In Contracts, “Please” Is Not the Magic Word

Thanks to a hot tip from Deep Throat Glenn West, I learned about the Fifth Circuit’s opinion from earlier this year in  Landmark American Insurance Co. V. Lonergan Law Firm, PLLC (here).

An insurance company claimed that appellant Lonergan, a lawyer subject to a malpractice claim, had failed to “report” the claim as she was obligated to under her insurance policy. Lonergan’s clients argued that Lonergan had in fact reported the claim during the policy period as part of her application to renew her insurance policy. The insurance company countered that the “Notice of Claim” provision in its policy obligated Lonergan to “Please send all claim information to: Attention: Claims Dept. [address].”

The court’s conclusion: “But Landmark’s policy is distinguishable from these cases, because the ‘where’ clause is defined in precatory (‘please’), not mandatory (‘shall’) terms.” It reversed the lower court’s ruling in favor of the insurance company.

So generally, leave please out of contracts, along with other namby-pamby stuff like you are kindly requested to.

When please is used in connection with formalities required to form a contract, it’s hard to imagine please causing problems (although I’m not recommending it). Here’s an example:

Please deliver the signed subscription agreement along with a check payable to Sandy Springs Holdings, Inc. in the amount of $100 to the following address:

But otherwise, stay away from please. Express the intended meaning as language of obligation or prohibition or as a condition, whichever is relevant, instead of swaddling it in misplaced courtesy.

(New to my “categories of contract language” framework? Go here for an introduction.)

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.