Writing in the Active Voice

Contracts should be writtent in the active voice. In active voice sentences the subject performs the action expressed in the verb; the subject acts. In sentences written in passive voice, the subject receives the action expressed in the verb; the subject is acted upon. The agent performing the action may appear in a "by the . . ." phrase or may be omitted.

Supplier shall deliver the Product to the Buyer on June 1, 1009     (Active voice example)

The Product shall be delivered by the Supplier to the Buyer  on June  1, 2009 (passive voice example)

The Product shall be delivered to the Buyer on June 1, 2009  (passive voice example with agent performing the action omitted)

Active voice sentences are more concise and fewer words are required . They clearly

define who does what, For example, “Supplier shall deliver the Product to the Buyer” makes it clear that the Supplier (who is the subject of the sentence) is responsible to deliver (the verb of the sentence) the Product to the Buyer. Passive voice sentences are longer and can create confusion. They can also de-emphasize the responsibility of the party. For example

• The Product shall be delivered by the Supplier to the Buyer on June  1, 2009 .  In this sentence the Subject is the Product, not the Supplier responsibility. In writing contracts we want to clearly define responsibilities.
• The Product shall be delivered to the Buyer on June 1, 2009.  In this sentence the Subject is the Product, the verb is deliver, but the party responsible for that action is not identified.

.

In writing contracts you also want to avoid the use of “dangling modifiers” that are  caused by the use of passive voice. A dangling modifier is a word or phrase that modifies a word not clearly stated in the sentence.  To avoid “dangling modifiers” consider using introductory clauses that provide background information or set the stage for the main part of the sentence that describes the responsibilities. For example

‘Invoices received before the end of the month will be paid by the fifteenth of the next month” This doesn’t make it clear whose responsibilities they are, An active voice approach would be to set the stage such as.

For Supplier invoices received by the end of the month, Buyer shall make payments by the fifteenth of the next month.

This makes it clear the Buyer (the subject)  is responsible for the verb (make payments) by a certain date if the condition for that payment is met.

.

Examples of Active Voice:

Supplier will provide the Products or Services as specified in the Purchase Order.

Supplier will begin work only after receiving a Purchase Order from Buyer.

Buyer may request changes and Supplier will submit to Buyer the impact of such changes.