Replacing “Once” in Contracts: A Example of Sweating the Small Stuff

In this post, I explain why in contracts, instead of the conjunction once, I use if or I just delete once, depending on the context.

I do that because when drafting a contract, you should aim to make all your choices be good ones, whether a lot is at stake or only a little. Or as we are prone to saying in the United States, you should “sweat the small stuff.”

So an example of a suboptimal drafting decision where little is at stake is using as the subordinator in a conditional clause the conjunction once, meaning “as soon as”. As in, Acme shall notify Widgetco once Acme obtains the Consent.

One problem with once is that, as noted on Grammarphobia, “The word ‘once’ has worn many hats since it showed up in Anglo-Saxon times. It’s been an adjective, an adverb, a noun, and a conjunction.” So once requires that the reader do some extra work.

Another problem with once—a more significant one—is that it suggests an expectation that the circumstance in question will come to pass. You don’t want to make that kind of suggestion in contracts.

One possible fix would be to use when as the subordinator instead of once, but when too suggests an expectation that the circumstance in question will come to pass. Using if expresses the same meaning without that shortcoming. Here are some examples culled from EDGAR (I haven’t done any other tidying up) in which I’ve replaced once with if:

Once If Client has initiated a Digital Asset withdrawal, the associated Client Digital Assets will be in a pending state and will not be included in the Vault Account.

… (v) once if such circumstances are satisfactorily addressed, Bank shall end the suspension and resume the affected Services …

Furthermore, once if the Company consummates a Business Combination, it shall be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.

But if deleting once leaves you with an adjective phrase, just do that:

Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

A Member may not withdraw a Redemption Notice once submitted to the Company unless the Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part).

So I invite you to join me in sweating the small stuff by not using once! (In the sixth edition of A Manual of Style for Contract Drafting, you can expect to find the gist of this post in chapter 3 (Categories of Contract Language) under the heading “Expressing Conditions Using a Conditional Clause.”)