There are a large number of words which commonly appear in legal contracts that must be understood in order to effectively interpret and use Legal English. A Legal English training course will help you further understand these words and clauses to ensure you can write and interpret Legal English as effectively and correctly as possible. Here we will focus on the word “shall” and how it can be used in Legal English.

The word “shall” is commonly found in contracts to convey the meaning of an obligation. For example “the Purchaser shall pay the Seller the Purchase Price within seven Working Days from the date of receipt of Goods.”

However, if the word “shall” is used in a particular contract as a verb of obligation certain steps should be taken to ensure clarity and avoid ambiguity.

First of all, “shall” must be avoided in all cases which do not relate to an obligation. “Shall” is commonly misused in the following cases:

(a)   “Seven days’ prior notice.”

The words “shall be entitled” should be replaced by the words “is entitled”. It is confusing to use “shall” in order to introduce a right if “shall” also introduces obligations in the same contract.

(b)   “For the purpose of this clause “Secondary Activities” shall mean any paid activities that the Managing Director undertakes other than his duties under this agreement.”

The words “shall mean” should be replaced by the word “means”.

Where contracts use several words to introduce obligations such as “shall” must” and “is obliged to”, there is a real risk of ambiguity in that there is an implied hierarchy in the obligations according to the word used, whereas the drafter merely wished to vary his language. In order to avoid this risk, it is better to use one verb only.

Anyone taking a Legal English training course or looking to improve their Legal English skills can benefit immensely from reading through the key words and their meanings that we highlight in this series about the language of contracts.

© Communicaid Group Ltd. 2011