Revisiting “Intending to Be Legally Bound”

I wrote about intending to be legally bound in this 2012 post. Yep, it’s pointless, although note the bizarro Pennsylvania-law angle.

It’s in fact Pennsylvania that has me revisiting intending to be legally bound. Reader Ben King told me about this post on the blog The Employer Handbook. It recounts how the Pennsylvania Supreme Court decided that use of the phrase intending to be legally bound won’t save an otherwise unenforceable noncompetition agreement.

That certainly makes sense, but it points to a broader issue. In contract disputes, it’s routine for litigants to seek to attribute meaning to what is actually clutter. If you use the phrase intending to be legally bound in a contract and that contract is challenged as being unenforceable, don’t be surprised if the party seeking to enforce the contract invokes the phrase—See, they really did agree that the contract is enforceable!

So eliminate contract clutter, not just because it’s clutter, but also because you never know when someone might try to use it to insert unintended meaning into a contract.

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.