Will and Shall in Contracts

When it comes to contracts, it is important to pay attention to the words used in them. Words like “will” and “shall” may seem interchangeable, but they have different meanings and implications when included in a contract.

“Will” is often used to express a future action or event that is expected to happen. For example, “The seller will deliver the goods by June 1st.” This statement implies that the seller intends to do what they have promised, but it does not necessarily mandate it. In other words, if the seller fails to deliver the goods by the specified date, there may not be any consequences outlined in the contract.

On the other hand, “shall” is often used to express a requirement or obligation. For example, “The buyer shall pay the seller within 30 days of receiving the invoice.” This statement implies that the buyer is obligated to pay the seller within the specified time frame. If the buyer fails to do so, there may be consequences outlined in the contract, such as late fees or termination of the contract.

It is important to note that the use of “will” or “shall” is not always black and white. The interpretation of these words can also depend on the context in which they are used. For example, if a contract includes a statement like “The parties will negotiate in good faith,” it may imply an obligation to negotiate, even though “will” is typically used to express intention rather than obligation.

It is also worth noting that some jurisdictions may have specific rules or preferences regarding the use of “will” and “shall.” For example, in the United States, the National Conference of Commissioners on Uniform State Laws recommends using “shall” to express an obligation and “will” to express futurity.

In summary, careful attention should be paid to the use of “will” and “shall” in contracts. While they may seem interchangeable, they have different meanings and implications that can have a significant impact on the interpretation and enforcement of the contract. As a professional, it is important to ensure that these words are used correctly and consistently throughout the contract in order to avoid confusion or potential legal issues.