“Abstain From”: Another Effed-Up Verb Structure

Generally it’s a bad sign when one talks about dreams, but bear with me.

This morning I woke with a start. In my sleep I had been running through verbs in my mind. When it was the turn of abstain, what’s when my eyes popped open. Of course! Why hadn’t I thought of abstain before! I reached for my laptop. With no person from Porlock to interfere, here we are.

What we have with abstain is another effed-up categories-of-contract-language verb structure: abstain from.

One function it serves is as an alternative to shall not in language of prohibition. And now, the examples from EDGAR, please *drum roll*:

So long as the Executive is a member of the Parent Board, he shall abstain from participation not participate in the deliberations of the Parent Board with respect to the Annual Discretionary Bonus.

As a condition to your being furnished such information, you agree to treat any information, in any form or medium, whether written or oral, concerning the Company or any of its subsidiaries, Affiliates or divisions (whether prepared by the Company, its advisors or otherwise) that is furnished to you by or on behalf of the Company (herein collectively referred to as the “Evaluation Material”) in accordance with the provisions of this letter agreement and to take or abstain from taking not take certain other actions herein set forth.

The Debtor shall preserve the Collateral, keep the Collateral in good repair, subject to ordinary wear and tear, and abstain from not commit and not permit the commission of waste with regard thereto.

Shall abstain from not enter into transactions for their own personal accounts or for the account of any client, in any security while in possession of MNPI regarding that security; and …

It’s also used in language of discretion instead of is not required to:

The arbitrators shall consider this Agreement as an honorable engagement rather than merely as a legal obligation, and they are relieved of all judicial formalities and may abstain from following are not required to follow the strict rules of law.

It is agreed that the Lender, without exonerating in whole or in part the Guarantor, may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from, and give up or release any or part of the securities held, may abstain from taking, perfecting, registering or renewing securities or from realizing on is not required to take, perfect, register or renew securities or realize on securities …

When not used as the main verb, abstain from is used simply to express negation:

For so long as this Agreement remains in effect, each Stockholder shall vote any and all Shares held by it from time to time, and shall use its reasonable efforts, to the extent permitted by law, to cause the several members of the Company ’s board of directors (the “Board of Directors”) to vote, so as … to cause the Company to act or abstain from acting not act, in accordance with all the provisions of this Agreement .

Subject to the Company affording Executive a reasonable ability to cure a purported Cause Capable of Cure, after the Company gives Executive notice of termination for Cause and prior to termination of employment becoming effective, the Company may, in its sole discretion: … (iii) require that Executive abstain from taking not take any action as a director of the Company or of any affiliate, provided that Executive shall continue to be paid his Base Salary during such period of time.

By its acquisition of an interest in a Bail-inable Security , each Holder or Beneficial Owner of that Bail-inable Security shall be deemed to acknowledge and agree: …  (2) to the extent permitted by the Trust Indenture Act, that such Holder or Beneficial Owner waives any and all claims, in law and/or in equity, against the Trustee, for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking does not take, in either case in accordance with the Bail-in Regime; and …

Not to give any third party any acknowledgement that the Tenant enjoys the access of light to any of the windows or openings in the Premises by the consent of such third party nor to pay such third party any sum of money nor to enter into any agreement with such third party for the purpose of inducing or binding such third party to abstain from obstructing not obstruct the access of light to any windows or openings …

… provided however, if for any reason said California Federal District Court does not have or abstains from does not or otherwise declines to exercise jurisdiction of an action seeking Binding Arbitration Relief, the parties thereafter consent to the commencement and maintenance of an action to enforce Binding Arbitration Relief in San Diego Superior Court …

So go and abstain from no more.

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.