“May … Only”

In this October 2007 post, I discuss how placement of only in a sentence can affect meaning. Well, here’s another issue relating to use of only—the ambiguity that arises when you use only in language of discretion.

Consider the following sentence:

Acme may close any one or more Contract Stores for any reason, and in doing so it may consider only its own interests.

This sentence is ambiguous. I had intended that it mean that Acme may choose to consider only its own interests but would be free to consider the interests of others. But this sentence could also mean that the only interests Acme is permitted to consider are its own. The latter meaning would, however, seem unlikely.

Now consider the following sentence, lifted from MSCD 3.53:

Widgetco may sell only the 2003 Lincoln Navigator.

This sentence could convey a meaning analogous to the first possible meaning of the previous example—in other words, that Widgetco may choose to sell only that car. But in MSCD, I say, in effect, that this sentence means that the only vehicle that Widgetco is permitted to sell is the vehicle specified. (I wasn’t then attuned to the ambiguity of may … only.) In this case, the latter meaning is the more likely.

The ambiguity engendered by may … only can’t be avoided by repositioning only (not unless you want to ignore the recommendation I make in my October 2007 post regarding placement of only in relation to the verb). Instead, you have to come up with alternative language to express the intended meaning. Here’s how I’d reword the two examples:

Acme may close any one or more Contract Stores for any reason, and in doing so it may elect to consider only its own interests.

Widgetco shall not sell any vehicle other than the 2003 Lincoln Navigator.

The ambiguity engendered by the above examples is related to that engendered by may not in language of prohibition; see MSCD 3.71. And in the case of ambiguity relating to “the part versus the whole,” language of discretion gives rise to additional possible meanings; see for example MSCD 8.7. And may also gives rise to the issues discussed in this June 2007 post. So all in all, using may rigorously requires that you grapple with some fiendishly subtle issues.

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.

4 thoughts on ““May … Only””

  1. In the first example, why isn’t the first phrase alone sufficient? That is,

    “Acme may close any one or more Contract Stores for any reason.”

    Does this imply there must be a reason? If so, what about:

    “Acme may close any one or more Contract Stores for any reason or for no reason.”

    I’m not sure what the rest of the sentence adds.

  2. Paul: The additional language represents an attempt to avoid any argument that the provision breaches the implied covenant of good faith. For more on that, see this post. In fact, I took that language from this post.

    And regarding why I don’t like or for no reason, see my recent post on termination for convenience.

    But note that of course neither of these issues has any bearing on the ambiguity engendered by may … only.


  3. For the first example, what about “… and in doing so need only consider its own interests.”

    This seems to meet the dual goals of avoiding a potential claim for breach of covenant of good faith, and doing so in few words. I think it also avoids the problems with may/shall in that it implies discretion to do whichever.

  4. Dylan: Your version is certainly more colloquial. Maybe too colloquial—I’ll have to think about it. But the main point is that both versions avoid the may … only problem. Ken


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