Words That Matter: Understanding “May”, “Shall”, and “Will” in Legal Documents

Many disputes in court do not arise from complicated arguments. They arise from simple words that were not properly understood at the time a document was signed.

Three of the most important words you will encounter in contracts, statutes, employment letters, tenancy agreements, and company documents are these: may, shall, and will. They are ordinary English words. However, in law, each one carries a distinct meaning and legal consequence.

This is not academic detail. The difference between these words can determine whether something is optional, compulsory, or simply a statement about the future.

Let us examine them carefully.

May: A Power but not a Duty

In legal drafting, the word may generally gives a person or institution discretion. That means the person has the authority to act, but is not under an obligation to do so.

For example:

“The landlord may increase the rent upon giving three months’ notice.”

This does not mean the landlord must increase the rent. It means the landlord is permitted to do so if he or she chooses. The power exists, but it does not have to be exercised.

Another example:

“The company may terminate this agreement upon breach.”

This means the company has the option to terminate. It can decide to enforce its rights or decide to continue the relationship despite the breach.

In Nigerian legal practice, courts usually interpret may as permissive, unless the wider context clearly shows that it was intended to be mandatory. As a general rule, when you see may, understand that someone has a choice.

Shall: A Binding Obligation

The word shall is traditionally used in legal drafting to impose a duty. It is generally interpreted as mandatory.

For example:

“The employee shall report to work at 9am.”

This creates an obligation. It is not advice or guidance. Persistent failure to comply can amount to misconduct or breach of contract.

Another example:

“The purchaser shall pay the purchase price within 30 days.”

If payment is not made within that period, the purchaser is in breach (has defaulted). The seller may then be entitled to remedies, which could include termination or damages.

The Supreme Court of Nigeria has consistently held that, in most statutory (legislation laws) and contractual contexts, “shall” denotes compulsion. It is ordinarily read as imposing a duty that must be performed.

When you see shall in a document, you should assume that compliance is required unless there is very clear language suggesting otherwise.

Will: A Statement of Intention or Commitment

The word “will” usually expresses a future event or a commitment about what is expected to happen.

For example:

“The company will pay salaries on the last working day of each month.”

This is a promise about future conduct. It reflects an undertaking. However, whether it is treated as strictly mandatory may depend on the structure of the agreement and the surrounding clauses.

In some modern drafting styles, lawyers prefer to use must instead of shall, and reserve will for statements of future intention. In many existing Nigerian contracts, however, will is still used in operative clauses that function as binding commitments.

The key point is that will often signals a promise, but its precise legal effect depends on context. It is not automatically as forceful as shall, though it can still create enforceable obligations.

Why This Distinction Matters

Consider a simple employment example.

If an offer letter states:

“The employer may pay a performance bonus.”

The employee cannot insist on receiving that bonus. Payment depends on the employer’s discretion.

If the letter states:

“The employer shall pay a performance bonus upon meeting agreed targets.”

Once the targets are met, payment becomes a legal obligation.

That difference may determine whether a claim for unpaid bonus will succeed in court.

Similarly, in a tenancy agreement:

“The tenant shall maintain the premises in good condition.”

Failure to do so may expose the tenant to liability.

But if it states:

“The landlord may carry out repairs.”

The tenant cannot automatically compel the landlord to act unless other provisions create a clear duty.

These distinctions affect rights, remedies, and financial exposure. They influence who bears responsibility and who has leverage in a dispute.

Conclusion

When reviewing any legal document, pay close attention to the verbs. Ask three simple questions:

• Is this optional?

• Is this compulsory?

• Is this a statement about what is expected to happen?

May usually indicates discretion. Shall usually imposes an obligation. Will generally expresses a commitment or future intention, subject to context.