Wednesday, April 28, 2010


‘Any’ and ‘Each’ are often (and incorrectly) used interchangeably in contracts. Here’s the scoop.

Any’ refers to one member of a group without specifying which member—for example, ‘any general partner’ refers to one (unspecified) general partner from a partnership. If ‘any’ is used with a plural noun—for example, ‘any general partners’—then it refers to two or more partners from the partnership without specifying which partners.

Each’ refers to every member of a group considered individually—for example ‘each officer’ refers to every officer in the company from vice-president to CEO. Because ‘any’ and ‘each’ are adjectives that sometimes cause contract ambiguity, contracts expert Tina L. Stark recommends using ‘any’ when creating discretionary authority—for example, when someone may do something (“Any officer may sign checks without the consent of the board”), and to use ‘each’ when creating affirmative obligations—for example, when somebody must do something. (“Each officer shall furnish proof of citizenship prior to commencing employment.”)

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