Transcript MODAL VERBS IN LEGAL ENGLISH: MAY and SHALL

Let’s Study Legal English Together!
Modal verbs in Legal English
Shall and May
What do shall and may mean
when used in legal documents?
Before we answer this question,
let’s review the main uses of shall and may
in general English.
When do we use the modal verb MAY?
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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?
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To ask for instructions or decisions, to offer services, and to
make suggestions: Shall I carry your luggage? What time shall we
meet? Let’s go now, shall we?
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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?
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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?
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To impose an obligation (obligatory or mandatory sense): The
debtor shall be notified of any action taken by the bank.
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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.
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To refer to an entitlement: Defendant shall be reimbursed for
any costs incurred during the course of this legal proceeding.
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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.
Let’s practice a little bit!
You’ll be given different sentences and you’ll have to decide on
the different meanings of the modal verbs shall and may.
1)
The parties acknowledge that they shall not commence any action until 2
years shall have expired since termination hereof. Future meaning
2)
The Company shall be indemnified by Licensee from and against any
liability, cost, damage, loss, or expense related in any way to the system
licensed by the Company. Entitlement
3)
Franchisee shall, within 90 days of the date of execution of this Agreement,
commence the Franchised Business in the Franchised Territory in
accordance with the provisions of this Agreement. Mandatory sense
4)
Directors of the corporation shall not be liable to either the corporation
or its shareholders for monetary damages for breach of fiduciary duties
unless the breach involves acts or omissions not in good faith. Directory sense
5)
Assignor may terminate this Agreement upon written notice to
Assignee. Permission
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
shall
duly and qualified directors _______
constitute a quorum.
2)
may be altered only by written agreement
This Agreement ______
signed by the parties.
3)
shall be kept by XYZ Inc. at
Books, audits, reports, and accounts _____
all times so as to accurately reflect the business and financial
condition of the corporation.
4)
shall be paid such compensation, including fees,
Directors ______
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?
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TP Mariana Baigorrí
[email protected]
www.lei-argentina.com.ar