Grievance Handling -- How to interpret contract language

Key Words And Phrases In Contracts

Many words and phrases that frequently appear in contracts can cause problems for people when they first begin interpreting contract language. You may use these terms in different ways in your everyday life, but they have very specific meanings when they appear in a contract.

• May -- Implies permission, but not obligation. Something can be done if the party wants to do it, but they are not required to do so. For example, "The company may provide a holiday turkey in December." If you don't get one, you have no grievance.
• Should -- Expresses moral obligation, but not legal obligation. "The company should provide a holiday turkey in December." Again, don't count on getting one.
• Shall -- Denotes compulsion. The party is obligated to act. "The company shall provide each employee a holiday turkey in December." This one you can take home and cook. If you don't get it, you've got a grievance.
• Will -- Simply denotes the future. Does not imply compulsion. This verb confuses a lot of people. If you want to make sure the company does something, use "shall" or "must," not "will."
• Must -- Implies necessity or compulsion. Stronger than shall. "Employees must call in prior to an absence for illness or injury." If you're going to stay out sick, you are obligated to call in first.
• When (or if) appropriate -- Allows full discretion to management. "When appropriate, the company may reassign employees to jobs in a similar pay class." In this case, the company decides where you work. Though you may argue over whether the pay is truly "similar," the company can reassign you whenever they feel it is appropriate.
• When (or if) practical -- Slightly more compelling than "when appropriate." The union can argue whether something is practical. "When practical, employees may take their breaks outside so they can smoke." In this example, there is a great deal of room for arguing either way.
• When (or if) practicable -- Means when "workable." Management decides what is workable, so the decision still belongs to them, but there may be room for discussion.
• When (or if) possible -- Very compelling. The only argument for inaction is that it is not possible to do so -- a very difficult case to support. "When possible, the company will notify employees 14 days prior to any layoff." Could the company argue it was impossible for them to see the layoff coming?
• Normally -- Allows management to decide when a situation is other than normal. Arguments challenging what is "normal" require a great deal of documentation with evidence over a long period of time.
• To the maximum extent practical -- Management decides whether an action is practical, so they determine the limit here.
• To the maximum extent possible -- How much is possible? A lot! You'd better hope this phrase is part of a sentence obligating the company to do something -- and not you.