On or About: How to Draft Clear and Enforceable Clauses

In today’s fast-paced global economy, the ability to draft clear and enforceable contractual clauses is more critical than ever. Whether you’re negotiating a multinational trade agreement, a tech startup’s employment contract, or a climate-related investment deal, ambiguity in language can lead to costly disputes, delays, or even regulatory scrutiny.

This blog explores the art and science of drafting precise clauses—focusing on the often-overlooked phrase “on or about”—while tying the discussion to contemporary issues like AI governance, supply chain disruptions, and ESG (Environmental, Social, and Governance) compliance.

The Power of Precision in Contract Drafting

Contracts are the backbone of commerce, yet poorly drafted clauses can unravel partnerships faster than a geopolitical crisis. Consider these real-world pain points:

• Supply Chain Chaos: A shipping contract states delivery must occur “on or about” a specific date. When a pandemic-induced port backlog delays shipments by weeks, does “about” mean 3 days or 30?
• AI Accountability: A SaaS agreement uses vague language about “reasonable efforts” to prevent algorithmic bias. Who defines “reasonable” when regulators come knocking?
• ESG Greenwashing: A clause promises carbon neutrality “on or about” 2030. Investors sue when the company misses the mark by 18 months. Was the deadline aspirational or binding?

Why “On or About” Matters More Than You Think

The phrase “on or about” is a classic example of contractual flexibility—but also a trapdoor for ambiguity. Courts often interpret it to mean a reasonable window around a specified date (e.g., 5-7 days), but this varies by jurisdiction.

Pro Tip: Replace “on or about June 1” with “no earlier than May 25 and no later than June 7” to eliminate guesswork.

Drafting for the Digital Age: Clauses That Hold Up Under Scrutiny

1. Time-Sensitive Clauses: Beyond “On or About”

Global supply chains demand ironclad timing language. For example:
- Weak: “Delivery on or about Q1 2025.”
- Strong: “Delivery between January 1 and March 31, 2025, with liquidated damages of 0.5% per day for delays.”

Hot Topic Tie-In: The 2024 Suez Canal disruptions showed how force majeure clauses without clear timelines sparked lawsuits.

2. AI and Data Privacy: Defining “Reasonable”

With GDPR and AI Act compliance looming, avoid open-ended terms like:
- “The Vendor will take reasonable steps to protect User Data.”
Instead, specify:
- “The Vendor will encrypt data in transit and at rest, conduct quarterly penetration testing, and report breaches within 72 hours.”

3. ESG Commitments: From Vague Promises to Enforceable Pledges

Greenwashing lawsuits are rising. A weak clause:
- “Company will achieve net-zero emissions on or about 2040.”
A litigation-proof alternative:
- “Company will reduce Scope 1 and 2 emissions by 5% annually, verified by third-party audit, with annual public reporting.”

Jurisdictional Pitfalls: How Courts Interpret Ambiguity

Common Law vs. Civil Law Approaches

• U.S./UK Courts: Often favor the “reasonable person” standard for phrases like “on or about.”
• EU Courts: May demand stricter adherence to literal terms under civil codes.

Case Study: A 2023 UK ruling (LogiChain v. Maritime Solutions) held that “on or about” in a freight contract allowed a 10-day grace period. The same phrase in a German court was enforced as the exact date ±1 day.

Practical Checklist for Bulletproof Clauses

1. Eliminate Weasel Words
   • Replace “best efforts” with measurable actions (e.g., “allocate at least 10% of R&D budget”).
2. Define Key Terms
   • “Delivery” means unloading at the designated warehouse, not port arrival.
3. Specify Consequences
   • “Failure to meet deadlines triggers arbitration, not litigation, per Section 12.”

The Future of Contract Drafting: AI and Smart Contracts

Blockchain-based smart contracts auto-execute when conditions are met (e.g., “Release payment upon IoT sensor confirming delivery”). But even here, clarity is king:
- Poor Code: “IF shipment_date ≈ target_date THEN pay.” (What’s ≈?)
- Clear Code: “IF shipment_date ≤ target_date + 3 days THEN pay.”

Final Thought: In an era of ChatGPT-generated contracts, human oversight remains essential. The phrase “on or about” won’t vanish, but its risks can be mitigated—one precise clause at a time.