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would
Plot Area Ratio
Apr 21, 2011 10:59
13 yrs ago
English term

Is or should

English Law/Patents Law: Contract(s)
In a Chinese contract, the assignment is divided into several parts, and who is responsible for which part is also defined. How would you write it in an English contract, with "be" or "should be", for exanple:
A is responsible for the steel construction. Or
A should be responsible for the steel construction.

Thanks in advance.
Responses
4 +9 shall be
4 +1 shall

Discussion

Sheila Wilson Apr 21, 2011:
With Peter If the proposal is just a discussion document, then "should" may be OK as in "I think A should be responsible for ...; what do you think?". But in a formal proposal setting out terms, then "should" is to be avoided.
Peter Nicholson (X) Apr 21, 2011:
Depends what you mean by a proposal, but if you mean a draft version of a contract, where the final form of the contract is still being negotiated, you should use the wording which you want to appear in the final version, i.e. shall be.
Michal Berski Apr 21, 2011:
proposal or not, "should" indicates that given party may be resposible for sth or not, at its discretion.
"should" suggest a guideline not obligation, while any contract is concluded to define obligations
wonita (X) Apr 21, 2011:
Proposal What if I am writing only a proposal? Would “should” be OK in this case?

Responses

+9
6 mins
Selected

shall be

Peer comment(s):
agree B D Finch : Absolutely, certainly not "should": contracts should avoid using the conditional form.
11 mins
Thank you
agree Michal Berski : I didn't notice your answer
15 mins
Thank you
agree Manuela Junghans
21 mins
Thank you
agree Tony M : Yes, definitely not 'should'
1 hr
Thank you
agree Stephanie Ezrol
3 hrs
Thank you
agree cmwilliams (X)
4 hrs
Thank you
agree Thayenga : "should" shall not be used. :)
6 hrs
Thank you
agree AllegroTrans : shall shall be used; lawyers should be precise
11 hrs
Thank you
agree Sharon Toh, MITI MCIL : Yes, of course :)
19 hrs
Thank you
Something went wrong...
4 KudoZ points awarded for this answer. Comment: "Thanks."
+1
21 mins

shall

it would be optimal

"should" is not definite, and "is" refers to present, not future
Peer comment(s):
agree Thuy-PTT (X)
16 hrs
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