Shall vs. Will in Contracts

Contracts are legally enforceable promises between two or more parties. When you draft contracts, you need to pay attention to fine distinctions in the English language. Certain everyday words can have technical legal definitions. "Shall" and "will" are two such words, and it's important to understand the difference between the two in contract law.

"Shall" generally indicates a mandatory legal obligation. For example, a contract might provide that "John Smith shall deliver 12 widgets to Jane Doe by Thursday." This means that John Smith has a mandatory legal obligation to deliver 12 widgets to Jane Doe by Thursday, or else he will be in breach of contract. Think of "shall" as similar to "must." In fact, some modern contract drafters prefer to use "must" instead of the more traditional "shall."

By contrast, "will" generally indicates a future action or intent; it is not as strong as "shall" and may not create a mandatory legal obligation. Thus, you should not treat "shall" and "will" as interchangeable. For example, a contract might provide that "John Smith will deliver 12 widgets to Jane Doe by Thursday." This means that John Smith intends to deliver 12 widgets to Jane Doe by Thursday, but if he does not, he may not necessarily be in breach of contract.

Thickstun Luo LLC can help you draft contracts that meet your personal or business needs in Illinois or Indiana. Contact us today for a consultation.

LEGALESE is an online blog by Thickstun Luo LLC. The blog explains legal terms and concepts in plain English.

Disclaimer: The LEGALESE blog and the posts therein do not form an attorney-client relationship between you and Thickstun Luo LLC. Furthermore, this blog is not intended to render legal advice regarding your specific situation. You should consult an attorney for specific legal advice. Some content in LEGALESE blog posts pertain to state-specific legal rules and concepts that may not be applicable in every jurisdiction.