Shall in Legal Agreements: Best Practices for Copy Editors

Legal agreements are essential documents that outline the terms and conditions of a transaction or relationship between parties. These agreements are legally binding, and the language used must be accurate, clear, and concise. One of the most important words used in legal agreements is “shall.” It is crucial that copy editors understand the proper usage of “shall” in legal agreements to ensure the document is free of errors and ambiguity.

What is “Shall”?

The term “shall” is used to express a duty or obligation. It is commonly used in legal agreements to indicate a requirement or a condition that must be met. “Shall” is also used to indicate a promise or a commitment.

Examples:

– The seller shall deliver the goods on the date specified in Exhibit A.

– The buyer shall pay the purchase price within 30 days of receiving the invoice.

– The parties shall cooperate in good faith to resolve any disputes that may arise.

Best Practices for Using “Shall” in Legal Agreements

1. Be Consistent: It is important to use “shall” consistently throughout the document. Inconsistent usage can lead to confusion and ambiguity. Copy editors should ensure that the same meaning is conveyed each time “shall” is used.

2. Use Active Voice: It is best to use the active voice when using “shall” in legal agreements. The passive voice can make the document confusing and ambiguous. For example, instead of “The goods shall be delivered by the seller,” use “The seller shall deliver the goods.”

3. Avoid Using “Shall” for Procedural Language: “Shall” should not be used for procedural language that does not impose an obligation or requirement. For example, instead of “The parties shall sign the agreement in duplicate,” use “The parties will sign the agreement in duplicate.”

4. Use Shall for Obligations: “Shall” should be used to indicate obligations and requirements explicitly. For example, instead of “The parties agree to cooperate in good faith,” use “The parties shall cooperate in good faith.”

5. Use Shall sparingly: Overuse of “shall” can make the document sound too formal and can lead to confusion. Copy editors should use “shall” sparingly, only when it is necessary to indicate a requirement or obligation explicitly.

Conclusion

Copy editors must understand the importance of “shall” in legal agreements. It is one of the most critical words used in these documents to indicate obligations and requirements. By following these best practices, copy editors can ensure that the document is clear, accurate, and free of errors. The proper usage of “shall” can help prevent litigation and save time and money for all parties involved.