Redundancy of the Day: “May Freely”

If a contract says that you may do something, no purpose is served by saying you may exercise that discretion “freely”—nothing suggests that the discretion granted would otherwise be somehow restricted. Nevertheless, may freely or its passive counterpart, may be freely, occur in 292 “material contracts” filed on the SEC’s EDGAR system in the past year. That doesn’t equal an epidemic, but it makes the usage worth noting. Here are some examples:

The Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity without obtaining the consent or approval of the Restricted Holder.

Either Party may freely, directly or indirectly use its Foreground which it owns in further research activities other than those covered by the Project

Subject to the provisions of Sections 3.1, 3.2, 3.3 and 3.10 of the Stockholders’ Agreement, this Agreement and the rights and duties of the Investor set forth herein may be freely assigned, in whole or in part, by the Investor.

… and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by any Lender at any time in such Lenders sole discretion.

It’s analogous to the equally redundant may at any time.

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.