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Bar Association of San Francisco Member Benefits: Publications

Legal Writing Tip: Shall We Ditch Shall?


By Leslie A. Gordon, BASF Bulletin Contributor


A few years back, I saw a red-carpet interview with Ashley Judd. As it ended, the interviewer asked Judd to say hello to her mother and sister. Judd replied, “I shall.” Being a hard-core grammar geek, I felt compelled to look up the proper use of shall. Judd notwithstanding, shall is rarely spoken but is still seen in writing. However, both Judd and legal writers take note: shall should be ditched in most cases.
Technically speaking, shall vs. will is a matter of first vs. second or third person and verb conjugation. But the nitty gritty details are not worth delineating because unless you’re going for a pretentious vibe – or your audience is British (UK and American uses of shall differ) – simply use will to express determination.


Fussy: I shall tell you.

Better: I will tell you.

Fussy: I shall lend you the money.

Better: I will lend you the money.


When drafting formal agreements, it’s both tempting and traditional to use shall to express obligation. It sounds lawyerly, after all. But it can also be ambiguous, which is bad news in contracts unless you don’t mind subsequent interpretation disputes. Forms of must or to be probably better express the idea.


Potentially ambiguous: The CEO shall be responsible for reporting to shareholders.

Better: The CEO is responsible for reporting to shareholders.

Potentially ambiguous: Neither company shall assign this agreement without written consent of the other.

Better: Neither company may assign this agreement without written consent of the other.


You can use shall for polite offers, suggestions and advice-seeking. For example:

Shall I drive?

Let’s go inside, shall we?

What tie shall I wear?


But even that is weird. Like I said, just ditch shall.


If you have a writing or grammar question, email


A former lawyer, Leslie A. Gordon is a freelance journalist living in San Francisco.

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