zlacker

A very powerful example of the difference between the words “will” and “shall.”

Hats off to zoom for the free contract drafting lesson!

[edit: thanks to HN commenter lolinder for the actual lesson].

>>single+(OP)
> You can use "will" to create a promise--a contractual obligation. See Bryan A. Garner, A Dictionary of Modern Legal Usage 941-942 (2d ed., Oxford U. Press 1995). When used in this way, "will" is not merely stating a future event, it is creating a promise to perform:

> > Landlord will clean and maintain all common areas.

> In most basic contracts, I recommend using "will" to create obligations, as long as you are careful to be sure any given usage can't be read as merely describing future events. I'm generally against "shall" because it is harder to use correctly and it is archaic.

https://law.utexas.edu/faculty/wschiess/legalwriting/2005/05...

>>lolind+Y2
So, I get that you’re downvoting and contradicting, but are you sure we don’t agree? Let’s put it this way: I was observing precisely what you copied and pasted: this is a perfectly valid way to write a contract if you subsequently want to be able to argue either side.

Was zoom careful to be sure any usage can’t be read as merely describing future events? Will ambiguity exist until this agreement is tested ?

>>single+U5
Given that they use "Zoom will" 21 times in the document to clearly refer to their obligations—including 4 times in the paragraph entitled "10.5 Our Obligations Over Your Customer Content"—I seriously doubt they're counting on or will get points for any ambiguity.

Meanwhile not once do they use "Zoom shall". It's pretty clearly just a stylistic choice and not anything sneaky.

Edit: They even use "will" in the all-important phrase "you will pay Zoom". Surely you don't think they meant to be sneaky in that usage, and that is merely meant as a prediction of future events?

>>lolind+n8
I stand corrected. I suppose reading the contract instead of snarking might have allowed me to avoid the embarrassment. Thank you.

>>single+we
Thanks for responding graciously!

>>lolind+Yf
When in Rome; you as well.