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“Shall” once ruled legal contracts. Now it’s being phased out. Discover why—and what’s replacing it.
📜 Introduction
For decades, the word “shall” was the king of legal documents. It showed up in contracts, policies, statutes, and legal letters—often used to signal obligation. But legal experts and courts have increasingly turned against “shall”, calling it ambiguous, outdated, and dangerously misleading.
In this article, we’ll explore:
- Why “shall” is falling out of favor
- What’s replacing it in modern legal writing
- What legal professionals, writers, and even ESL learners should know
🔍 What’s the Problem With “Shall”?
At first glance, “shall” might seem like the perfect word for legal writing. It sounds formal, traditional, and serious. But that’s exactly the problem: it sounds clear—but isn’t.
Legal experts argue that “shall” has too many meanings:
- It can suggest obligation (“You shall pay the fee”)
- It can indicate futurity (“The meeting shall take place tomorrow”)
- It can imply permission (“Shall we proceed?”)
- It can be interpreted as a promise, command, or suggestion—depending on the context
This ambiguity has caused major issues in court interpretations and contract disputes.
⚖️ Court Cases That Proved the Point
Here are some examples where the word “shall” became a legal landmine:
- In Federal Crop Insurance Corp. v. Merrill, the U.S. Supreme Court ruled that “shall” can sometimes mean “may”, depending on the context.
- In another case, Duggins v. Board of Education, the court stated that “shall” was used to mean future tense, not obligation—contradicting the drafter’s intent.
📢 Bottom line: When courts can’t agree on what “shall” means, it’s time to reconsider using it.
📝 What’s Replacing “Shall” in Legal Writing?
✅ 1. Must – Clear and Forceful
- Most legal style guides now recommend “must” to express obligation. ✅ Example: “The tenant must pay rent on the first of each month.” This is clear, modern, and unambiguous.
✅ 2. Will – Expresses Future Action
- Use “will” to refer to what someone intends or agrees to do. ✅ Example: “The company will send quarterly updates to the board.” It indicates intent, not obligation—perfect for commitments, not duties.
✅ 3. May / May Not – For Permissions
- When giving permission or stating options, “may” is more accurate than “shall.” ✅ Example: “The landlord may enter the property with 24 hours’ notice.”
📘 Style Guides That Support the Shift
- U.S. Federal Plain Language Guidelines: Recommends replacing “shall” with “must,” “will,” or other clear verbs.
- SEC’s Plain English Handbook: Advises against using “shall” due to ambiguity.
- Australian Government Style Manual: Recommends “must” instead of “shall.”
- Bryan A. Garner (legal writing expert): Famously called “shall” “the most misused word in law.”
🧠 Practical Tip for Legal Drafters
If you’re drafting contracts, agreements, or internal policies:
| Intent | Use This Instead of “Shall” |
|---|---|
| Legal obligation | must |
| Future action | will |
| Permission or possibility | may / may not |
| Recommendation | should |
| Condition or contingency | if / unless |
💡 Real-Life Comparison
OLD (Confusing)
“The consultant shall provide reports within 10 days.”
NEW (Clear)
“The consultant must provide reports within 10 days.”
🧾 How It Affects ESL & Non-Legal Professionals
If you’re learning English or working in a legal/business environment:
- Recognize that “shall” is now rare outside formal documents.
- Use “must” and “will” confidently—they’re widely accepted and easier to understand.
- When reading contracts or legal terms, pay attention to context—if you see “shall,” double-check what it actually means.
✅ Conclusion: A Shift Toward Clarity
The movement away from “shall” is about more than grammar—it’s about making legal writing:
- Clearer
- Fairer
- More accessible
As contracts become more global and inclusive, plain language wins. “Shall” is being replaced—one contract at a time.
📦 Bonus Resources
🧠 Template Pack: Contracts Using “Must,” “Will,” and “May” for Clarity
📥 Download: Shall vs Must Legal Language Cheat Sheet (PDF)
🧑🏫 Mini-course: Modern Legal English: Drafting in Plain Language
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