begins taking on those hurdles. It explains why visual methods are useful in transactional work, identifies barriers to use of visual executions in contracts, and assesses recent scholarship encouraging such use in view of a characterization of contracts as managerial objects that operate across multiple inter-firm, intrafirm, and interdisciplinary communities over time. The article then examines two core questions about the use of visual presentation in contracts and related materials: treatment under contract interpretation and evidentiary principles, and characteristics of transactional situations where visual executions may be especially helpful. It concludes by suggesting a number of research streams, model creation, and other actions intended to build the case for such use. Visuals work in deal work; we should use the best tools for the job.
Keywords: Contracts, Commercial, Visual, Design, Visuals
JEL Classification: K12
Suggested Citation: Suggested Citation