What Is the Difference between Will and Shall in a Contract

What Is the Difference between Will and Shall in a Contract


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When drafting a contract, two commonly used words that often cause confusion are “will” and “shall.” While they may seem interchangeable, there are subtle differences between the two terms that can have significant legal implications.

The key difference between “will” and “shall” in a contract is in their level of obligation. “Will” is often used to express a future action that is voluntary or simply a prediction. For example, “The vendor will deliver the goods by Friday.” This statement is not a promise or a legal obligation but rather an expression of intent.

On the other hand, “shall” is a more definitive term that implies an obligation or requirement. For instance, “The vendor shall deliver the goods by Friday.” This statement creates a legal obligation for the vendor to meet the deadline. Failure to do so could result in a breach of contract and potential legal action.

Another key difference between the two terms is their level of formality. “Shall” is typically used in more formal contracts, such as legal agreements that require specific obligations to be met. In contrast, “will” is often used in more informal agreements, such as personal contracts like loan agreements between family and friends.

Additionally, the use of “will” and “shall” can vary depending on the context of the contract and the preferences of the parties involved. For example, in some industries, “shall” may be used more frequently to establish clear legal obligations, while in others, “will” may be more common to express a more flexible commitment.

In conclusion, while “will” and “shall” may seem interchangeable in a contract, they have different legal implications. “Will” is often used to express a future action that is voluntary or a prediction, while “shall” implies an obligation or requirement. Ultimately, the choice between the two terms will depend on the context of the contract and the level of obligation desired by the parties involved. As a professional, it is essential to ensure that the contract language is clear and consistent, which can help avoid potential disputes and litigation.

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