The University of Chicago Press,
Exercises from LEGAL WRITING IN PLAIN ENGLISH, Bryan A. Garner

§ 35. Delete every shall.



Edit the following sentences for clarity, replacing the shalls:

  • Escrow Agent shall be entitled to receive an annual fee in accordance with standard charges for services to be rendered hereunder.
  • Each member shall have the right to sell, give, or bequeath all or any part of his membership interest to any other member without restriction of any kind.
  • The occurrence of any one or more of the following shall constitute an event of default: (a) Borrower shall fail to pay any installment of principal or interest on an advance . . . .
  • After completion of Licensee's work, Licensee shall have the duty to restore the License Area to its former condition, as it was before the Licensee's entry into the License Area.
  • The sender shall have fully complied with the requirement to send notice when the sender obtains electronic confirmation.


In the following extract from a licensing agreement, count the various ways in which duties are stated. Edit the passage for consistency.

7.3 Ownership and Use of the Marks and Copyrights. Licensee shall not claim any title to or right to use the Marks except pursuant to this Agreement. Licensee covenants and agrees that it shall at no time adopt or use any word or corporate name or mark that is likely to cause confusion with the Marks.
7.4 Compliance with the Law. Licensee will use the Marks and copyright designation strictly in compliance with all applicable and related legal requirements and, in connection therewith, shall place such wording on each Licensed Item or its packaging as Licensee and Licensor shall mutually agree on. Licensee agrees that it will make all necessary filings with the appropriate governmental entities in all countries in which Licensee is selling the Licensed Item or using the Marks to protect the Marks or any of Licensor's rights.
7.5 Duty of Cooperation. Licensee agrees to cooperate fully and in good faith with Licensor for the purpose of securing, preserving, and protecting Licensor's rights in and to the Marks. Licensee must bear the cost if Licensee's acts or negligence have in any way endangered or threatened to endanger such rights of Licensor.


In a contract formbook, find a document in which shall appears inconsistently. On a photocopy, highlight every shall, as well as every other verb or verb phrase that seems to impose a requirement--such as must, will, is obligated to, agrees to, undertakes to, and has the responsibility to. If you're part of a writing group or class, bring a highlighted copy for each colleague. Be prepared to discuss (1) how serious the inconsistencies are, (2) how you think they might have come about, and (3) how easy or difficult you think it would be to cure the problem in your document.

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© 2001, Bryan A. Garner

These exercises appear in Bryan A. Garner's Legal Writing in Plain English: A Text with Exercises, published by The University of Chicago Press and available at bookstores and on the Web at