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MAY

Creates a permission for a party to perform an action. The party is allowed but not required to act.

Syntax

PARTY partyName MAY DO action
PARTY partyName MAY DO action WITHIN deadline

Purpose

MAY expresses a legal permission - something a party is allowed to do. Unlike obligations (MUST), permissions are optional.

Examples

Example file:

-- MAY Keyword Examples - Permissions and Options in Contracts
--
-- The MAY keyword expresses permissions, rights, and options - actions that a
-- party is permitted (but not required) to perform. Unlike MUST (obligation),
-- MAY creates no duty, and failure to exercise a MAY right is not a breach.
--
-- Key Concepts:
--   • MAY creates a permission or option to perform an action
--   • WITHIN specifies the time period during which the option can be exercised
--   • HENCE specifies what happens if the option IS exercised
--   • LEST specifies what happens if the option is NOT exercised
--   • Unlike MUST, not exercising a MAY option is never a breach
--
-- Common Legal Uses:
--   • Early termination rights (lease agreements, employment contracts)
--   • Extension options (option to renew, extend deadlines)
--   • Prepayment rights (loan agreements)
--   • Redemption rights (securities, convertible notes)
--   • Put/call options (shareholder agreements)
--   • Rights of first refusal
--
-- This file demonstrates typical permission patterns found in:
--   • Commercial contracts
--   • Lease agreements
--   • Loan agreements
--   • Employment contracts
--   • Shareholder agreements
--

-- Type Declarations

DECLARE `Contract Party` IS ONE OF
  `The Lender`
  `The Borrower`
  `The Tenant`
  `The Landlord`
  `The Investor`
  `The Company`
  `The Buyer`
  `The Seller`

DECLARE `Contract Action` IS ONE OF
  `prepay loan` HAS `prepayment amount` IS A NUMBER
  `extend lease` HAS `extension months` IS A NUMBER
  `claim warranty benefit` HAS `benefit description` IS A STRING
  `convert to equity` HAS `conversion amount` IS A NUMBER
  `exercise put option` HAS `share quantity` IS A NUMBER
  `terminate early`
  `demand acceleration`
  `make payment` HAS `payment amount` IS A NUMBER

-- Basic Permission (Prepayment Right)

-- Simple prepayment right in a loan agreement
-- The Borrower may prepay the loan in full within the first year without penalty
`prepayment option` MEANS
  PARTY `The Borrower`
  MAY `prepay loan` 100000
  WITHIN 365

-- Permission After Obligation (Warranty Claim)

-- Purchase contract: After payment, buyer may claim warranty benefits
-- This is common in consumer protection and sale of goods contracts
`purchase with warranty` MEANS
  PARTY `The Buyer`
  MUST `make payment` 5000
  WITHIN 7
  HENCE
    PARTY `The Buyer`
    MAY `claim warranty benefit` "extended warranty coverage"
    WITHIN 365

-- Renewable Option (Lease Extension)

-- Lease renewal option: If tenant extends once, they get another option
-- Common in commercial real estate leases
`first renewal option` MEANS
  PARTY `The Tenant`
  MAY `extend lease` 12  -- First 12-month extension
  WITHIN 60  -- Must notify 60 days before expiry
  HENCE
    PARTY `The Tenant`
    MAY `extend lease` 12  -- Second 12-month extension available
    WITHIN 60

-- Remedial Permission (Acceleration Clause)

-- If borrower breaches, lender may demand full repayment immediately
-- Standard clause in loan agreements to protect lender
`payment with acceleration right` MEANS
  PARTY `The Borrower`
  MUST `make payment` 10000
  WITHIN 30
  LEST
    PARTY `The Lender`
    MAY `demand acceleration`  -- Full loan becomes due immediately
    WITHIN 14

-- Convertible Note Option

-- Investor may convert their note to equity at any time
-- Common in startup financing and convertible instruments
`conversion option` MEANS
  PARTY `The Investor`
  MAY `convert to equity` 500000
  WITHIN 730  -- 2-year window

-- Put Option (Shareholder Agreement)

-- Shareholder may require the company to buy back shares
-- Common in private company shareholder agreements
`shareholder put option` MEANS
  PARTY `The Investor`
  MAY `exercise put option` 100000  -- 100,000 shares
  WITHIN 1825  -- 5-year window

-- Early Termination Right

-- Tenant may terminate lease early with notice
-- Common in residential and commercial leases
`early termination clause` MEANS
  PARTY `The Tenant`
  MAY `terminate early`
  WITHIN 180  -- Can terminate within first 6 months
  HENCE FULFILLED
  LEST FULFILLED  -- If not exercised, lease continues normally

-- Chained Permissions

-- After payment, buyer may claim warranty; if claimed, seller must service
-- Demonstrates how permissions can trigger subsequent obligations
`warranty claim process` MEANS
  PARTY `The Buyer`
  MUST `make payment` 25000
  WITHIN 14
  HENCE
    PARTY `The Buyer`
    MAY `claim warranty benefit` "defect repair"
    WITHIN 730  -- 2-year warranty period
    HENCE
      PARTY `The Seller`
      MUST `make payment` 5000  -- Seller must cover repair costs
      WITHIN 30

-- Testing Permissions

-- Test 1: Prepayment option exercised
#TRACE `prepayment option` AT 0 WITH
  PARTY `The Borrower` DOES `prepay loan` 100000 AT 180

-- Test 2: Prepayment option not exercised (valid - no breach)
#TRACE `prepayment option` AT 0 WITH

-- Test 3: Purchase with warranty - full path
#TRACE `purchase with warranty` AT 0 WITH
  PARTY `The Buyer` DOES `make payment` 5000 AT 5
  PARTY `The Buyer` DOES `claim warranty benefit` "extended warranty coverage" AT 100

-- Test 4: Purchase with warranty - payment but no claim
#TRACE `purchase with warranty` AT 0 WITH
  PARTY `The Buyer` DOES `make payment` 5000 AT 5

-- Test 5: Lease renewal - first extension exercised
#TRACE `first renewal option` AT 0 WITH
  PARTY `The Tenant` DOES `extend lease` 12 AT 30

-- Test 6: Lease renewal - both extensions exercised
#TRACE `first renewal option` AT 0 WITH
  PARTY `The Tenant` DOES `extend lease` 12 AT 30
  PARTY `The Tenant` DOES `extend lease` 12 AT 90

-- Test 7: Acceleration right triggered by breach
#TRACE `payment with acceleration right` AT 0 WITH
  PARTY `The Lender` DOES `demand acceleration` AT 35

-- Test 8: Acceleration right not needed (payment made)
#TRACE `payment with acceleration right` AT 0 WITH
  PARTY `The Borrower` DOES `make payment` 10000 AT 20

-- Test 9: Conversion option exercised
#TRACE `conversion option` AT 0 WITH
  PARTY `The Investor` DOES `convert to equity` 500000 AT 365

-- Test 10: Put option exercised
#TRACE `shareholder put option` AT 0 WITH
  PARTY `The Investor` DOES `exercise put option` 100000 AT 1000

-- Test 11: Early termination exercised
#TRACE `early termination clause` AT 0 WITH
  PARTY `The Tenant` DOES `terminate early` AT 90

-- Test 12: Early termination not exercised
#TRACE `early termination clause` AT 0 WITH

-- Test 13: Warranty claim process - complete workflow
#TRACE `warranty claim process` AT 0 WITH
  PARTY `The Buyer` DOES `make payment` 25000 AT 7
  PARTY `The Buyer` DOES `claim warranty benefit` "defect repair" AT 200
  PARTY `The Seller` DOES `make payment` 5000 AT 220

Permission Semantics

  • Permission is exercised when the party performs the action
  • Permission expires when the deadline passes without action
  • Neither exercising nor not exercising a permission causes breach
  • PARTY - Identifies who has the permission
  • MUST - Obligation (required action)
  • SHANT - Prohibition (forbidden action)
  • REGULATIVE - Full regulative rule reference