Infrastructure Contract Drafting

Module 1: Interpretation and English

05 Sep 2025

Presented by: Contact Info:

Dr. Pradeep Reddy pradeepreddyindia@[Link]
Advocate & Arbitration Professional +91 7702967275
 Disclaimer
 This presentation should NOT be interpreted as legal or technical advice. This
presentation is intended to help a person understand the topic discussed here, merely
as a preliminary educational tool. This presentation does NOT create any professional
or commercial relationship.
 This topic is dynamic and vast. It is difficult, or probably impossible to be up to date
with the Law that applies to every case. Errors and omissions are possible.
 The presenter, the presenter’s firm, or the Institute organizing this event, DOES NOT
accept any responsibility for the content, accuracy or completeness of the information
presented.
 All rights reserved. This presentation shall NOT be used or distributed without the
written authorization of the Presenter.
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 Notes
 Do not believe anyone. Verify for yourself.
 Traditional beliefs may not be up to date. The law is dynamic.
 Every case is unique.
 Every Rule has an Exception. Every Exception has a Rule.

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Interpretation of Statutes

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 Standard Rules
 Literal Rule
 When a statute's language is clear and unambiguous, its plain, ordinary, and
grammatical meaning must be applied. The court presumes that the legislature
intended the exact words it used.
 Example: use a vehicle on a footpath illegal
 Example: A statute governing public works projects states, "all electrical work must be
performed by a licensed electrician." A contractor tries to use an unlicensed apprentice
for a small part of the electrical work, arguing that the statute was meant for major
tasks only. Applying the literal rule, a court would side with the statute's plain meaning
and prohibit the use of the unlicensed apprentice for any electrical work.
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 Standard Rules
 Golden Rule
 This rule is a modification of the literal rule. It allows a court to deviate from a
statute's literal meaning if it would lead to an absurd, unreasonable, or unjust outcome
that contradicts the legislature's clear intent.
 Example: All vehicles must stop at a red light
 Example: A local ordinance states that "all new construction projects must provide
three parking spaces." Applying this literally to a very small renovation of an existing
historic building would be impossible. Using the golden rule, a court may find that
applying the parking requirement in this case would be absurd and against the spirit of
promoting historic preservation, providing an exception.
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 Standard Rules
 Mischief Rule
 This rule, also known as Heydon's Rule, focuses on the intent of the legislature by
examining the "mischief," or problem, the statute was created to remedy.
 Example: Selling alcohol to minors is illegal
 Example: A state enacts a law to prevent contractors from unlawfully dumping
construction waste, prohibiting the "deposit of construction materials, debris, or other
waste on any private property." Some contractors begin dumping materials in a nearby
river. While the literal rule might not apply since the river is not "private property," a
court using the mischief rule would find that the legislature's clear intent was to stop
illegal dumping, and that dumping in the river constitutes the same mischief the law
sought to prevent.
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 Standard Rules
 Purposive Rule
 A more modern extension of the mischief rule, this approach interprets a statute in
light of its overall purpose, considering not just the specific defect but the broader
social goal the legislation is meant to achieve.
 Example: Workers should receive a fair wage
 Example: A municipality passes a building safety code to protect the public from
substandard construction. An ambiguous provision states that "all staircases must have
handrails where appropriate." A contractor fails to install handrails on a ramp leading
to a public access point, which is technically not a staircase. Applying a purposive
approach, a court would interpret "where appropriate" in light of the statute's goal of
public safety and rule that handrails are required on the ramp.
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 Linguistic Rules
 Ejusdem generis
 “of the same kind”
 This rule states that when a statute lists specific items followed by a general term, the
general term should be interpreted as including only items similar to the specific ones.
 Example: A statute requires a contractor to use safety equipment including "hard hats,
gloves, safety glasses, and other devices." When a subcontractor fails to provide safety
harnesses for workers on scaffolding, the contractor argues that "other devices" doesn't
include harnesses. Applying ejusdem generis, a court would interpret "other devices"
as referring to safety gear, and since harnesses are safety gear, they are covered.

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 Linguistic Rules
 Noscitur a sociis
 "it is known by its associates”
 This rule holds that the meaning of an unclear word in a statute should be determined
by the company of the other words with which it is grouped.
 Example: A regulation states that a contractor must remove all "dirt, rock, and other
matter" from a construction site. A court would interpret "other matter" in the context
of "dirt" and "rock" to mean other types of excavated material. It would not, for
instance, interpret "other matter" to include a temporary office building that a
contractor left behind, as that would not be associated with the other words in the list.

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 Linguistic Rules
 Expressio unius est exclusio alterius
 "the express mention of one thing excludes all others”
 This rule suggests that if a statute includes a specific list of items without any general
or inclusive language, it can be inferred that anything not on the list was meant to be
excluded.
 Example: A statute regarding construction liens specifically states that "contractors,
subcontractors, and material suppliers" have a right to file a lien. When an architect
attempts to file a lien for unpaid design fees, a court may apply this rule to conclude
that architects were intentionally omitted from the list and therefore do not have a right
to file a lien under this statute.
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 Other Rules
 Strict / Narrow construction
 In cases involving penal or taxing statutes, courts will interpret the law strictly and
resolve any ambiguity in favor of the individual or company, not the government. This
is to avoid penalizing someone when the law is not absolutely clear.
 Example: A statute imposes a tax on "buildings and appurtenances." A building owner
is taxed for a small, unattached tool shed. The owner challenges the tax, arguing the
shed is not a building. A court applying strict construction to the taxing statute might
interpret the law in favor of the owner, concluding that "buildings and appurtenances"
does not explicitly include small, unattached structures.

 Opposite: Liberal / Wide construction 12

 Other Rules
 Harmonious construction
 When two or more provisions of a statute appear to conflict, they should be interpreted
in a way that allows them to harmonize and gives effect to all provisions. A court
should avoid an interpretation that would render one provision meaningless.
 Example: A building code has one section requiring that all doorways be at least 32
inches wide and another section requiring that fire doors must be at least 36 inches
wide. To harmonize these, a court would rule that for all doorways that are not fire
doors, the 32-inch rule applies, while for all fire doors, the 36-inch rule applies.

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Interpretation of Contracts

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 Interpretation of Contracts
 Plain Meaning Rule
 If a construction contract's language is clear, its literal and ordinary meaning is
applied. This prevents a party from later claiming a term had a hidden or alternative
meaning.
 Example: A building contract states, "The contractor must use 'commercial-grade
waterproof sheeting' on the exterior walls." The contractor uses a different, cheaper
material. The contractor cannot later argue that "waterproof sheeting" was intended to
mean any type of water-resistant material. The court will apply the plain meaning of
"commercial-grade waterproof sheeting" as the industry understands it.

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 Interpretation of Contracts
 Golden Rule
 A court may depart from the literal meaning of a term if it would lead to an absurd or
commercially unreasonable result. Courts assume the parties intended a sensible,
businesslike outcome.
 Example: A specification in a contract for building a bridge requires "two coats of
paint" but another section of the contract requires the use of a "single-coat epoxy
sealant" for waterproofing. Literally applying both terms is impossible and
nonsensical. A court would apply the golden rule to interpret the contract in a way that
makes business sense, likely prioritizing the specialized sealant for its specific
purpose.

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 Interpretation of Contracts
 Objective Intent
 Courts interpret contracts based on what a "reasonable person" in the construction
industry would have understood the terms to mean at the time of the agreement. The
subjective intent of one party is irrelevant if it was not clearly communicated and
agreed upon.
 Example: A project owner and a contractor agree on the construction of a building.
During a dispute, the owner claims they "intended" for the landscaping to be included
in the lump-sum price, even though the contract documents and scope of work make
no mention of it. A court will disregard the owner's private intention and look at the
objective evidence in the signed documents to determine the parties' mutual
understanding.
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 Interpretation of Contracts
 Parol Evidence Rule
 This rule generally prevents either party from introducing outside evidence, like earlier
emails or oral discussions, to contradict or modify the final, integrated written
contract. It reinforces that the written contract is the final, complete agreement.
 Example: Before a construction contract is signed, the contractor verbally promises the
owner that a specific type of high-end fixture will be installed, but the final contract
lists a more standard, lower-cost fixture. The parol evidence rule would prevent the
owner from introducing evidence of the prior oral promise to force the contractor to
install the more expensive fixture, unless an exception applies.

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 Interpretation of Contracts
 Harmonious Construction
 All clauses and provisions of a construction contract should be read together and
interpreted harmoniously. An interpretation that makes a clause redundant or
contradictory is avoided if possible.
 Example: A contract contains a clause stating the contractor must deliver all materials
within 60 days. A separate clause specifies that "delivery of custom-fabricated steel
beams shall occur no later than 90 days from the date of the order." A court would
apply harmonious construction to give effect to both clauses, ruling that most materials
are due in 60 days, but the specific steel beams have a 90-day timeline.

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 Interpretation of Contracts
 Contra Proferentem
 Ambiguous terms are interpreted against the interests of the party who drafted the
contract. This rule encourages clear drafting and is often applied against the owner in
construction contracts, especially standard form ones.
 Example: A government construction contract, drafted entirely by the government
agency, contains an ambiguous clause regarding the handling of unexpected
underground conditions. The contractor discovers unexpected soil contamination and
incurs extra costs. A court could interpret the ambiguity in the contractor's favor,
assigning the risk and associated costs to the government agency as the drafter.

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 Interpretation of Contracts
 Specific terms govern general ones
 When there is a conflict, a specific contract provision takes precedence over a more
general one covering the same subject matter.
 Example: A general section of a construction contract requires all exterior finishes to
be "Class A fire-rated." A more specific provision detailing the specifications for the
roof explicitly allows the use of "Class B fire-rated composite material." In a dispute,
the specific roof specification would override the general requirement.

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 Interpretation of Contracts
 Handwritten or typed terms over preprinted
 When a contract is assembled from a standard, preprinted form, any clauses that are
typed or handwritten in by the parties take precedence over the conflicting preprinted
terms, as they represent the parties' specific intent.
 Example: A contractor uses a standard preprinted contract form stating that all changes
must be submitted in writing. During negotiations, the owner and contractor add a
handwritten note stating, "Changes up to Rs. One Lakh may be approved verbally by
the owner's project manager." The handwritten note would prevail over the preprinted
text for small changes.

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 Interpretation of Contracts
 Custom and trade usage
 When a technical or industry-specific term is ambiguous, courts may rely on
established industry custom and usage to determine the parties' intent, assuming they
intended to follow standard trade practice.
 Example: A contract for a pipeline specifies the use of "threaded pipe" and requires the
collars to be "tight in line". After installation, minor leaks occur. The contractor and
owner dispute the meaning of "tight in line." The court considers expert testimony
about industry standards and concludes that minor leakage is consistent with the trade
usage of "tight in line" for that type of pipe.

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 Interpretation of Contracts
 Course of performance and dealing (i.e., conduct of Parties)
 Courts can look at how the parties have previously acted under the current contract
(course of performance) or under similar past contracts (course of dealing) to help
interpret an ambiguous term.
 Example: For years, a subcontractor has consistently submitted invoices to the general
contractor that include markups for materials, even though the latest contract is
ambiguous on whether markups are allowed. When a dispute arises, the general
contractor's history of accepting and paying these invoices would be used as evidence
of the parties' mutual understanding (course of dealing)

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 Difference between

Interpretation of Statutes
&
Interpretation of Contracts

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 Differences
Statutes Contracts
 Literal Rule  Plain meaning rule
 Golden Rule  Golden Rule
 Mischief Rule  Objective intent
 Purposive Approach  Parol evidence rule
 of the same kind  Harmonious construction
 known by its associates  Contra proferentem
 express mention of one thing excludes all  Specific terms govern general ones
others
 Handwritten or typed terms over preprinted
 Strict construction  Custom and trade usage
 Harmonious construction  Course of performance and dealing
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 Differences
Interpretation of statutes Interpretation of contracts

The parol evidence rule generally restricts the use of

Courts can consider external materials, such as
extrinsic evidence to contradict the clear,
legislative history, committee reports, and historical
unambiguous terms of a written contract, which is
context, to resolve ambiguities.
presumed to be the final agreement.

Interpretation is guided by principles that prioritize

the autonomy of the contracting parties, such as the
The interpretation is guided by rules focused on
plain meaning rule, reading the document as a
uncovering legislative intent.
whole, and giving effect to separately negotiated
terms.

If a statute's clear language leads to an absurd or Courts have more flexibility to correct errors or fill
unjust result, a court has limited power to correct gaps in a contract based on the parties' past conduct
the outcome; instead, the legislature must amend the (course of dealing or performance), industry
law. custom, or the overall commercial purpose. 27
Other Aspects in Interpreting

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 Position of Drafter
 Contra proferentem
 Doctrine of unconscionability
 Duty of utmost good faith (uberrimae fidei)
 Unequal bargaining power
 Lack of opportunity for negotiation
 Terms hidden in fine print

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 Expertise of Drafter
 Legally qualified person vs common man
 Less literal interpretation
 Relaxed parol evidence rule
 Emphasis on common sense / business efficacy / commercial wisdom
 Vague terms and contra proferentem

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 Other Aspects
 Plain Meaning and the Dictionary
 Original Intent and Evolution
 Context, Purpose, and Principles
 Four Corners
 Interpretation Versus Construction
 Interpretation and Morality
 Title of document vs Content

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 Type of “document”
 Statute
 Contract
 Letters
 Articles / Technical Papers / Information
 WhatsApp Messages
 Emojis

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Tradition of Contract Drafting

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 Law Class
 ​Professor​: "If you have to give an orange to me, what will you say?"
 ​Student​: "Take this orange."
 ​Prof​: "No. Say it like a lawyer would."
 ​Student​: "I, Prasad, son of Kumar resident of Hyderabad, Telangana, do hereby solemnly
affirm & voluntarily & consciously declare out of my volition & without any fear or favor or
pressure or undue influence, that I'm giving this fruit called 'orange' on which I have absolute
right, title and interest, along with its peel, juice, seed and pulp. I am also giving you absolute
and unqualified right and interest to cut, peel, store in freeze or eat it. You will also have the
right to give this along with its peel, juice, seed or pulp to any one whosoever. I further declare
that I will be solely responsible and liable for any dispute till today pertaining to this orange.
And after this conveyance today, my relationship with this orange will cease to exist."

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 Longest Sentence
 The longest sentence in English has nearly 14,000 words.
 A sentence consisting of 13,955 words in English novelist Jonathan Coe's book 'The
Rotters' Club' is believed to be the longest English sentence.
 The single sentence spans a length of 33 pages.

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 Gabriel Garcia Marquez
 “The Last Voyage of the Ghost Ship.” 2,156 words.
 “Now they’re going to see who I am, he said to himself in his strong new man’s voice,
many years after he had first seen the huge ocean liner without lights and without any
sound which passed by the village one night like a great uninhabited place, longer than
the whole village and much taller than the steeple of the church, and it sailed by in the
darkness toward the colonial city on the other side of the bay that had been fortified
against buccaneers, …..

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 Long Sentences by Judges

 CJI Misra’s 148-Word Long Sentence In Padmavati Order

 Supreme Court Justice Dipak Misra wrote a 192-word opening sentence in an order in
2015
 In the judgment delivered on 19 March 2015, with Justice PC Pant, in the case of
Priyanka Srivastava vs State of UP, Justice Misra had written what must rank as one of
the longest sentences ever written in a Supreme Court judgement
 Contd…

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 Long Sentences by Judges
 Contd…
 The present appeal projects and frescoes a scenario which is not only disturbing but also has the
potentiality to create a stir compelling one to ponder in a perturbed state how some unscrupulous,
unprincipled and deviant litigants can ingeniously and innovatively design in a nonchalant manner to
knock at the doors of the Court, as if, it is a laboratory where multifarious experiments can take place
and such skillful persons can adroitly abuse the process of the Court at their own will and desire by
painting a canvas of agony by assiduous assertions made in the application though the real intention is
to harass the statutory authorities, without any remote remorse, with the inventive design primarily to
create a mental pressure on the said officials as individuals, for they would not like to be dragged to a
court of law to face in criminal cases, and further pressurize in such a fashion so that financial
institution which they represent would ultimately be constrained to accept the request for “one- time
settlement” with the fond hope that the obstinate defaulters who had borrowed money from it would
withdraw the cases instituted against them.
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 Confusing sentences
 Lessor does hereby lease and demise unto Lessee, and Lessee does hereby lease from
Lessor, the Demised Premises for a term of Sixty (60) months commencing on or
about September 1, 2011 and terminating on or about September 1, 2016, unless
sooner terminated or extended as herein provided ("Initial Term").

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 William Shakespeare
 Triple negative in his play Richard III. “I never was nor never will be.”
 Wherefore, said Miranda, did they not that hour destroy us

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 Comical
 One morning I shot an elephant in my pajamas. How he got into my pajamas I'll never
know.
 Anyone who feels that if so many more students whom we haven’t actually admitted
are sitting in on the course than ones we have that the room had to be changed, then
probably auditors will have to be excluded, is likely to agree that the curriculum needs
revision.
 This exceeding trifling witling, considering ranting criticizing concerning adopting
fitting wording being exhibiting transcending learning, was displaying,
notwithstanding ridiculing, surpassing boasting swelling reasoning, respecting
correcting erring writing, and touching detecting deceiving arguing during debating

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 USA Plain Writing Act of 2010
 Before:
 The amount of expenses reimbursed to a claimant under this subpart shall be
reduced by any amount that the claimant receives from a collateral source. In cases
in which a claimant receives reimbursement under this subpart for expenses that
also will or may be reimbursed from another source, the claimant shall subrogate
the United States to the claim for payment from the collateral source up to the
amount for which the claimant was reimbursed under this subpart.
 After:
 If you get a payment from a collateral source, we will reduce our payment by the
amount you get. If you get payments from us and from a collateral source for the
same expenses, you must pay us back the amount we paid you.
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 Why we do what we do
 The hermeneutic tradition suggests that historical discontinuities are so substantial that
interpretivism must make incoherent claims because it can achieve the necessary
determinacy of past intentions only at the cost of an implausible claim about
consistency of meaning across time.

 Simple words:
 Certain aspects were interpreted earlier in a particular manner. Hence, if you use
the same sentence, it would be interpreted in the same manner, due to precedence.

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 Legalese in Contracts
 Minimizes ambiguity
 Predictable interpretation
 Addresses all contingencies
 Incorporates external legal concepts
 Conveys legal authority

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 Plain English in Contracts
 Enhances clarity and understanding
 Fosters better business relationships
 Saves time and money
 Reduces litigation based on ambiguity
 Improves accessibility

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Grammar / Writing

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 Basics
Sentence Grammar Sentence Grammar
When Conjunction Our Pronoun
We Pronoun Car, Noun
Finally Adverb A Article
Crossed Verb Most Adverb
The Article Beautiful Adjective
Ridge Noun Lake Noun
Of Preposition
Spread Verb
The Article
Before Preposition
Mountain Noun
Us Pronoun
In Preposition
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 Grammar / Writing
 Literal Meaning vs Contextual Meaning
 Ordinary and Grammatical Sense
 Construing the precise meaning in a Contract
 Traditional English vs Modern English
 English
 British
 American
 Australian
 Indian

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 Grammar / Writing
 Latin Words
 English Spellings (American vs British vs Indian)
 Other Language Words
 Local idioms
 Contextual usage / Trade Usage
 Tradition vs Rules

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 Changing times
 Gender Neutral
 Un biased words
 Cross Cultural Sensitive Words
 Teenage Lingo
 Online Lingo

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 General Words
 Peruse = Detailed examination (nowadays “casual reading”)

 Flammable = Inflammable = easily combustible

 Inflammable does not mean “Un Flammable”

 “Whereas” = In Contrast (or) taking into consideration the fact that

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 General Words
 Lose and Loose
 Resign and Re-sign
 Advice (Noun: Opinion) and Advise (Verb: Guide)
 Affect (Disturb) and Effect (Result)
 Compliment and Complement
 Disinterested (unbiased) and Uninterested (apathy)
 Bear and Bare
 Further and Farther

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Legal Words / Phrases

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 Common Situations
 Party A (hereinafter including its heirs, successors, administrators, executors, assigns,
legal representatives, etc.)
 The above affidavit it correct to the best of my knowledge or belief.
 Notwithstanding anything stated anywhere herein,
 The defined terms shall have the meaning as defined herein unless the context
otherwise calls for.
 All the … are denied except as admitted herein.
 Document admitted but contents denied.
 Whereas

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 One Word (Legal Term)

 Consideration  Lis
 Estoppel  Whereas
 Injunction  Showeth
 Jurisdiction  Bestow
 Lien  Bequest
 Negligence  Etc.
 Prejudice

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 Legal Doublet
 Standardized phrase consisting of two words that are near synonyms
 Examples:
 Accord and satisfaction
 Acknowledge and confess
 Aid and abet
 All and sundry
 Alter or change
 Appropriate and proper
 Cease and desist
 Liens and encumbrances
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 Legal Doublet
 Examples:
 Work and materials
 Due and payable
 Indemnify and hold harmless
 Fit and proper
 Free and clear
 Full and complete
 Custom and usage
 Repair and make good

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 Legal Triplets
 Standardized phrase consisting of three words that are near synonyms
 Examples:
 Arbitrary, capricious and unreasonable
 Cancel, annul and set aside
 Convey, transfer and set over
 Give, devise and bequeath
 Grant, bargain, sell
 Name, constitute and appoint
 Null, void and of no effect
 Terms, stipulations, and conditions
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 Legal Triplets
 Examples:
 Right, title, and interest
 Possession, custody, and control
 Promise, agree, and covenant
 Pay, satisfy, and discharge
 Costs, charges, and expenses
 Rest, residue, and remainder
 Order, adjudge, and decree
 Suit, claim, or demand
 Legal, valid, and binding
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 Legal Phrases
 According to the usual course of business
 Arising out of or related to
 For any reason whatsoever
 For cause or convenience
 Good and workmanlike manner
 Good, marketable, and indefeasible title in fee
 Indemnify, defend, and hold harmless
 Notwithstanding anything to the contrary
 Subject to the terms hereof
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 Legal Phrases
 The parties mutually covenant and agree
 Time is of the essence
 To all intents and purposes
 To the fullest extent permitted by law
 To the rest, residue, and remainder
 With all right, title, and interest
 Within and under the provisions of
 Without prejudice to the provisions

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 Defined Terms
 Defined Term is a specific word or phrase in a legal document that has been given a
precise, explicit meaning for the purposes of that document.
 This special meaning can override the ordinary, everyday definition of the word.
 To signal that a word or phrase is a defined term, it is typically capitalized (e.g., "The
Services" or "The Owner") every time it appears throughout the document.

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 Defined Terms
 Ensuring consistency
 Preventing ambiguity
 Overriding plain meaning
 Improving readability and conciseness

 Example: "Substantial Completion" shall mean the stage in the progress of the Work
when the Work or a designated portion thereof is sufficiently complete in accordance
with the Contract Documents so that the Owner can occupy or utilize the Work for its
intended use.

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Important Aspects of English

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 Oxford Comma
 Also known as the “serial comma”
 The comma used before the final item in a list of three or more items.
 It comes before the conjunction, usually "and" or "or“.
 The use of the Oxford comma is a matter of style, but in formal contexts like legal
contracts, its use is critical for preventing ambiguity.
 Omitting it can sometimes lead to expensive and legally significant misinterpretations.

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 Oxford Comma
 Example:
 The company will negotiate with its directors, Ram and Shyam.
 Without Oxford Comma: The sentence could be interpreted as the company
negotiating with only two people, who are its directors and whose names are Ram and
Shyam.
 With Oxford Comma: The company will negotiate with its directors, Ram, and Shyam.

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 Cost of Comma
 The Canadian telecom dispute
 A Canadian telecom provider, Rogers Communications, entered into a contract with a
telephone company, Bell Aliant. The contract had a termination clause with a single,
strategically placed comma.
 The key phrase read: "...shall continue in force for a period of five (5) years... and
thereafter for successive five (5) year terms, unless and until terminated by one
year prior notice in writing by either party.”
 Contd…

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 Cost of Comma
 Contd…
 The punctuation error: The comma before "and thereafter" created ambiguity. One
interpretation suggested that notice could be given at any time to terminate the
contract, while another implied the notice applied only to the successive five-year
terms.
 The result: Canada's telecommunications regulator ruled in favor of Bell Aliant,
interpreting the comma to mean that notice could be given at any time. This enabled
Bell Aliant to end the five-year contract early, reportedly costing Rogers about $2.13
million.

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 Modal Verbs
 A modal verb is a type of auxiliary (or helping) verb that expresses a specific mood or
"modality" of a main verb
 In legal contexts, they are used with extreme precision to define obligations,
permissions, and conditions

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 Modal Verbs
 Shall: Traditionally used to impose a mandatory obligation or duty on the subject of
the sentence. It is the most authoritative modal verb, creating a firm requirement.
However, due to its ambiguity and misuse over time, many modern drafters avoid it in
favor of "must".
 Will: Expresses future action, intention, or prediction. Its use is less authoritative than
"shall" and may be interpreted as a mere statement of fact rather than a command.
Using "will" can introduce ambiguity, which is why it is often avoided in clauses that
impose firm obligations.
 Must: Clearly indicates an absolute obligation or necessity. It is the preferred
alternative to "shall" in plain-language legal drafting because its meaning is
unambiguous and has not been corrupted by historical misuse.
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 Modal Verbs
 May: Grants permission, authorization, or discretion to a party. It indicates that a party
is allowed, but not required, to perform an action. The opposite, "may not," clearly
indicates a prohibition.
 Such: While not a modal verb, "such" is a key legal term used as a pronoun to refer
back to something previously mentioned in the document. Its purpose is to ensure that
a reference is precise and avoids ambiguity.
 Said: Similar to "such," "said" is a legal term used as an adjective to refer to a person
or thing previously identified. It is a tool for precision and removes doubt about the
subject being referenced.

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 Modal Verbs
 Should: Expresses a recommendation or a less forceful obligation than "must" or
"shall." In a contract, it suggests a preferred course of action without making it a strict
requirement.
 Can: Denotes an ability, capacity, or possibility. It can also imply permission, but
"may" is often preferred in legal writing for permission to avoid confusion with ability.
 Could: Indicates a possibility or a conditional ability. It is less direct than "can" and is
often used in clauses related to contingencies.
 Would: Used to express a hypothetical or conditional action, especially concerning the
future. It appears in clauses that outline what would happen under a certain set of
circumstances.

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Clever Drafting

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 Also
 The Contractor will be responsible for the demolition
 Also, the Contractor will be responsible for the demolition.
 Meaning: This version emphasizes that the responsibility for demolition is an
additional point being made, following a discussion of other responsibilities.
 The Contractor will also be responsible for the demolition.
 Meaning: This places emphasis on the responsibility itself, implying that in
addition to other actions the Contractor will take, this is another one. It connects
the "demolition" responsibility to previous points about the Contractor's work.

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 Also
 The Contractor, also, will be responsible for the demolition.
 Meaning: This version specifically emphasizes that this Contractor, in addition to
other parties who might be performing work, is responsible for the demolition. It
focuses on the specific identity of the party.
 The Contractor will be responsible for the demolition also.
 Meaning: This places emphasis on the specific task of demolition as an additional
item of responsibility. It's often used informally but can appear in legal writing for
emphasis.

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 Only
 Only the architect reviewed the plans.
 Meaning: No one else reviewed the plans; the architect was the sole person who
did.
 The architect only reviewed the plans.
 Meaning: The architect's involvement was limited to reviewing the plans and
nothing more (e.g., they didn't approve or modify them).
 The architect reviewed only the plans.
 Meaning: The architect reviewed nothing but the plans (e.g., they did not review
the specifications or budget).

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 Just
 Just the project manager signed off on the change order.
 Meaning: The project manager was the sole person who signed off.
 The project manager just signed off on the change order.
 Meaning: The project manager signed off on the change order very recently.
 The project manager signed off on just the change order.
 Meaning: The project manager signed off on nothing but the change order.

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 Even
 Even the Supervisor objected to the rushed schedule.
 Meaning: The Supervisor’s objection was surprising, as you might expect them to
be more compliant.
 The Supervisor objected to even the minor changes.
 Meaning: The Supervisor objected to the minor changes in addition to or instead of
the major ones, suggesting they were being difficult.
 The Supervisor objected even to the minor changes.
 Meaning: The Supervisor went as far as objecting to the minor changes, which is a
surprising level of opposition.

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 Almost
 Almost the entire building was completed ahead of schedule.
 Meaning: The vast majority of the building was completed ahead of schedule.
 The building was almost completed ahead of schedule.
 Meaning: The building was nearly finished ahead of schedule, but it missed the
deadline.

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 Merely
 Merely a handful of contractors bid on the job.
 Meaning: The number of bidders was unexpectedly small.
 The subcontractor is merely required to install the tiles.
 Meaning: The subcontractor's responsibility is limited to installing tiles and
nothing else.

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 Double Negatives / Triple Negatives
 I did no such thing
 I do not find the defendant guilty

 Based on Rules of Evidence

 Proved
 Not Proved
 Disproved

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Fallacy

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 Facts
 A Law teacher came across a student who was willing to learn but was
unable to pay the fees. The student struck a deal saying, "I will pay your
fee the day I win my first case in the court".
 Teacher agreed and proceeded with the law course. When the course was
finished and teacher asked the student to pay up the fee, the student
reminded him of the deal and pushed days. The student was not interested
in taking up cases or practicing law.
 Fed up with this, the teacher decided to sue the student and both of them
decided to argue for themselves.
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 Issue
 The teacher put forward his argument saying:
 "If I win this case, as per law, the student has to pay me as the case is
about his non-payment of dues.
 And if I lose the case, the student will still pay me because he would have
won his first case...
 So either way I will get the money".

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 Issue
 The student argued back saying:
 "If I win the case, as per law, I don't have to pay anything to the teacher
as the case is about my non-payment of dues.
 And if I lose the case, I don't have to pay him because I wouldn't have
won my first case yet....
 So either way, I am not going to pay the teacher anything".

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 Conclusion
 This case is known as Protagoras's Paradox
 The lawyer teacher was Protagoras (450 BC)
 The student was Euathlus
 This case was not solved

 This is NOT a Fallacy, but a Circular Argument (aka Paradox)

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 Fallacy Meaning
 Cambridge Dictionary:
 A False Belief

 Merriam-Webster Dictionary:
 A False or Mistaken Idea

 Black’s Law Dictionary:

 Any unsound and usually deceptive, argument or inference

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 Fallacy
 Use of Faulty Reasoning in an argument
 Appears to be reasonable
 Could be intentional or unintentional
 Categorized as
 Formal Fallacies
 Informal Fallacies
 Names are not important. Logic should be understood.

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 Fallacy vs Paradox
 Fallacy is different from Paradox

 Fallacy is a Defect / Deception

 Break the Fallacy, and you win

 Paradox is usually self-contradictory statement

 Paradox is true if it is false, and false if it is true (i.e., circular)

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The more we learn, the less we know!

THANK YOU

Presented by:
Dr. Pradeep Reddy
Advocate & Arbitration Professional
pradeepreddyindia@[Link]
+91 7702967275
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