Worst Alternative to “May” Ever

Regular readers will know that it has long been a hobby of mine to collect weird ways that drafters find to say may.

But at some point, your cross the line and it’s no longer fun and games. Instead, you confront the horror. Friends, we’ve reached that point. Behold the following:

The Grantee is hereby empowered to do any and all lawful acts necessary or desirable to effect the performance of the duties under the Administration Agreement …

… and the Company is hereby empowered to appoint and remove at its pleasure any person as agent and substitute for and on behalf of the Company in respect of all or any of the matters aforesaid.

The Escrow Agent is hereby empowered on behalf of the Company to endorse and collect in the banking system all checks received on account of Purchases of the Common Units.

Sweet Jeebus! My eyes are bleeding! Is hereby empowered to? It brings to mind someone with blue lightning bolts coming from their fingertips. I have the power!

The examples above were flushed from the common latrine that is EDGAR. Fifty-five more examples like it occur in contracts filed in the past year.

Let’s use may instead, please.

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.