Dual Verb Structures: “Is and Will Be”

You lucky people, here’s another in my sporadic posts on dual verb structures! This time, we have under the spotlight is and will [or shall] be. As with verb structures generally, you can do better than is and will be. Awkward Grouping One explanation for use of is and will be is that the drafter structured things awkwardly. Here’s an … Read More

Dual Verb Structures: “Has No Authority To and Shall Not”

One encounters the phrase has no authority to and shall not in the context of agency: The Contractor has no authority to, and shall not, act as agent for or on behalf of Client or represent or bind it in any manner. Consultant understands and recognizes that he is not an agent of the Company and has no authority to … Read More

Dual Verb Structures: “Agrees to X and Continue to X”

Late last year I did my first post on dual verb structures. I’ve done four of them, here, here, here, and here. Actually, make that six, because I now introduce to you the supremely effed up structure agrees to X and continue to X. I found only a few examples on EDGAR, but enough to confirm to my satisfaction that … Read More

Dual Verb Structures: “May But Is Not Required To”

In my newfound zeal for dual verb structures, I’ve written about the following examples shall grant and hereby grants has granted and hereby grants be and hereby is Each of those examples features two inconsistent verb structures ostensibly working together. I now offer you two verb structures that say the same thing, with the second offered as an exception to … Read More

Dual Verb Structures: “Be and Hereby Is”

In the impeachment proceedings before the U.S. Senate yesterday, Chief Justice Roberts announced that Trump “be, and he is hereby, acquitted.” BREAKING: Chief Justice John Roberts: "It is therefore ordered and adjudged that the said Donald John Trump be, and he is hereby, acquitted of the charges in said articles." https://t.co/cKgbkhVYFL pic.twitter.com/CSkOR6tJzI — Evan McMurry (@evanmcmurry) February 5, 2020 Given … Read More

Dual Verb Structures: “Shall Grant and Hereby Grants”

In this post a couple of weeks ago, I belatedly introduced the topic of dual verb structures. Here’s another dual verb structure: shall grant/assign and hereby grants/assigns (and variants). It appears in provisions relating to intellectual property: Upon the completion of such transfer, Xenon shall, and hereby does, assign to Neurocrine all such Regulatory Materials … Effective on the Collaboration … Read More

A Dual Verb Structure: “Shall Not Be Entitled To and Shall Not X”

[Updated 8 Dec. 2021: Ignore this post! I got it wrong! I misunderstood the function of not be entitled to. It would make sense to delete this post, but instead I’ll keep it here as a monument to my frailty. Or something.] Let’s talk dual verb structures. I’ve written about them previously. For example, see this 2007 post about be … Read More

Revisiting the “Shall” Wars

The other day, Alex Hamilton dropped this on Twitter: Using "shall" in contracts, as suggested by @AdamsDrafting, has become a shibboleth. There are those who want to be modern, and those who've done their homework and are actually being modern. — Alex Hamilton (@AlexHamiltonRad) March 10, 2021 It’s been years since I’ve written anything about use of shall in contracts. … Read More

Changing Your Templates: Slow and Steady or All at Once?

A participant at a recent “Drafting Clearer Contracts” seminar sent me an email saying how much they had enjoyed the seminar. They went on to say that “incorporating the concepts into our templates and drafting will require a slow, steady cultural change.” Regardless of whether cultural change has to be slow and steady, I suggest that it doesn’t reflect reality … Read More