“May Refuse To”

Consider the following:

Orbitz may refuse to deliver Shares to the Employee if Employee fails to comply with Employee’s obligations in connection with the Tax Related Items.

Refusal is in response to a request. Instead of may refuse, I’d always use that standard component of language of discretion, is not required to. It allows you to address the issue on a more fundamental level.

And hey, how about this:

Acme does not expect Orbitz to deliver Shares to the Employee if Employee fails to comply with Employee’s obligations in connection with the Tax Related Items.

You guessed it: Saying that Party A does not expect Party B to take an action is an oblique way of saying that Party B is not required to take that action.

There are endless ways of conveying a given categories-of-contract-language meaning, but one way will make the most sense. Use it consistently.

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.