Distinguishing Will & Shall in Contracts

Will vs Shall in Contracts

It is crucial to understand the distinction between “will” and “shall” in contracts, as they convey different meanings or intentions. Despite their interchangeable usage in modern practice, it is beneficial to be aware of the traditional differences between the two terms. “Shall” has historically been used to refer to the compulsory performance of a duty or obligation, while “will” has denoted a future event or the performance of a promise.

Key Takeaways

• ‘Shall’ implies a mandatory duty or obligation to perform a certain action, while ‘will’ indicates a willingness or determination to carry out a certain act.
• In contracts, ‘shall’ is used to impose obligations or duties on the parties, while ‘will’ refers to a future event or action without imposing an obligation or duty.
• The use of ‘shall’ reflects the seriousness of the obligation or duty, making it mandatory or imperative.

What does Shall mean in Contracts?

According to Black’s Law Dictionary, ‘shall’ means ‘has a duty to’, emphasizing the compulsory aspect associated with the specified duty. In contracts, ‘shall’ traditionally conveys a duty or obligation related to the performance of the contract. It is generally used in the third person, conveying a command and making the performance of a duty or obligation imperative. Legal commentators suggest using ‘shall’ when imposing an obligation or duty on a specific person or entity in a contract.

What does Will mean in Contracts?

While ‘will’ is sometimes used in contracts to impose obligations or duties, this is traditionally incorrect. ‘Will’ is defined as expressing willingness, determination, or choice to do something. In contracts, the word ‘will’ should imply a future action or event and should not be used to create obligations, although this is not a strict rule. To ensure clarity, many contract drafters use ‘will’ to express a future event and ‘shall’ to impose an obligation.

What is the difference between Will and Shall in Contracts?

• ‘Shall’ implies a duty or obligation to perform a certain action, while ‘will’ denotes a willingness or determination to carry out a specific act.
• In contracts, ‘shall’ is used to impose obligations or duties on the parties, while ‘will’ refers to a future event or action and does not impose an obligation or duty.
• The use of ‘shall’ reflects the seriousness of the obligation or duty, making it mandatory or imperative.