Legal Force in Contract English With 'Shall,' 'May,' 'Must,' 'Is Entitled To,' and 'Is Required To'
- Macson Bell Business & Law
- 8 hours ago
- 3 min read
In contract drafting, precision begins with legal force. The distinction between 'shall,' 'may,' 'must,' 'Is entitled to,' and 'is required to' is not merely stylistic; it determines whether a clause creates an obligation, grants permission, or establishes a right.
So, how exactly do those choices shape legal meaning in contract English?
This lesson will show you how.
Table of Contents
Lesson Overview: Legal Force in Contract English
This lesson explains legal force in contract English and shows that these words and phrases are about meaning, not style.
It teaches that must and is required to create a mandatory duty. Shall is also traditionally used to express an obligation and is usually understood as mandatory in contract drafting.
By contrast, may creates discretion. It gives permission, not an obligation. For example, if a clause says the Buyer may notify the Seller within 3 days, the Buyer is allowed to do so, but does not have to.
The lesson then contrasts this with must. If a clause says the Buyer must notify the Seller within 3 days, notification is mandatory.
It also explains that is entitled to creates a right, often linked to a remedy. For example, if the Buyer is entitled to a refund when delivery is more than 20 days late, the Buyer has a legal right to that refund if the condition is met.
A key takeaway is consistency in drafting. If a document uses must for obligations, it should not switch randomly to shall. If it uses shall, it should be used only for obligations. Consistent use of legal force language reduces ambiguity and lowers the risk of disputes about meaning.
The next lesson will cover condition language, which controls when duties apply.
For a faster way to spot who must do what in real contract wording, read our related guide, Clause Anatomy: How to Read Legal Obligations in a Contract Quickly.