A Meditation on “The Equipment Will Comply with the Specifications”

Consider the following sentence: The Equipment will comply with the Specifications.

What category of contract language is it?

According to my categories-of-contract-language analysis, use of will would make it language of policy with respect to a contingent future event. But language of policy is only for the ground rules of a contract—stuff that applies, or happens, automatically. California law governs this agreement. This agreement will terminate if the market price of unobtanium exceeds $1.50 per gram. Equipment complying with specifications isn’t something that happens automatically. Someone has to make it happen. So language of policy doesn’t work.

Here’s one way you could handle this: Acme shall purchase from Widgetco 2,000 widgets that comply with the Specifications (the “Equipment”).

You could also, or instead, say If the Equipment does not comply with the Specifications, Widgetco shall …

Applying categories-of-contract-language analysis helps you address an issue in a way that makes sense.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.