Using Language of Discretion Versus Using Language of Obligation to Express a Condition

Welcome back to the categories of contract language! Consider the following alternatives:

Language of Discretion

The Customer may purchase Widgets only by using Acme’s purchase-ordering system to submit a purchase order to Acme.

Language of Obligation Used to Express a Condition

To purchase Widgets, the Customer must submit purchase orders to Acme through Acme’s purchase-ordering system.

Which do you prefer? I prefer the second alternative. Using instead language of discretion would suggest the possibility of breach if the customer were to purchase widgets any other way. That doesn’t make sense: there is no other way to effect a purchase.

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.