“Undertakes To”

I recently posted an item in which I explain why I favor disciplined use of shall, even as some legal-writing commentators recommend discarding it.

As I mentioned in that post, usually will and must are offered as alternatives to shall. But I just hear of another suggested alternative: a participant in one of my Geneva seminars told me that he had been advised to use undertakes to, as in Acme shall [read undertakes to] purchase the Shares.

At least using undertakes to wouldn’t result in your using one word to convey different meanings, as would be the case if you replace shall with will. On the other hand, it seems very ponderous.

And note that it represents language of performance rather than language of obligation. If you wanted to follow MSCD’s recommendations regarding language of performance, you’d say Acme hereby undertakes to purchase the Shares—even more ponderous.

So I won’t be switching to undertakes to. Any fans of undertakes to out there?

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.