In reviewing a recent agreement, I came across the following interpretive provision:
The word “will” shall be construed to have the same meaning and effect as the word “shall.”
As someone who has commented about the ambiguity of "shall" in corporate documents, I find this rule of interpretation to be decidedly unhelpful:
Although "shall" is a perfectly fine word, I'm trying to eschew using it in legal documents. In my view, it has the potential for ambiguity. As a test, take a set of bylaws and then try to substitute "will", "may" or "must" for "shall". For example, a bylaw might provide that board meetings shall be called by the Chairman of the Board, the President or any Vice President. This doesn't mean that these individuals must call special meetings - only that these are the persons that may do so. Another bylaw may provide that expenses incurred in defending a proceedings shall be advanced. Here, the intent is likely to be that the corporation must do so.
See When Shall/Will/Must/May We Meet Again?
I found it!
Over the weekend, I had the pleasure of again attending the Nevada Old Time Fiddle Contest in Eureka, Nevada. The town justifiably calls itself the "friendliest town on the loneliest road in America". I could not agree more.
The contest is held in the historic and beautiful opera house, which is featured in this song by Richard Elloyan.
Eureka County also appears to have a correspondingly low incidence of criminal activities. According to the local paper in Eureka County, "For the dates of May 2, 2025 - May 8, 2025, there were no arrests reported and no Court cases."
[View source.]
