Key Difference

• “Will” is generally used to express a promise or commitment.
• “Shall” is often used to convey a duty or requirement.

In legal and formal agreements, “shall” is typically the stronger word, as it implies a sense of obligation or mandate rather than just an intention to perform.

1. “Will” in Formal Agreements

• Purpose: “Will” is used to express an intent or a promise. It suggests that something is planned or expected to happen.
• Example in a Contract:
  • “The company will deliver the products by January 15th.”
  • Here, “will” implies a commitment from the company to deliver the products by the specified date, but without the sense of legal requirement that “shall” might convey.

2. “Shall” in Formal Agreements

• Purpose: “Shall” is stronger than “will” and often implies a duty or legal obligation. It’s commonly used to state requirements, obligations, or duties that must be fulfilled.
• Example in a Contract:
  • “The buyer shall make the payment within 30 days of the invoice date.”
  • In this case, “shall” suggests a requirement. The buyer is legally obligated to pay within the specified timeframe, and failure to do so may result in legal consequences.

Common Legal Connotations

• In many formal contexts, “shall” is preferred because it indicates a binding obligation. If an agreement states, “The seller shall provide proof of insurance,” it means the seller is required to provide proof of insurance, making it enforceable.
• “Will,” on the other hand, may be used for statements of fact or descriptions of future actions that are intended but don’t carry the same enforceable weight. For instance, “The service provider will notify the client of any delays.”

Examples in Use

• “Shall” for Mandates:
  • “The tenant shall maintain the premises in good condition.”
  • This is an obligation or requirement. The tenant must keep the property in good shape.
• “Will” for Future Intentions:
  • “The contractor will begin construction on May 1st.”
  • This expresses intent and commitment but is less legally binding compared to using “shall.”

Practice Exercise: Decide Between “Will” and “Shall”

Fill in the blanks with “will” or “shall” based on the formality and strength of commitment needed:

1. “The consultant _______ submit the final report by the agreed deadline.”
2. “The contractor _______ take necessary safety precautions during the project.”
3. “The organization _______ provide quarterly updates to the stakeholders.”
4. “Each party _______ bear its own legal fees in the event of a dispute.”

Answers:

1. Shall (indicating a requirement)
2. Shall (indicating a duty)
3. Will (indicating intention without legal enforceability)
4. Shall (indicating an obligation)

Pro Tip for Remembering

Think of “shall” as stronger and more formal than “will.” When you see “shall” in a contract, it’s setting a binding obligation, while “will” usually suggests an intended action or plan.