“Shall Require”

Consider the following:

Company shall require each of its subcontractors to provide insurance coverage … .

Do you think a reasonable reader, or a judge, would conclude that shall require means the same thing as shall cause?

[Updated February 29, 2012: Since one example does not a sample make, here are some other instances of shall require that I found on EDGAR:

The Company shall require any successor to all or substantially all of its business or assets … , and any parent company thereof, to expressly assume and agree to perform the Company’s obligations under this Agreement.

AIRLINE shall comply with, and shall require its officers, agents, employees, contractors, subcontractors, sublessees, vendors, suppliers, other representatives, and any other persons over whom it has control to comply with … .

In the event Roberts makes Sales of Product(s) to persons other than End Users, Roberts shall require such persons to provide Roberts with such information as Lilly may reasonably request to permit Lilly to calculate and verify Net Sales and Royalties due.

But most instances of shall require can be attributed to pathological use of shall instead of the simple present, as in the phrase as the context shall require.]

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.