I can’t recall ever having used the adjective contractual, meaning “of, pertaining to, or secured by a contract.” I find it an awkward mouthful.

As a general matter, I’d rather simply use contract, as in contract terms and contract obligations rather than contractual terms and contractual obligations.

And rather than referring to contractual instruments or contractual arrangements, why not just say contracts?

Nevertheless, contractual occurs frequently in contracts. (Sometimes it’s misspelled contractural, with an extra r.) For example, it occurred in 1,182 contracts filed as exhibit 10 “material contracts” on the SEC’s EDGAR system in the past month. I particularly enjoyed its use in the following bit of nonsense:

Terms of this agreement are contractual and not a mere recital.

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.

4 thoughts on ““Contractual””

  1. Interesting to note the usage of ‘contractual’.

    Is it meaningful to use the adjective ‘contractual’ when referring to ‘contractual risks’ and ‘contractual rate of progress’ as compared to ‘contract risks’ and ‘contract rate of progress’?

  2. I have to admit that visiting this blog has made me more and more curmudgeonly in the negotiation of contracts. There’s so much meaningless (and frankly sloppy) language that just gets imported from one document to the next. I’m not innocent of the offense, I admit, but I’m trying. This particular phrase is one that drives me a bit insane.

    It means absolutely nothing. NOTHING. Find me a contract term that will or will not be enforceable or enforced because of this language… I dare you. The only situation I can imagine is with some WHEREAS clause at the top that somehow includes an obligation on the part of one of the contracting parties that is later challenged by the so-obligated party as a “mere recital,” not intended to bind.



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