“Only”

Here’s what Garner’s Modern American Usage has to say about only:

Only is perhaps the most frequently misplaced of all English words. Its best placement is precisely before the words intended to be limited. The more words separating only from its correct position, the more awkward the sentence; and such a separation can lead to ambiguities. … Yet the strong tendency in AmE is to stick only right before the verb or verb phrase regardless of the illogic.

This is the case in drafting. Take the following example (emphasis added):

Tenant shall only move furniture, fixtures and equipment into and out of the Premises during non-business hours unless Landlord gives approval otherwise.

So Tenant has a duty only to move furniture, fixtures and equipment in the specified manner. That’s all the Tenant is allowed to do—the Tenant is precluded from also making breakfast, going to work, having a shower …

That’s obviously a ludicriously literal reading, but I can imagine contexts in which that sort of reading might be less ludicrous but equally unintended.

I suggest that you’re better off moving only farther back in the sentence:

Tenant shall move furniture, fixtures and equipment into and out of the Premises only during non-business hours unless Landlord gives approval otherwise.

Here’s another example:

At any time when a Termination Event has occurred and is continuing, the Seller shall only exercise its rights and remedies under the Purchase Agreement [only] in accordance with the instructions of the Agent.

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.