“At Any Time”

In my post on “termination for convenience” (click here) I said that in language providing for termination for any reason you can dispense with the phrase at any time, as that concept is implicit in termination for any reason.

But the point can be made more broadly—the phrase at any time would seem to be extraneous whatever the context.

In general English usage, if someone has discretion to do something, that person may exercise that discretion whenever he or she wishes, absent any indication to the contrary. There’s no reason why the same principle shouldn’t apply in contracts, and as a result at any time should be redundant in language of discretion:

The Committee may at any time buy from a Participant an Option previously granted with payment in cash, shares of Common Stock of the Company (including restricted stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree.

What about other contexts in which the phrase occurs?

Sometimes it’s used as part of a phrase that’s equivalent to during the term of this agreement and is just as superfluous, as in the following provision:

It shall be a Ratings Event if at any time after the date hereof (A) so long as S&P is currently rating the Certificates …

(Note that a better fix for the preceding provision would be to rewrite it entirely.)

Sometimes at any time is part of a formulation that could be replaced with if:

At any time at which [read If] no Relevant Entity has credit ratings from Fitch at least equal to …

And in references to a specific period of time, at any time can simply be stricken:

If at any time after the Closing the parties agree that any further deeds, assignments, or assurances are necessary or desirable …

If you can think of a circumstance where you can’t do without at any time, please let me know.

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.