Few words make my left eye twitch as uncontrollably as the word "shall" in a contemporary commercial contract.

It is the architectural equivalent of putting a gargoyle on a skyscraper an archaic flourish that adds no structural value and only risks falling on someone's head.

For decades, "shall" was the king of the legal jungle. It was the word that signaled "this is a real lawyer writing real things." But as the modern Chief Legal Office (CLO) evolves from a risk-avoidance center to a business-acceleration partner, the word is being systematically eradicated.

The fight is never about what you meant

In contract disputes, the fight is rarely about what you intended during the redlining process. The fight is about what you wrote. And "shall" is the most ambiguous word in the English legal lexicon.

"In contract disputes, the fight is rarely
about what you meant. It is about what you wrote.

The conversation that rewired my drafting brain

I remember a mentor early in my career crossing out every single "shall" in a 40-page Master Services Agreement. "Why?" I asked, offended by the red ink. He looked at me and said, "Because 'shall' is a chameleon.
Sometimes it means 'must,' sometimes it means 'should,' and sometimes it just means 'I hope this happens.'"

The real problem with "Shall"

The American Bar Association and several high courts have noted that "shall" has at least eight distinct meanings. When you use a word that can be interpreted in eight ways, you aren't drafting a contract; you're drafting an invitation to litigate.

The Unified CLO drafting rule

Leading legal departments now adopt a simple, binary rule: use "must" for obligations, "may" for permissions, and "will" for future-tense facts. This removes the "semantic baggage" that "shall" carries.

Muscle memory is not a drafting strategy

The hardest part of this transition isn't the logic—it's the muscle memory.
Lawyers are trained to write in a way that sounds "lawyerly." But in the modern CLO, being "lawyerly" is secondary to being "effective."

The practical takeaway for your team

Audit your templates. If you see "shall," replace it. It forces you to think
more clearly about what the clause is actually trying to accomplish. Is it a requirement? Use "must." Is it a promise of performance? Use "will."

Why my eye still twitches

Tradition is a powerful drug. But as legal complexity grows, our language must become simpler. The eradication of "shall" is just the beginning of the great legal streamlining.