Module 2 · Chapter 5

Shall vs Will in Contracts: Drafting Obligations

A duty in a contract must say who acts, what they do and by when. This chapter shows the small words that do that job, and the ones that blur it.

≈ 7 min read 8-question test

In this chapter

  • How “shall”, “may” and “if” mark a duty, a right and a condition
  • Why each duty names who must act, in a sentence of its own
  • Why “and/or” goes, and how to say which clause wins

5.1Drafting duties in one paragraph

Most of a contract is duties. An obligation is a duty one party owes the other under the contract. It works only if a reader can see who must act, what they must do and by when. A few small words carry that load, and each must do the same job every time.

Key point

Name who must act, and give each small word one job. “Shall” marks a duty, “may” a right and “if” a condition.

Also in this chapter

  1. Shall for duties, may for rights, if for conditions
  2. Name the party in every duty
  3. Why “and/or” has no place in a contract
  4. Subject to and notwithstanding: which clause wins
  5. Your job

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