Managing the Categories of Contract Language So You Tell the Story Concisely: An Example

Wearing my LegalSifter hat, today I researched how contracts refer to inspection of goods. In doing so, I encountered the following in this Yara purchase order (selected at random):

All Goods may be inspected by the Purchaser within a reasonable time after delivery to the location required by the Purchaser. If on inspection, any Goods are found to be unsatisfactory, defective, or inferior quality or workmanship or fail to meet any specifications or other requirements of this Purchase Order, the Purchaser may return the Goods to the Supplier at the Supplier’s sole risk and expense.

The first sentence doesn’t make sense. For one thing, no one needs to be granted discretion to inspect goods—you’re free to inspect goods whenever you wish. Furthermore, the first sentence suggests that if you inspect outside of a reasonable time after delivery, you’d be in breach. That doesn’t make sense—the seller wouldn’t be harmed.

Instead, the timing of inspection makes sense if you’re expressing a condition: if you don’t inspect within a designated period, you’re deemed to have accepted the goods. The second sentence is the place to express that, as it begins with a conditional clause (If on inspection).

So here’s how I’d revise the second sentence (although life’s too short for me to address other drafting issues):

All Goods may be inspected by the Purchaser within a reasonable time after delivery to the location required by the Purchaser. If on inspection by the Purchaser within a reasonable time after delivery any Goods are found to be unsatisfactory, defective, or inferior quality or workmanship or fail to meet any specifications or other requirements of this Purchase Order, the Purchaser may return the Goods to the Supplier at the Supplier’s sole risk and expense.

I omitted to the location required by the Purchaser, as that should be addressed only in an obligation of the buyer.

This just serves as yet another reminder that understanding the categories of contract language is invaluable for telling the story in a contract in a way that makes sense. If you’re new to the categories of contract language, start here.

(Oh, and the next series of my online course Drafting Clearer Contracts: Masterclass starts at 11 am Eastern Time on Thursday, 5 August. For more information, go here.)

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.