What is the Difference Between Will and Shall in Contracts?

The difference between "will" and "shall" in contracts lies in the obligation and future intention they convey. Traditionally, "shall" has been used to indicate an obligation, while "will" conveys a future intention or simple statement about the future. However, the distinction between these two words is not strictly observed, and they are often used interchangeably.

According to some legal experts, "shall" should be used when one party has a duty to perform a specific action, while "will" should be used to indicate a future event or consequence. For example:

• Seller shall deliver the Product (an obligation)
• The Product will be delivered within 48 hours of the order being placed (a future event or consequence)

In practice, many contract drafters use "will" to create obligations, as long as it is clear that the usage cannot be read as merely stating a future event or intention. An example of this would be:

• Landlord will clean and maintain all common areas (an obligation)

To avoid confusion and ensure consistency in contracts, it is recommended to choose either "shall" or "will" and use it consistently throughout the document. However, the context of the overall agreement and the parties' intentions should always be considered when interpreting the meaning of these words in a contract.

Comparative Table: Will vs Shall in Contracts

The difference between "will" and "shall" in contracts lies in their usage and implications. Here is a table summarizing their differences:

In most basic contracts, it is recommended to use "will" to create obligations, as long as the usage cannot be read as merely describing a future event. However, some contract drafters, such as Kenneth A. Adams, prefer using "shall" as long as it is used correctly. It is essential to maintain consistency in the use of these terms within a contract to avoid confusion and potential disputes.