This article examines the distinction between clauses in contractual instruments that give rise to legally binding obligations and those that merely express the parties’ intentions or aspirations and therefore lack enforceability. In numerous contractual and pre-contractual documents—such as memoranda of understanding and letters of intent—language that appears promissory is frequently used, although such provisions do not in fact create legal obligations. Drawing on two foundational frameworks in the philosophy of language—speech-act theory and Paul Grice’s cooperative principles—this study proposes an analytical model through which commitment-related clauses can be identified and classified into three distinct categories.
Within this framework, language is understood not merely as descriptive but as performative action capable of generating legal consequences within a contractual text. Among Searle’s categories of speech acts, commissives are especially significant in contracts because they involve the speaker binding themselves to a future course of conduct. Grice’s cooperative principles—quantity, quality, relevance, and manner—further enable assessment of the clarity, sincerity, and communicative adequacy of contractual expressions of commitment.
The central question addressed is whether a purely linguistic analysis of contractual language, independent of external evidence, can yield reliable criteria for differentiating among the three categories of commitment-related clauses. The hypothesis is that a combined analysis grounded in speech-act theory and Gricean pragmatics can illuminate the parties’ genuine intentions and provide a linguistic basis for distinguishing binding clauses from non-binding ones, as well as from clauses that occupy an intermediate functional position.
The findings demonstrate that the enforceability of a clause depends primarily on the type of speech act it embodies and the extent to which the cooperative principles are observed in its formulation. Clauses whose structure reflects a commissive act and whose wording satisfies standards of clarity, sufficiency, and relevance are treated as binding, whereas those whose phrasing does not manifest an intention to be legally bound are linguistically identifiable as non-binding. The article concludes that integrating linguistic analysis with the philosophy of language offers a valuable tool for discerning shared contractual intent and assessing the legal validity of contractual provisions.