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.

2 thoughts on “Revisiting “Intending to Be Legally Bound””

  1. One may intend any number of things that fail to eventuate. The road to the courthouse is paved with intentions to be legally bound. Even in Pennsylvania.

  2. I know this is several years old, but it still appears in Google searches. As a Pennsylvania attorney, I want to point out that Pennsylvania attorneys should ABSOLUTELY include “intending to be legally bound” language in Pennsylvania contracts. This is about a very explicit statute that forbids the signer of an agreement to challenge that agreement for lack of consideration if the signer “intended to be legally bound.”

    The PA Supreme Court case you refer to above is Socko v. Mid-Atlantic, where the court held that the “intending to be legally bound” language would not save a non-compete agreement entered into after employment had already begun. This is the only current exception to the law in PA. The relevant statute is called the UWOA, found at 33 P.S. Section 6.

    Again, I just want it to be absolutely clear that these words are effective in Pennsylvania contracts. This is not a matter of writing style or archaic legalese, but of statutory law.


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