Leadership Team 2016-2017
What's it al about [Alfie...]? Here are a
couple of interesting videos that talk about what LIGO is doing
Contract Writing; “Will” vs. “Shall” Which to use?
M Taylor, C.P.M.
lawyers disagree about the proper usage. I suppose it gives them
something to do to earn their fee. I plan to spend a few
minutes talking about this subject and many other aspects of
writing contract in Portland on April 26.
In contract writing, we typically use the word “shall” to indicate an obligation of the contractor and “will” to indicate an obligation of the buyer. I’ve heard several opinions that, as long as the usage is clear, it may not make much difference which word is used. I can wrap my head around that by thinking of it this way.
A typical contract spells out obligations of both the buyer and seller. Precise identification of those obligations is expected. As long as the wording does not confuse who has the obligation and who is obligated, then it’s going to be hard to claim that obligation does not exist just because the contract mixes up the words “will” and “shall”.
Another way to look at it; we could create a bulleted list of
obligations and avoid both words altogether, thus either word
isn’t really too important – as long as the obligations are
That being said, I do prefer the way “shall” sounds when it prescribes an obligation of the contractor. I also prefer “will” when it describes an obligation of the buyer.
The following articles provide several more examples and also
point out that “shall’ is often misused. According to the
articles, “shall” must be used to impose a duty on a capable
actor. That is, “shall” has to direct “someone who can perform
The authors suggest several ways to try and determine if “shall” is used correctly. Replace the word “shall” with “must” or “ agrees to” and see what happens to the meaning. If it sounds wrong, then “shall” might have been misused in the first place.
Of course those substitutions lead to different problems.
1. Are you trying to describe a “condition” of the contract
or a performance obligation of the contractor? [e.g. are you
specifying a certain form be used to submit a dispute (if
needed) or requiring that the contractor submit the form as part
of contract performance?]
2. Are you describing a future performance obligation or an event that is codified by the contract?
Here is one article.
Lots more comments and suggestions about writing on his web site. I’d suggest adding a link to this web site to your reading folder and spend some time there when you can.
Here is another web site with many interesting articles regarding contract writing.
More of my comments and opinions here: http://www.mltweb.com/tools/imo.htm
ASQ Section 0614 Dinner Meeting
-April 11, 2017
“Permission to Speak Freely: How
the Best Leaders Cultivate a Culture of Candor”
Candid communication enhances innovation, ownership, engagement, and
performance. The benefits of hearing questions and uncertainties, good and bad
ideas, and honest feedback are game-changing. Yet research shows that most of
the time people never share their true thoughts with each other - and especially
not with their leaders.
ISM-CB Education Exchange
- building a
Share educational opportunities and the benefits of an expanded professional network with your colleagues.
American Society for Quality : www.asq614.org/
The Institute For Internal Auditors, Mid-Columbia Chapter
National Contract Management
Institute For Management
WSU Tri-Cities Professional Education https://tricities.wsu.edu/cepd/leadership-academy/
Emerging Tri-Cities http://www.emergingtricities.com/
ISM-CB professional network exchange is our way of encouraging communication and discussion among our members. Sharing information, expertise and experience are just some of the many benefits of membership. Networking with other members is a great way to build a professional support team.
Who Are we?
ISM-Columbia Basin is the regional affiliate of the Institute for Supply Management a not-for-profit educational organization of over 40,000 Purchasing Agents, Buyers and Supply Chain Professionals. www.ism.ws Local membership represents companies from Moses Lake to Walla Walla including food processing, government contractors, educational institutions, utilities and manufacturing. New members and business professionals are always welcome at ISM-CB events. Visit the ISM-CB web site at: www.ismcb.org
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