“Is Bound To”

Table 2 in MSDC chapter 3 displays an assortment of suboptimal ways to impose an obligation on a contract party that’s the subject of a sentence. I use shall, of course (as I explain in this article); the suboptimal variants include agrees to, undertakes to, and commits to.

Well, I’m happy to announce that I’ve discovered another suboptimal variant, is bound to (and will be bound to, if the context involves the future). Boy, what a turkey. Here are some examples from the Great Pacific Garbage Patch that is EDGAR (emphasis added):

The Lessee is bound to [read shall] act in such a way as not to disturb the normal enjoyment of the other tenants.

In this regard, Borrower is bound to the payment of [read shall pay] all Indebtedness whether now existing or hereafter accruing, as fully as if such Indebtedness were directly owing to Agent by Borrower.

The Company will be bound to [read shall] redeem the Notes on the date fixed for redemption.

But wait, there’s more! You also see is not bound to used as an unnecessary alternative to is not required to to convey absence of obligation (see MSCD 3.213):

The Secured Party is not bound to [read is not required to] exercise any right or remedy …

No Finance Party is not bound to [read is not required to] monitor or verify the application of any amount borrowed pursuant to this Agreement.

You also see is bound to used to refer to a requirement imposed by some other document, or absence of such a requirement. To avoid unnecessary variation, I would use is required to here too:

The Executive further acknowledges that he is bound to [read is required to] abide by all policies and procedures established by the Company, from time to time, including …

… there are no Contracts by which any RBF Subsidiary is bound to [read is required to] issue additional shares of its capital stock …

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.