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CS Professional · Drafting, Pleadings and Appearances · General Principles of Drafting

Sunrise Textiles Pvt Ltd's draft supply agreement says 'the Buyer shall pay within 30 days'. The drafter is unsure whether to use 'shall' or 'may' for an obligatory payment duty. Which choice follows standard drafting convention?

The drafter should use 'shall', because in legal drafting it conveys a mandatory obligation. 'May' only confers discretion or permission, so using it for a payment duty would make the obligation optional and ambiguous, weakening the Buyer's commitment and the Seller's ability to enforce it.

  1. AUse 'may', because it sounds more courteous
  2. BUse 'shall', because it imposes a mandatory obligation on the BuyerCorrect
  3. CUse 'will', because it denotes a discretionary right
  4. DUse 'might', because it keeps the obligation flexible

Explanation

In legal drafting 'shall' signals a duty or obligation, while 'may' confers a discretion or permission. Payment is a duty, so 'shall' is correct. Using 'may' would make payment optional and weaken enforceability.

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