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Writing rules

Every rule Twinkle writes by, in plain words, with an example of each.

The rules are a yardstick, not the target. Twinkle writes the way Normi writes, and uses these rules only where he shows no consistent way. The places under Never changed are different: Twinkle leaves them exactly as you wrote them, whatever the style.

How it works

The structure

How the rules are organised

56 rules in 8 groups, under the four principles of plain legal writing (ISO 24495) and the places Twinkle never changes. Tap a group to open it.

Plain legal writing: four principles

  1. 1. Relevant

    The reader gets what they need.

    No rules of its own. Twinkle serves it by asking whose text it is and what kind, and by finding your point before it rewrites.

  2. 2. Easy to find

    The reader finds what matters quickly.

    • Answer, order and headings (8)

  3. 3. Easy to understand

    The reader understands what they find.

    • Paragraphs and flow (4)
    • Short, clear sentences (8)
    • Familiar, exact words (10)
    • Tone and courtesy (4)
    • Numbers, dates and lists (2)

  4. 4. Easy to use

    The reader can act on it.

    • Options and choices (1)

Never changed

Apart from the principles: whatever the style, these stay as you wrote them.

  • Things Twinkle never changes (19)
›The same, as a list
  • Relevant (principle 1): The reader gets what they need. No rules of its own. Twinkle serves it by asking whose text it is and what kind, and by finding your point before it rewrites.
  • Easy to find (principle 2): The reader finds what matters quickly.
    • Answer, order and headings, 8 rules: Answer first; Answer, reasons, next steps; A summary for long advice; Never bury the action; Headings that say something; Subject line and ask first; Bold, not capitals; One numbering system.
  • Easy to understand (principle 3): The reader understands what they find.
    • Paragraphs and flow, 4 rules: One topic per paragraph; Short paragraphs in letters; Short paragraphs in advice; Show where the logic turns.
    • Short, clear sentences, 8 rules: Subject close to its verb; Short sentences; One idea per sentence; Say who acts; No stacked negatives; No and/or in new text; One hedge per claim; Do not mix if and unless.
    • Familiar, exact words, 10 rules: Verbs, not buried verbs; Cut throat-clearing; One word, not a doublet; No archaic legal words; One word for an obligation; The plain word; Plain words before Latin; Define only what you reuse; No one-off acronyms; Same thing, same name.
    • Tone and courtesy, 4 rules: Explain by consequences; Firm and courteous; Cut filler words; No exclamation marks.
    • Numbers, dates and lists, 2 rules: Dates and money one way; Long lists as lists.
  • Easy to use (principle 4): The reader can act on it.
    • Options and choices, 1 rule: Recommend, and say what follows.
  • Never changed: These are the places Twinkle leaves exactly as you wrote them.
    • Things Twinkle never changes, 19 rules: Endeavours wording stays; Without prejudice stays; Reservations of rights stay; No threats or overreach; Never raise certainty; Quoted text stays exact; Conditions and exceptions stay; Shall, must, may, will stay; Never choose a scope silently; Fixed formulas stay; Time words stay exact; Numbers and bounds stay exact; Where a fact came from stays; Definitions stay word for word; Open standards stay open; A may stays a may; Defined terms keep their form; Cross-references stay exact; Likelihood words stay put.

Find a rule

56 rules.

Relevant

Principle 1. The reader gets what they need.

No rules of its own. Twinkle serves it by asking whose text it is and what kind, and by finding your point before it rewrites.

Easy to find

Principle 2. The reader finds what matters quickly.

›

Answer, order and headings (8)

Put what the reader needs first, and make it easy to spot.

RemovedAdded, plain-writing ruleMoved

Answer first

Open with what the reader most needs: the answer, the recommendation or the action they must take.

Before

We have considered clause 14 of the Facility Agreement and the related correspondence, and in our view Moved: Kestrel Bank cannot call the loan this month.

After

Moved: Kestrel Bank cannot call the loan this month: that is our view after we considered clause 14 of the Facility Agreement and the related correspondence.

Why: A reader who stops after one line still has the answer.

Australian Government Style Manual: Inverted pyramid structure, Start with what the user most needs to know. ISO 24495-2, clause 5.2.3. Rule S1

Answer, reasons, next steps

One way to order client advice is the answer, then the reasons, then the next steps (a suggestion, not something Twinkle checks).

Before

Please sign the Moved: waiver by Friday; the cash sweep in clause 9 starts once the ratio falls; in short, the Moved: sweep cannot be avoided.

After

In short, the Moved: sweep cannot be avoided; the cash sweep in clause 9 starts once the ratio falls; please sign the Moved: waiver by Friday.

Why: The client reads what the answer is before why it is so and what to do about it.

Australian Government Style Manual: Inverted pyramid structure, Order by importance. ISO 24495-2, clause 5.1.3. Rule S2

A summary for long advice

Long advice that covers more than one issue starts with a summary of the points the reader needs to decide.

Before

This advice covers the security package, the guarantee and the hedging terms, each discussed in turn below.

After

In summary, you need to decide on the security package, the guarantee and the hedging terms, each discussed in turn below.

Why: A reader with several decisions to make sees all of them before the detail of any one.

Australian Government Style Manual: Inverted pyramid structure, Long content: a summary or list of recommendations in the preliminary pages. ISO 24495-2, clause 5.1.3. Rule S3

Never bury the action

Say who does what, and by when, at the start or the end: never bury the action, the deadline or the amount in a long paragraph.

Before

Moved: We have considered the lender's position on default interest, the consent fee is $40,000, and you need to sign and return the consent by 5 pm Thursday if you agree.

After

You need to sign and return the consent by 5 pm Thursday if you agree; Moved: the consent fee is $40,000, and we have considered the lender's position on default interest.

Why: A deadline in the middle of a paragraph is the one most easily missed.

Australian Government Style Manual: Emails and letters, The body says what the reader must do or know; include the date if they must act.. ISO 24495-2, clause 5.2.4. Rule S4

Headings that say something

A heading says what its section is about, keeps the form of the headings beside it, and is never in capitals.

Before

BACKGROUND: why the lender can charge default interest

After

Why the lender can charge default interest

Why: A heading that carries the point lets the reader skip to the part they need.

Australian Government Style Manual: Headings, State the main point; Be consistent (two common forms: noun phrase and instruction); no all capitals. ISO 24495-2, clause 5.2.2. Rule S6

Subject line and ask first

An email says its purpose in the subject line, puts the ask and the date first, and keeps to one topic.

Before

Subject: Update, as Moved: the bank's draft arrived yesterday and we need your approval of our reply by noon Tuesday

After

Subject: Your approval of our reply to Moved: the bank's draft by noon Tuesday (the draft arrived yesterday)

Why: A busy reader on a phone decides from the subject line whether to open the email now.

Australian Government Style Manual: Emails and letters, Write a clear and concise subject line (it should sum up the purpose); For emails, send separate emails about separate topics.. ISO 24495-2, clause 5.2.3. Rule T3

Bold, not capitals

Make the one key point stand out in bold, such as the ask or the deadline, rather than writing whole sentences in capitals.

Before

Moved: THE BORROWER MUST REPAY THE BRIDGE LOAN BY 30 JUNE 2027.

After

Moved: The Borrower must repay the bridge loan by 30 June 2027.

Why: In studies, sentences in capitals did not help readers understand, while one point in bold did.

ALL-CAPS (17 Journal of Empirical Legal Studies 862), experiments. ISO 24495-2, clause 5.2.5. Rule F4

One numbering system

Number paragraphs and list items in one familiar system, 1, 2, 3 and then (a), (b), (c), with no gaps.

Before

The steps are: (1) sign the deed, (b) return it to us, and (iv) pay the fee.

After

The steps are: (a) sign the deed, (b) return it to us, and (c) pay the fee.

Why: One numbering system lets the reader refer to a point without confusion.

Drafting Direction No. 1.7 Numbering and lettering, Parts 1 and 2. ISO 24495-2, clause 5.2.7. Rule F5

Easy to understand

Principle 3. The reader understands what they find.

›

Paragraphs and flow (4)

One topic at a time, with the turns in the logic shown.

RemovedAdded, plain-writing ruleMoved

One topic per paragraph

Give each paragraph one topic, opened by a sentence that says what it is about or links it to the last.

Before

There is also the hedging agreement, under which close-out amounts are payable on demand, and the guarantee covers them.

After

The guarantee also covers close-out amounts under the hedging agreement, which are payable on demand.

Why: The first sentence tells the reader what the paragraph will do before it does it.

Australian Government Style Manual: Paragraphs, Limit each paragraph to one topic; Structure each paragraph well (topic or transition sentence). ISO 24495-1, guideline 5.3.5. Rule P1

Short paragraphs in letters

In letters and emails, keep most paragraphs to three sentences or fewer.

Before

We enclose the signed deed. The bank holds the original. We will send the release once the funds arrive. Call us if anything is unclear.

After

We enclose the signed deed. The bank holds the original. We will send the release once the funds arrive. Call us if anything is unclear.

Why: Short paragraphs are easier to read on a phone, where most letters and emails are now read.

Australian Government Style Manual: Paragraphs, Keep most paragraphs to 2 or 3 sentences. ISO 24495-1, guideline 5.3.5. Rule P2

Short paragraphs in advice

In long advice and memos, keep paragraphs to about six sentences at most.

Before

The loan is secured. The security is a general security deed. It covers all assets. It was registered on the PPSR. Registration was on time. The bank ranks first. A second lender ranks behind it.

After

The loan is secured. The security is a general security deed. It covers all assets. It was registered on the PPSR. Registration was on time. The bank ranks first. A second lender ranks behind it.

Why: A long block of text hides where one point ends and the next begins.

Australian Government Style Manual: Paragraphs, Reports (and other long-form content) usually have a limit of 6 sentences. ISO 24495-1, guideline 5.3.5. Rule P4

Show where the logic turns

Show where the logic turns with a word such as but, so or however, and use a list for a sequence rather than firstly and secondly.

Before

The bank agreed to the waiver on Monday. It now refuses to sign the deed.

After

The bank agreed to the waiver on Monday, but it now refuses to sign the deed.

Why: A linking word tells the reader how two facts relate, so they do not have to guess.

Australian Government Style Manual: Paragraphs, transition sentences. ISO 24495-1, guideline 5.3.8. Rule P3

›

Short, clear sentences (8)

Sentences the reader can follow on the first reading.

RemovedAdded, plain-writing ruleMoved

Subject close to its verb

Keep the subject close to its verb, with no long clause between them and no more than one condition before the main clause.

Before

The Guarantor, which signed the deed on the same day as the facility and whose Moved: liability is capped, must pay on demand.

After

The Guarantor Moved: must pay on demand; its Moved: liability is capped, and it signed the deed on the same day as the facility.

Why: In a study of lawyers, words wedged between subject and verb hurt understanding and recall more than length did.

Even lawyers do not like legalese, whole paper. ISO 24495-1, guideline 5.3.3. Rule W3

Short sentences

Keep sentences to about 20 words on average, and look again at any sentence over 25 words.

Before

The lender has confirmed by email that it will extend the availability period to 31 March 2027, and it has also sent us the revised fee letter, which we have checked against the term sheet.

After

The lender has confirmed by email that it will extend the availability period to 31 March 2027. It has also sent us the revised fee letter, which we have checked against the term sheet.

Why: Long sentences make the reader hold too much at once; length is a soft guide, structure matters more.

Australian Government Style Manual: Sentences, Keep sentences to an average of 15 words and no more than 25 words. ISO 24495-1, guideline 5.3.3. Rule W1

One idea per sentence

Give most sentences one main idea; one complex point may stay one sentence if it is set out as a list.

Before

We have filed the discharge, and separately the auditor has asked for the bank confirmation letter.

After

We have filed the discharge. Separately, the auditor has asked for the bank confirmation letter.

Why: Two unrelated ideas in one sentence make the reader work out where one ends.

Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors, Table 3, Use short sentences. ISO 24495-1, guideline 5.3.3. Rule W2

Say who acts

Use the active voice where it shows who must act, and never add an actor the text does not name.

Before

The drawdown notice must be signed by the Borrower and delivered to the Agent by 11 am.

After

The Borrower must sign the drawdown notice and deliver it to the Agent by 11 am.

Why: The active voice puts the person who must act at the front of the sentence.

Australian Government Style Manual: Sentences, Use active voice. ISO 24495-1, guideline 5.3.3. Rule W4

No stacked negatives

Avoid stacked negatives: say it positively where you can, and keep every bound exactly as it is.

Before

The borrower is not prevented from not renewing the hedge.

After

The borrower is free not to renew the hedge.

Why: Two negatives in one clause make the reader stop and work out what is allowed.

Australian Government Style Manual: Sentences, Avoid double negatives. ISO 24495-1, guideline 5.3.3. Rule W5

No and/or in new text

Do not write and/or in new text: write A or B or both, or A and B.

Before

You can send the notice by email and/or by courier.

After

You can send the notice by email or by courier or both.

Why: And/or leaves the reader to work out whether one, the other or both are meant.

Australian Government Style Manual: Forward slashes, Do not use and/or in text.. ISO 24495-2, clause 5.3.7. Rule W6

One hedge per claim

One hedge per claim reads more clearly than several stacked together; you choose which one stays (a suggestion).

Before

We think the clause may possibly apply.

After

We think the clause may apply.

Why: Stacked hedges blur how sure you are, while one hedge says it.

The Sense of Style, hedging chapter. Rule W7

Do not mix if and unless

Do not mix if and unless, a condition and an exception, in one sentence.

Before

If the borrower sells the property, it must repay the loan unless the lender agrees otherwise.

After

The borrower must repay the loan on any sale of the property, unless the lender agrees otherwise.

Why: A condition and an exception together make the reader track two switches at once.

Australian Government Style Manual: Sentences, Don't use words such as if and unless in the same sentence.. ISO 24495-1, guideline 5.3.3. Rule W9

›

Familiar, exact words (10)

Plain words where they mean exactly the same, and one name for one thing.

RemovedAdded, plain-writing ruleMoved

Verbs, not buried verbs

Turn buried verbs back into verbs: make payment becomes pay, give consideration to becomes consider.

Before

The Borrower must make payment of the fee within 5 Business Days.

After

The Borrower must pay the fee within 5 Business Days.

Why: The verb carries the action, and a buried verb hides it in a noun.

Plain English Manual, para 57. ISO 24495-1, guideline 5.3.4. Rule D1

Cut throat-clearing

Cut throat-clearing such as it is important to note that, please be advised that or I am writing to.

Before

Please be advised that the bank has signed the waiver.

After

The bank has signed the waiver.

Why: The reader gets to the point one line sooner, and nothing is lost.

Australian Government Style Manual: Sentences, Eliminate unnecessary words. ISO 24495-1, guideline 5.3.4. Rule D2

One word, not a doublet

In letters and emails, replace a doublet or triplet with the one word that covers it, but never cut a fixed formula.

Before

Please return any and all copies of the draft term sheet.

After

Please return all copies of the draft term sheet.

Why: One word says the same as two, and the reader does not wonder whether the second adds something.

Plain English for Lawyers, pp 8 to 10. ISO 24495-2, clause 5.3.2. Rule D3

No archaic legal words

In letters and emails, replace archaic legal words such as hereinafter, aforesaid and herewith with plain ones.

Before

We enclose herewith the aforesaid deed of release.

After

We enclose the deed of release mentioned above.

Why: Archaic words slow every reader and add nothing to the meaning.

Plain English Manual, para 3. ISO 24495-2, clause 5.3.2. Rule D4

One word for an obligation

In text you draft new, use one word for an obligation (must) throughout; Twinkle never changes an existing shall, must, may or will, it only points out a mix.

Before

The Borrower shall deliver the accounts, and the Guarantor must deliver its certificate.

After

The Borrower must deliver the accounts, and the Guarantor must deliver its certificate.

Why: Two words for one kind of duty invite the argument that they mean different things.

Plain English Manual, para 83. ISO 24495-2, clause 5.3.3. Rule D5

The plain word

Prefer the plain word where it means exactly the same: before for prior to, use for utilise, if for in the event that.

Before

The borrower must deliver the insurance certificate prior to drawdown.

After

The borrower must deliver the insurance certificate before drawdown.

Why: In a survey, most readers preferred the plain word, and it says the same thing.

Australian Government Style Manual: Plain language and word choice, table Words to avoid (about 60 pairs, a starting point). ISO 24495-2, clause 5.3.2. Rule D8

Plain words before Latin

For a reader who is not a lawyer, write the plain words first and the Latin or the term of art after them in brackets.

Before

The lenders rank pari passu.

After

The lenders rank equally (pari passu).

Why: The client understands the plain words and still sees the term the documents use.

Australian Government Style Manual: Plain language and word choice, Avoid or explain unfamiliar words. ISO 24495-2, clause 5.3.3. Rule D9

Define only what you reuse

Define a term only if you use it more than two or three times; in a letter define it where you first use it, in a contract follow its definitions clause.

Before

Under the Facility Agreement the bank can call the loan, and the Facility Agreement also lets it charge fees; by Facility Agreement we mean the Moved: loan agreement dated 3 May 2026.

After

Under the Moved: loan agreement dated 3 May 2026 (the Facility Agreement) the bank can call the loan, and the Facility Agreement also lets it charge fees.

Why: A definition at first use tells the reader what the term means before they need it.

Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors, Table 3. ISO 24495-2, clause 5.3.3. Rule D10

No one-off acronyms

Do not make an acronym you will use only once or twice; when you do make one, spell it out first.

Before

The borrower has met the interest cover ratio (ICR) for this quarter.

After

The borrower has met the interest cover ratio for this quarter.

Why: An acronym used once is one more thing for the reader to remember and nothing saved.

Australian Government Style Manual: Plain language and word choice, Try to avoid them altogether if they are used only once or twice.. ISO 24495-1, guideline 5.3.2. Rule D11

Same thing, same name

Call the same party or thing by the same term all through one text, and never vary it for style.

Before

The Lender has signed the waiver, and the bank will send the deed today.

After

The Lender has signed the waiver, and the Lender will send the deed today.

Why: A second name makes the reader wonder whether it is a second party.

Reducing complexity in legislation, para 59. ISO 24495-2, clause 5.3.5. Rule D12

›

Tone and courtesy (4)

Firm, courteous and calm, and explained in the reader's terms.

RemovedAdded, plain-writing ruleMoved

Explain by consequences

Explain a legal point to a client by what it means for them: money, dates and what they need to do.

Before

The lender has a contractual right of set-off Moved: under clause 18.

After

Moved: Under clause 18 the lender has a contractual right of set-off, which means it can use money in your accounts with it to pay what you owe it.

Why: Plain words alone do not make a legal idea clear; its consequences do.

Legal Profession Uniform Law Australian Solicitors' Conduct Rules 2015 (NSW), r 7.1. ISO 24495-2, clause 5.3.3. Rule T1

Firm and courteous

A letter to the other side is courteous, firm and precise: the position, why, what you ask and by when, without bluster.

Before

Your client's outrageous demand is plainly baseless and we will not tolerate it.

After

Your client's demand has no basis, and we do not accept it.

Why: Write as if the letter will be read by a judge, because it may be.

Legal Profession Uniform Law Australian Solicitors' Conduct Rules 2015 (NSW), r 4.1.2. ISO 24495-1, guideline 5.3.7. Rule T2

Cut filler words

Cut filler words such as very, extremely, obviously, clearly, simply and really.

Before

We have simply attached the signed deed for your records.

After

We have attached the signed deed for your records.

Why: Filler words can make a fact read like an opinion and add nothing else.

Plain English for Lawyers, pp 28 to 29. ISO 24495-1, guideline 5.3.4. Rule T4

No exclamation marks

No exclamation marks and no emoji in formal letters and emails.

Before

The funds have arrived!

After

The funds have arrived.

Why: Formal correspondence keeps an even tone, whatever the news.

Australian Government Style Manual: Exclamation marks, Don't use exclamation marks in formal content.. ISO 24495-1, guideline 5.3.7. Rule T5

›

Numbers, dates and lists (2)

Figures written one way, and long lists set out as lists.

RemovedAdded, plain-writing ruleMoved

Dates and money one way

Write dates, times and money one way all through the text (14 March 2027, 10:30 am, $27.99); where Normi's or the firm's way differs, theirs wins.

Before

Settlement is on the 14th of March, 2027 at 10.30 AM.

After

Settlement is on 14 March 2027 at 10:30 am.

Why: One way of writing figures means a reader never wonders whether two forms mean two things.

Australian Government Style Manual: Dates and time, day month year, no ordinals, no comma; a colon between hours and minutes; am and pm lower case with a space; noon and midnight. ISO 24495-2, clause 5.3.7. Rule F1

Long lists as lists

Set out more than three conditions, obligations or options as a list, with a lead-in that says whether all or any of them apply.

Before

The borrower must deliver the accounts, the compliance certificate, the valuation and the insurance renewal.

After

The borrower must deliver each of the following: (a) the accounts; (b) the compliance certificate; (c) the valuation; and (d) the insurance renewal.

Why: A list shows at a glance how many things there are and whether every one is needed.

Australian Government Style Manual: Lists, Use fragment lists: more than 3 items, consider a list; parallel structure; lead-in. ISO 24495-2, clause 5.3.4. Rule F2

Easy to use

Principle 4. The reader can act on it.

›

Options and choices (1)

When the reader has to choose, help them choose.

RemovedAdded, plain-writing ruleMoved

Recommend, and say what follows

When you give options, say which one you recommend and what each one leads to.

Before

You can either refinance Moved: with another lender, which Moved: means new security documents, or accept Moved: the bank's waiver terms, which Moved: keeps the current facility, and on balance we think the waiver is the better course.

After

On balance we think the waiver is the better course: accepting Moved: the bank's waiver terms keeps the current facility, while refinancing Moved: with another lender means new security documents.

Why: A client asks for advice to make a decision, so the advice should help them make it.

Australian Government Style Manual: Inverted pyramid structure, The main idea can be a recommendation.. Rule S5

Never changed

These are the places Twinkle leaves exactly as you wrote them.

›

Things Twinkle never changes (19)

These are the places Twinkle leaves exactly as you wrote them, whatever the style.

RemovedAdded, plain-writing ruleMoved

Endeavours wording stays

Best, reasonable, all reasonable and commercially reasonable endeavours, and the words that qualify them, stay exactly as written.

Before

The Borrower will use its best endeavours to procure the consent in the event that the landlord objects.

After

The Borrower will use its best endeavours to procure the consent if the landlord objects.

Why: Courts read each of these as a different standard, so one cannot stand in for another.

Electricity Generation Corporation v Woodside Energy Ltd [2014] HCA 7, cl 3.3(a) and (b); majority reasons. ISO 24495-2, clause 5.3.6. Rule N1

Without prejudice stays

Without prejudice, without prejudice save as to costs and subject to contract are never removed, added or reworded.

Before

We write without prejudice in order to put forward a proposal for settlement.

After

We write without prejudice to put forward a proposal for settlement.

Why: These words decide whether a letter can be shown to a court or binds anyone.

Evidence Act 1995 (NSW), s 131(1), s 131(2)(h). ISO 24495-2, clause 5.3.2. Rule N2

Reservations of rights stay

A reservation of rights or a no-waiver statement is never removed or softened, and no words of acceptance are added near it.

Before

Our client reserves all of its rights, and we would ask that you contact us at your earliest convenience.

After

Our client reserves all of its rights, and we ask that you contact us as soon as you can.

Why: A reservation keeps your client's rights alive while the parties keep talking.

Summer Hill Business Estate Pty Ltd v Equititrust Ltd [2011] NSWCA 149, [26], [30]. ISO 24495-2, clause 5.3.2. Rule N3

No threats or overreach

In a letter to the other side, Twinkle never adds a threat, an overstatement of your client's rights, a costs claim or a step only a court can take.

Before

If the amount is not paid by 5 pm Friday, our client will consider its options.

After

If the amount is not paid by 5 pm Friday, our client will consider what to do next.

Why: The conduct rules forbid letters that mislead or intimidate, so a rewrite never makes yours sharper than you made it.

Legal Profession Uniform Law Australian Solicitors' Conduct Rules 2015 (NSW), r 34.1.1 to 34.1.3. Rule N4

Never raise certainty

In a letter to the other side, how sure you sound stays as you wrote it: may stays may, and a hedge is never removed.

Before

The court may well find that the clause operates as a penalty.

After

The court may well find the clause operates as a penalty.

Why: Sounding surer than you are can mislead the other side about your client's position.

Letters of demand: Traps for lawyers, guidance on stating consequences. ISO 24495-2, clause 5.3.6. Rule N5

Quoted text stays exact

Quoted text, statutory extracts and prescribed forms stay exactly as written, down to the last comma.

Before

Clause 12.3 says “The Borrower shall forthwith upon demand pay the Prepayment Fee”, so the fee is due once you ask for it.

After

Clause 12.3 says “The Borrower shall forthwith upon demand pay the Prepayment Fee”, so the fee is due as soon as you ask for it.

Why: A quotation is only worth something if it is exact, and one comma can change what a clause means.

RMI Pty Limited v Spray Coupe Pty Ltd [2021] QCA 37, [22] (Morrison JA). ISO 24495-2, clause 5.3.2. Rule N6

Conditions and exceptions stay

Subject to, notwithstanding, except, provided that, unless, to the extent that and only if are never moved, dropped or swapped.

Before

Subject to clause 7, the Borrower may at any time prepay the Loan by giving notice in writing.

After

Subject to clause 7, the Borrower may at any time prepay the Loan by giving written notice.

Why: These words decide which provision wins, and moving one can reverse the order.

Jabbcorp (NSW) Pty Ltd v Strathfield Golf Club [2021] NSWCA 154, [35] to [36]. ISO 24495-2, clause 5.3.7. Rule N7

Shall, must, may, will stay

Shall, must, may and will, and their negatives, are never changed in any text, whatever the house preference.

Before

The Guarantor shall provide its accounts at the end of each and every quarter.

After

The Guarantor shall provide its accounts at the end of every quarter.

Why: Each of these words gives a different duty, permission or promise, and swapping one changes the deal.

Interpretation Act 1987 (NSW), s 9(1), s 9(2). ISO 24495-2, clause 5.3.3. Rule N8

Never choose a scope silently

Twinkle never chooses a scope for you: an and never becomes an or, or the reverse, and an and/or stays until you decide it.

Before

Notices may be sent by email and/or post, as previously advised.

After

Notices may be sent by email and/or post, as already advised.

Why: Which of the readings you meant is a legal choice only you can make.

Plain English and the Law (Report 9), Appendix: Drafting Manual, paras 120 to 122. ISO 24495-2, clause 5.3.7. Rule N9

Fixed formulas stay

Fixed formulas such as due and payable, jointly and severally, time is of the essence, on demand and pari passu stay word for word.

Before

All amounts are due and payable on demand, and we would ask that you arrange payment accordingly.

After

All amounts are due and payable on demand, so please arrange payment accordingly.

Why: Some formulas are read differently from their parts, so the plain version is not the same.

Plain English and the Law (Report 9), chapters 4 and 6, ch 4 para 24. ISO 24495-2, clause 5.3.2. Rule N10

Time words stay exact

Time words such as within, by, after, before, until, on or before, clear days and business day stay exact, and a period never becomes a date.

Before

The Borrower must remedy the breach within 10 Business Days of receiving the notice, as stipulated.

After

The Borrower must remedy the breach within 10 Business Days of receiving the notice, as required.

Why: The counting rules turn on these words, and within 7 days is not the same as within a week.

Interpretation Act 1987 (NSW), s 36(1), s 36(2); Schedule 4 Dictionary (month, calendar month, business day). ISO 24495-2, clause 5.3.6. Rule N11

Numbers and bounds stay exact

Numbers, amounts, dates and bounds such as not less than and at least stay exact, and an inclusive bound never becomes an exclusive one.

Before

The ratio must be not less than 1.5 times at each test date, as you are aware.

After

As you know, the ratio must be not less than 1.5 times at each test date.

Why: Not less than includes the figure itself, and more than does not.

Plain English and the Law (Report 9), Appendix: Drafting Manual, para 134. ISO 24495-2, clause 5.3.7. Rule N12

Where a fact came from stays

The words that say where a fact came from, such as we are instructed that or our client informs us, are never dropped or reworded.

Before

We are instructed that the vessel was delivered late, and we would like to discuss this further with you.

After

We are instructed that the vessel was delivered late, and we would like to discuss this with you.

Why: Without them a fact your client told you reads as a fact you assert yourself.

House practice. Rule N13

Definitions stay word for word

A sentence or bracket that defines a term stays word for word, so a definition never hides, widens or narrows a right or a duty.

Before

In this letter, “Secured Property” means the land at Lot 4 and everything attached to it, and we would ask you to check that description.

After

In this letter, “Secured Property” means the land at Lot 4 and everything attached to it; please check that description.

Why: Every later use of the term carries whatever the definition says.

Plain English Manual, paras 139 to 153. ISO 24495-2, clause 5.3.3. Rule N14

Open standards stay open

Open standards such as reasonable, promptly, material and without undue delay are never made sharper or looser.

Before

The Borrower must notify the Agent promptly upon becoming aware of any material default.

After

The Borrower must notify the Agent promptly on becoming aware of any material default.

Why: An open word is often left open on purpose, for the parties or a court to fill in later.

Plain English and the Law (Report 9), chapters 4 and 6, para 61. ISO 24495-2, clause 5.3.6. Rule N15

A may stays a may

A may that gives a power or a permission never becomes must, will, can or is able to.

Before

The Lender may, at its discretion, extend the date for payment, should it so wish.

After

The Lender may, at its discretion, extend the date for payment.

Why: A power to do something is not a duty to do it.

Interpretation Act 1987 (NSW), s 9(1). ISO 24495-2, clause 5.3.3. Rule D6

Defined terms keep their form

A defined term keeps its exact form every time: no synonym, no new capitals, and never lowercased into its ordinary meaning.

Before

Under the Facility Agreement, the bank is entitled to charge a fee in respect of the extension.

After

Under the Facility Agreement, the bank is entitled to charge a fee for the extension.

Why: Only the defined form carries the definition, and a synonym might not.

Reducing complexity in legislation, para 59. ISO 24495-2, clause 5.3.5. Rule D7

Cross-references stay exact

Cross-references and clause numbers stay exact, and you check every reference again after any mark-up.

Before

The guarantee terminates on repayment pursuant to clause 14.2(b).

After

The guarantee terminates on repayment under clause 14.2(b).

Why: A reference that points to the wrong clause points to the wrong obligation.

PCO Standard: A guide to drafting principles for NSW legislation, 2.23. ISO 24495-2, clause 5.2.6. Rule F3

Likelihood words stay put

Likelihood words stay where you put them: Twinkle never removes the last hedge, never moves a likelihood up or down, and never adds a percentage.

Before

In our view it is likely that the court would grant the injunction sought.

After

In our view the court would likely grant the injunction sought.

Why: How likely you say something is, is part of your advice.

ISO 24495-1:2023 Plain language, Part 1: Governing principles and guidelines, 5.1.6 f). ISO 24495-2, clause 5.3.6. Rule W8