And Concrete Verbs In Legal Writing

The Problem With Vague Verbs in Contracts

I spent three years parsing contracts before I realized most of the confusion I was dealing with came down to one thing: people using verbs that mean something different depending on who you ask. "Shall" used to be the default in legal drafting, but courts have been chipping away at its meaning for decades. The word itself carries weight in some jurisdictions and nothing in others. That ambiguity shows up everywhere. Take a clause that says the vendor "shall provide support". Provide can mean answer phones, resolve tickets, send documentation, or show up on-site. When the contract actually gets enforced, both sides will argue about what provide means in that context. You lose time. You lose money. The judge hates it too.

And Concrete Verbs In Legal Writing

The fix is straightforward in theory but most people treat it as optional. Every verb in a legal document should pin down a specific, observable action. Replace "shall assist" with "shall respond to written requests within forty-eight hours." Replace "shall cooperate" with "shall produce records and grant site access." The second version forces you to actually think about what cooperation means, and that thinking process catches problems early. I ran into a specific case last year involving a software services agreement where the vendor had an obligation to "maintain reasonable security standards." Reasonable is not a standard you can measure in court without spending weeks on expert testimony. We rewrote it to specify the exact framework compliance required, listed the monitoring cadence, and defined breach notification timelines. The rewrite took about twenty minutes and eliminated what would have been a three-month discovery dispute. Here is the practical workflow I use when reviewing or drafting contracts. Read through every verb in a section and ask whether a judge could determine if that verb was fulfilled without external interpretation. If the answer is no, the verb is doing nothing useful. Swap it for something measurable. This is not about being clever. It is about removing the escape hatches that lawyers love to build into their documents.

One thing nobody tells you about concrete verbs: they change the structure of your clauses. Vague verbs let you write short, lazy sentences. Concrete verbs force you to add conditions, timeframes, and methods. Your clauses get longer. That is not a bug. It is the whole point. A clause like "the party shall deliver materials in a timely manner" is six words and worth exactly zero enforceable rights. "The party shall deliver materials by electronic transmission to the address in Section 4.2 within five business days of written demand" is thirty-one words and survives a motion to dismiss. There are edge cases where absolute precision backfires. I learned this the hard way on a procurement contract for a municipal government. I made the delivery verb so specific that it required the vendor to deliver equipment in containers meeting a particular ISO specification. Two weeks later, a valid shipment arrived in industry-standard packaging that did not meet that exact ISO variant. The contract gave the city the right to reject the entire delivery. I had created a problem that never should have existed. The workaround was to reference the commonly used container standard instead of the obscure one, and add a fallback provision for equivalent packaging. It took another hour but saved a six-figure deal. Common mistakes people make when switching to concrete verbs include over-specifying on minor points while leaving the critical ones vague, and confusing detail with precision. Listing ten delivery methods does not help if the primary obligation is still unclear. The best contracts pick the most likely scenario and define that one verb thoroughly rather than spraying precision across the whole document.

Another nuance that trips people up: some verbs simply cannot be made concrete without destroying the purpose of the clause. Duty of care obligations, good faith requirements, commercially reasonable efforts — these exist because the parties want flexibility. Forcing concrete language onto them usually creates a contract nobody can live with. The trick is to define the boundaries around those flexible verbs instead of replacing them entirely. Say what reasonable effort includes and excludes. List the factors a court should consider. Leave the core verb but anchor it to something you can actually measure. If you want a quick reference for verb choices, I keep a running document that maps common legal verbs to their concrete equivalents and notes the jurisdictions where certain substitutions have caused enforcement problems. It is not exhaustive. Different practice areas need different levels of specificity. Employment contracts, construction agreements, and M&A documents all treat verbs differently. But the mapping has saved me more time than any template ever did. The real cost of ignoring this is not in the drafting phase. It shows up when the other side invokes ambiguity and your document has given them three possible interpretations to argue from. A clause with a concrete verb has one interpretation. That single interpretation is what keeps the contract working when people actually want to fight about it.