What Is a Contract “Right”?

Although it’s standard to refer to contract “rights,” in this November 2012 post on rethinking the “no assignment” provision, I said the following about “rights”:

It’s unclear what “rights” refers to. (I don’t use the word “rights” anywhere in MSCD.) I think it refers to discretion granted to a party under an agreement and any remedy that a party has under an agreement, and I’d rather make that explicit.

But to be more specific, I suspect that “right” is also sometimes used by parties entitled to performance under a contract in referring to that entitlement. If Acme has an obligation to purchase widgets from Widgetco but refuses to do so, Widgetco and its lawyers might be inclined to talk about Widgetco’s “right” to sell widgets to Acme.

This just makes me more inclined not to use the word “right” in drafting or interpreting contracts.

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.