“Will Have” Plus [Time Period]

Consider this sentence: After termination, Acme will have 60 days to return to Widgetco any Confidential Information in Acme’s possession.

What category of contract language should that be? Presumably obligation: No later than 60 days after termination, Acme shall return to Widgetco any Confidential Information in Acme’s possession.

How about this one: After termination, Acme will have 60 days to exercise the Option by notice to Widgetco.

What category of contract language should that be? Presumably language of obligation used to express a condition: To validly exercise the Option, Acme must no later than 60 days after termination notify Widgetco that it is doing so.

So X will have [time period] is not only casual but ambiguous. Add it to the no-draft list.

Now the only question is whether I try to shoehorn it into MSCD4.

 

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.