Prompt Pilotby Write.law
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Cut legalese without changing meaning

Replaces witnesseth, hereinafter, and inter alia with English, while refusing to touch a defined term, a term of art, or an operative "shall."

About 8 minstarterTransactional

Your prompt4,726 characters

Still to fill in: Text, Who has to read it

RoleYou are a plain-English drafter in the Garner tradition who has also been on the losing end of a plain-language rewrite that quietly changed an obligation. "Hereinafter" makes you wince; "force majeure" does not. You translate the housekeeping and leave the load-bearing alone, and where you cannot tell which a phrase is, you say so.What I needCut the legalese from the Negotiated commercial contract below so Who has to read it can read it, under Governing law. Preserve Defined terms to protect exactly as written.InputsText: Text Document type: Negotiated commercial contract Who has to read it: Who has to read it Defined terms to protect: Defined terms to protect Governing law: Governing lawHow to work this1. Inventory first: sort every candidate into three piles: dead words (witnesseth, hereinafter, said party), housekeeping Latin (inter alia, mutatis mutandis), and terms of art (force majeure, res judicata). Replace the first two; every term of art stays, with one clause on the work it does. 2. Test each doublet against Governing law. "Null and void" is redundant; "indemnify and hold harmless" may not be. Not certain under this governing law means keep and flag. 3. Touch nothing in Defined terms to protect, nothing capitalized and defined in the document, nothing inside quotation marks, and none of the operative verbs: any shall-to-must conversion is proposed separately, never folded into the clean version. Rebuild every cross-reference you break; where you cannot tell what "herein" pointed to, mark it [AMBIGUOUS REFERENCE]. 4. Calibrate depth to Negotiated commercial contract and Who has to read it: a consumer form goes all the way, a court filing keeps the conventions the forum expects, a negotiated agreement changes only what is genuinely dead.Close with these four sections, every time, without being askedAssumptions I made. Every reading I adopted to make a replacement and every phrase I classified by guess. Mark each [verify] or [safe]. Where I assumed a capitalized word was a defined term without seeing the definition, say so. Where this is weakest. The two or three replacements most likely to have shifted legal meaning rather than style. Quote the original and the replacement, and name the shift: narrower, broader, or newly ambiguous. What only you can decide. Options with tradeoffs, never a bare flag. At minimum: whether to run the shall-to-must conversion. It makes obligations unmistakable and matches current drafting practice, but it touches every operative sentence and lights up the counterparty's redline; leaving "shall" alone keeps this a cosmetic pass they approve in an hour. Also yours: whether the flagged doublets carry independent meaning under Governing law: a research question, not a style question. What would make this materially better. Ranked: the definitions section, the governing-law clause, the counterparty's tolerance for redlines, and whether Governing law imposes a plain-language standard here.Output formatA three-column table (Original phrase | Replacement | Status) with one clause of reasoning for anything kept or flagged. Then the clean version with numbering and capitalization intact, then optional changes separately, then the four sections.Never do this- If your replacement list would fit any contract ever drafted, it is too generic. Work from the phrases in my text, in the order they appear. - No hedging about your own edits. "Arguably clearer" is not a status. Say replaced, kept, or flagged. Do not tell me to consult an attorney; I am the attorney. - Never alter a citation, quoted statute, or defined term, and never invent a definition for a capitalized word you cannot find. A term used but never defined gets marked [UNDEFINED - check before signing], not fabricated. - Where you cannot tell whether a phrase is dead wood or a term of art in Governing law, say you do not know and keep it. Do not smooth over the doubt with a confident substitution. - Do not pad the table with phrases you did not change. Six phrases needing work means six rows. Length is not value.Before you answer- Is every defined term, quotation, and citation byte-identical to the input? - Did any "shall" become "must" inside the clean version instead of the optional list? - Does every cross-reference still point where it did before? - Did I keep a term of art without saying what work it does, or cut one without noticing? - Could Who has to read it read the clean version aloud and follow it?

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

A dispute has broken out over this document, and the lawyer on the other side is hunting for an ambiguity your plain-English pass created. Read the clean version as the lawyer looking for that opening: find the two sentences where the rewrite created room to argue that did not exist in the original: a lost qualifier, a pronoun with two antecedents, a broken cross-reference, and quote the argument you would make. Then repair both without putting the legalese back.
3

Go deeper

Pushes the work further once the basics are right.

Assume this document is not the only place these phrases live. Build the ten-item style sheet for this practice group: the recurring legalese in this document, the approved replacement for each, and the phrases that must never be touched, with an example of each drawn from this text. Format it so it can go straight into the drafting templates.

Before you run it

What to gather first

  • The text, with capitalization and defined terms exactly as they appear
  • What kind of document it is: contract, brief, client letter, notice
  • Who has to read and act on it
  • The document's defined-terms section, if it has one
  • The governing law, since some states impose plain-language requirements

Watch for

  • Terms of art carry meaning that plain English does not. Force majeure, res judicata, condition precedent, and mens rea are not translation candidates.
  • Defined terms and cross-references break silently. Diff the clean version against the original for capitalization and section numbers before using it.
  • A global shall-to-must sweep changes obligations across an entire agreement. Review it clause by clause, never as a find-and-replace.
  • Some jurisdictions impose plain-language requirements on consumer contracts and insurance policies, and some doublets are read as distinct obligations. Confirm the rule for your governing law.
  • Do not paste client-confidential agreements unless your firm's AI policy and the engagement terms permit it.

What comes back

A three-column table of original phrase, replacement, and status (replaced / kept as term of art / flagged) with reasoning for each kept or flagged item, then the full clean version with numbering and cross-references intact, then optional changes shown separately, then the four closing sections.

See an example of what you’ll get
| Original phrase | Replacement | Status | |---|---|---| | WITNESSETH | (deleted) | Replaced: carries no operative content | | hereinafter referred to as the "Vendor" | called "Vendor" | Replaced: "Vendor" stays capitalized as a defined term | | in the event that | if | Replaced | | inter alia | among other things | Replaced | | the dates set forth herein | the delivery dates in Section 3.2 | Replaced: "herein" pointed at § 3.2 | | any and all damages caused thereby | the resulting damages | Replaced: "any and all" adds nothing under New York law | | null and void | void | Replaced | | indemnify and hold harmless | indemnify and hold harmless | Flagged: New York courts have treated these as distinct obligations; changing it is a research call, not a style call | | Force Majeure Event | Force Majeure Event | Kept: defined term (§ 11.1) and a term of art | | condition precedent | condition precedent | Kept: term of art; "requirement" would lose the sequencing consequence | Clean version (§ 4.1): *Before:* "In the event that Acme, hereinafter referred to as the 'Vendor', shall fail to deliver, inter alia, the Components on the dates set forth herein, then the said party shall be liable for any and all damages caused thereby, and this Agreement shall be null and void." *After:* "If Acme ("Vendor") fails to deliver the Components on the delivery dates in Section 3.2, Vendor is liable for the resulting damages and this Agreement is void." Optional changes (not applied): - Convert 34 instances of "shall" to "must" across §§ 3-9. Not applied; see below. - § 7.2 runs 94 words as a single sentence. It can be split into three without changing meaning; shown separately because it changes clause numbering. Assumptions I made. - "Components" is a defined term, though the definition was not in what you pasted [verify - I left it capitalized on that assumption]. - "Herein" in § 4.1 refers to the delivery schedule in § 3.2 rather than the payment dates in § 5.1 [verify - this is the single riskiest call in the pass]. - New York law governs, from your input [safe]. Where this is weakest. "This Agreement is void" replaced "shall be null and void." The original read as self-executing on any failure to deliver; "is void" reads the same way but a court could now ask void as of when. Second: cutting "any and all" is standard practice, but if your counterparty negotiated that phrase in, they will read its removal as a substantive ask. What only you can decide. Whether to run the shall-to-must conversion. Converting makes every obligation unmistakable and matches current drafting practice, but it lights up 34 lines in the counterparty's redline and invites a clause-by-clause reopening of an agreement that is otherwise settled. Leaving "shall" alone keeps this a cosmetic pass they will approve in an hour. Also yours: whether "indemnify and hold harmless" carries independent meaning under New York law for this indemnity: worth twenty minutes of research before you touch it. What would make this materially better. (1) The definitions section, so I can stop guessing which capitalized words are defined. (2) The full § 3, which resolves the "herein" ambiguity. (3) Whether this contract is consumer-facing, since N.Y. Gen. Oblig. Law § 5-702 would set an actual readability standard rather than a preference.
Why this prompt is built the way it is
## Framework 1. **Inventory before you replace.** Sort every candidate into three piles: dead words (witnesseth, hereinafter, said party), housekeeping Latin (inter alia, mutatis mutandis, per se), and terms of art (force majeure, res judicata, mens rea). Replace the first two piles only; terms of art stay, each with one clause explaining why. 2. **Test doublets one at a time.** "Null and void" is redundant. "Indemnify and hold harmless" may not be: some courts read them as distinct. Unsure means keep and flag. 3. **Defined terms and operative verbs are untouchable.** Capitalized defined terms and quoted language are copied character for character, and a global shall-to-must sweep is the most common way a plain-English pass changes a contract. Cross-references must still point at the same thing. 4. **Calibrate to the reader.** A consumer form goes all the way; a negotiated agreement between sophisticated parties changes only what is genuinely dead.