“Directly”

The word directly comes in handy if you want to say in a contract that a party is allowed to do something, or is prohibited from doing something, directly or indirectly. Some examples from the Berkeley Pit that is EDGAR:

Executive shall not directly or indirectly render any services of a business, commercial, or professional nature to any other person …

To facilitate redemption of Shares by shareholders directly or through dealers …

… and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

But directly on its own can be redundant. That’s because unless the context suggests otherwise, a direct connection is implicit:

Sargent agrees that he will cause the Company to pay all rent, additional rent and other obligations of the Company due under the lease agreement for certain real property previously executed by the Company (the “Lease”) directly to the landlord of such Lease …

WHEREAS, each Grantor has determined that the execution, delivery and performance of this Agreement directly benefit, and are in the best interest of, such Grantor;

… other than office space located on the premises of the Project where not more than a de minimus amount of the functions to be performed are not directly related to the day-to-day operations of the Project …

In his capacity as Chief Executive Officer of the Company , the Executive will report directly to the Board.

pursuant to which a Participant may concurrently provide irrevocable instructions … to the Company to deliver the certificates for the purchased Shares directly to such broker or dealer in order to complete the sale;

Investor has a substantive pre-existing relationship with the Partnership and was directly contacted by the Partnership or its agents.

The Company will reimburse Maxim directly out of the proceeds of the Placement.

Furthermore, in everyday English directly can connote not agency but urgency, as in In an emergency, go directly to the assembly point. To avoid confusion, use immediately or promptly instead of directly if you wish to express urgency. (For more on immediately and promptly, see this 2008 post.)

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.