“At Liberty To”: Yet Another Suboptimal Way of Saying “May”

Longtime readers will be aware that I’m particularly fond of finding effed-up ways of saying may.

The fourth edition of MSCD lists in table 4 more than a dozen wordier and less-clear ways of saying Acme may, but this post from earlier this year confirmed that that list wasn’t exhaustive.

And today, thanks to my work on the LegalSifter production line, I spotted the following:

In order to confirm compliance with this Data Processing Addendum Agreement, the Customer shall be at liberty to conduct an audit by assigning an independent third party who shall be obliged to observe confidentiality in this regard.

Of course! Why didn’t I think of at liberty to before!

Here are some additional examples from the original Washington, D.C. swamp, Edgar:

While the Consultant shall not be obligated to provide the Services to the Company on an exclusive basis and shall be at liberty to provide services to others, the Consultant agrees to devote such time and attention to the business and affairs of the Company as is required to properly provide the Services in a timely manner.

… the Management Transferor shall be at liberty to transfer to any person at a price not less than the Management Prescribed Price …

You are at liberty to terminate the appointment at any time by notice in writing to the Company.

If the Superior Landlord or the Landlord is a Crown Body the Superior Landlord or the Landlord (as applicable) shall be at liberty to settle as the Superior Landlord or the Landlord (as applicable) may reasonably think fit …

Of course, add a negative and you have language of prohibition:

The Loan Note repaid, redeemed or purchased by the Debtor shall be cancelled and the Debtor shall not be at liberty to re-issue them.

Most of these examples are from outside the U.S. Draw from that whatever conclusions you wish.

I don’t suggest that there’s anything profound in my discovering at liberty to, but it just emphasizes the random and chaotic nature of verb structures in traditional contract drafting.

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.