When it comes to writing contracts, it’s crucial to pay close attention to the language used in order to ensure that the contract is legally binding and enforceable. Two words that are often used in contracts but can cause confusion are “will” and “shall”. In this article, we’ll take a closer look at the use of these two words in contracts and provide some guidelines for their proper use.
Will vs. Shall
When used in contracts, “will” and “shall” are often used interchangeably, but they actually have different meanings. “Will” is used to indicate future intent, while “shall” is used to indicate a requirement or obligation that must be met.
For example, if a contract states that “the buyer will pay the seller $500,” this indicates a future intent on the part of the buyer to make the payment. On the other hand, if the contract states that “the buyer shall pay the seller $500,” this indicates an obligation or requirement that the buyer must meet.
Guidelines for Using Will and Shall in Contracts
To ensure that your contracts are clear and legally enforceable, there are several guidelines to follow when using “will” and “shall”:
1. Use “shall” for obligations: If you want to indicate a requirement or obligation that must be met, use “shall”. For example, “The seller shall deliver the goods to the buyer on or before August 1st.”
2. Use “will” for future intent: If you want to indicate a future intent, use “will”. For example, “The buyer will pay the seller within 30 days of receiving the goods.”
3. Be consistent: Use the same word consistently throughout the contract to avoid confusion. For example, if you use “shall” in one section, use it consistently throughout the contract.
4. Avoid using both words in the same sentence: Using both “will” and “shall” in the same sentence can be confusing and may create ambiguity. For example, “The seller will deliver the goods and the buyer shall pay for them” would be better written as “The seller shall deliver the goods and the buyer will pay for them.”
5. Be aware of legal implications: In some jurisdictions, the use of “shall” may carry legal implications that differ from the use of “will”. It’s important to understand the legal implications of each word in your specific jurisdiction before using them in a contract.
In conclusion, the use of “will” and “shall” in contracts can be tricky, but following these guidelines can help ensure that your contracts are clear and legally enforceable. Remember to use “shall” for obligations and “will” for future intent, be consistent, avoid using both words in the same sentence, and be aware of the legal implications in your jurisdiction.
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