Lets Study Legal English Togeth

Modal verbs in Legal English

Shall and May

What do shall and may mean

when used in legal documents?

Before we answer this question,

lets review the main uses of shall and may
in general English.

When do we use the modal verb MAY?

To express something that is possible: It may

rain tomorrow.

To ask for and give permission: May I open the

window? You may sit down now.

When do we use the modal verb SHALL?

To ask for instructions or decisions, to offer services,

and to make suggestions: Shall I carry your luggage?
What time shall we meet? Lets go now, shall we?

To predict something or express a determination:

I promise I shall take you to her party.

Remember that in general English shall is used

only with the personal pronouns I and we. Its
use with other persons is old-fashioned.

Now, these modal verbs usually have

a different meaning in Legal English.

When do we use MAY in Legal English?

To talk about what a person is permitted to do:

The Company may assign this Agreement
with prior written consent of the other party.

Can you think of an example of your own?

When do we use SHALL in Legal English?

To impose an obligation (obligatory or mandatory sense): The

debtor shall be notified of any action taken by the bank.

To establish a directive (directory sense): The

answer to the complaint shall be filed within 15
days as from the date of its receipt by
defendant.
To refer to an entitlement: Defendant shall be
reimbursed for any costs incurred during the
course of this legal proceeding.
To express future meaning: The Franchisor shall not
engage in any activity related to the Franchised
Business until 2 years shall have expired as from
the date Franchisor terminates this Agreement at
his or her option.

Lets practice a little bit!

Youll be given different sentences and youll have to decide on

the The
different
meanings
of the modal
verbs
shall
may.
1)
parties
acknowledge
that they
shall
notand
commence
any

2)

action until 2 years shall have expired since

termination
Future
meaning
hereof.
The Company shall be indemnified by Licensee from and
against any liability, cost, damage, loss, or expense related
Entitlement
in any way to the system
licensed by the Company.

3)

Franchisee shall, within 90 days of the date of execution of

this Agreement, commence the Franchised Business in the
Mandatory
sense
Franchised Territory in accordance with the
provisions
of this
Agreement.

4)

Directors of the corporation shall not be liable to either

the corporation or its shareholders for monetary damages
Directory sense
for breach of fiduciary duties unless the breach involves
acts or omissions not in good faith.

5)

Assignor may terminate this Agreement upon written

notice toPermission
Assignee.

Another exercise. Complete the gaps with the most appropriate

modal verb may or shall.
1)

At any regular meeting of the Board of Directors, one-third of

the duly and qualified directors
_______ constitute a quorum.
shall

2)

may
This Agreement
______ be altered only by written
agreement signed by the parties.

3)

shall _____ be kept by

Books, audits, reports, and accounts
XYZ Inc. at all times so as to accurately reflect the
business and financial condition of the corporation.

4)

Directors shall
______ be paid such compensation,
including fees, as shall be determined from time
to time.

NOTE: In Legal English will, must and should are also

used to express an obligation. For example,

Borrower will/must/should make with

each periodic payment a payment
sufficient to provide a fund to pay taxes
and other municipal charges.

Hope to have made this clear to you!

Any question?

TP Mariana Baigorr
mariana@lei-argentina.com.ar
www.lei-argentina.com.ar