Corporate & Securities Law

The Passive Voice Has Its Uses

By Ken Adams

MSCD 2.18 notes that the passive voice can be of use in contracts.

Consider the following example:

If any Person brings a proceeding to compel the Recipient to disclose any Confidential Information …

In this context, the active voice is wordy. It’s obvious that a proceeding would have to be brought by someone. Because it doesn’t matter who brings a proceeding, we don’t care about the subject in the above sentence. You could eliminate it by using the passive voice. That would turn the subject into the passive agent, and you could simply omit it:

If a proceeding is brought to compel the Recipient to disclose any Confidential Information …

But depending on the context, a more economical active-voice structure can offer the best solution, and that might be the case here:

If a proceeding seeks to compel the Recipient to disclose any Confidential Information …

Any preference?

Full post as published by AdamsDrafting on September 30, 2009 (boomark / email).