Traditional legalese is littered with words people in the outside world seldom use. Three begin with the letter “S” so I call them “the three Ss”. Today we’ll consider the most common and enduring of the trio: “shall”.
The first problem with “shall” is that it sounds stuffy and old fashioned. You might want to trot it out the next time you are invited to afternoon tea at Buckingham Palace. Otherwise, put it back in the drawer with your spats and ascots.
The bigger problem with “shall” is its ambiguousness. Consider this snippet:
Applications shall be in writing and shall reach the Committee no later than close of business on 7 July. The Committee shall notify Applicants of its decision within the next 10 business days. Unsuccessful Applicants shall have the right of appeal to the Director.
In this paragraph “shall” has three different meanings, which are better expressed by more accurate words:
something is required use “must”: “Applications must be …”
something in the future use “will”: “The Committee will notify …”
something is optional use “can”: “… Applicants can appeal ..”
We can agree, however, that “shall” always means “must” when used in contracts. This brings up an important point. My comments in these columns are primarily directed to business communication in the legal world. Nonetheless, many of the principles can be applied to legal documentation as well.
Looking forward to your comments. See you next time!
Bill Lawrence worked in US law firms and multinational companies until 2001. For the past 15 years Bill has been a writing coach at the Polytechnic University’s Centre for Business and Professional English. He has also presented seminars to law firms on coaching lawyers on effective writing.