CONTRACTS: COMMONLY USED LEGALESE
Study Unit
CONTRACTS: COMMONLY USED LEGALESE ~19 min
“If you can’t explain something simply, you don’t understand it well. Most of the fundamental ideas of science are essentially simple, and may, as a rule, be expressed in a language comprehensible to everyone. Everything should be as simple as it can be, yet no simpler.” ― Albert Einstein Legal documents are full of ‘terms of art’, which is legal vocabulary that lawyers say is necessary because it has a fixed meaning ‘understood by everyone’. Actually, what they probably mean is, understood by everyone who has studied the common law, has some experience of working in a commercial law environment and has English as a first language. However, they could easily use terms of art in sentences in which the other words, (the general, ordinary English words), are easily understandable. But, unfortunately, some lawyers still believe that ‘not understandable’ means ‘sophisticated and formal’ and will do their best to use either very old English or the most complicated modern word they can think of, even in a sentence that contains no term of art at all.
Below are some ordinary, English words that should by now have been deleted from contract templates and other legal documents because they have fallen out of use in the language. Yet they appear time and time again. This means that international lawyers must understand their meaning but may wish to avoid using them. A modern English explanation for each word or phrase is provided. It is not possible to modernise a contract just by substituting the more understandable word for the offending one. Because of the sentence structure lawyers use when they use the words below, the contract will probably need to be redrafted if it is to make sense.
(A) UNHELPFUL WORDS FOUND IN CONTRACTS (1) Aforementioned/Aforesaid: mentioned earlier in this document; mentioned previously Cease: stop Construed: interpreted Deemed: believed; considered; regarded as Determine: decide or terminate, depending on the context Endeavours: efforts Execution: signed or performed, depending on the context Expeditiously: as quickly as possible (B) UNHELPFUL WORDS FOUND IN CONTRACTS (2) Foregoing: what was just mentioned Forthwith: immediately Furnish: provide or supply Goods and Chattels: goods In the event that/of: if Notwithstanding: despite; in spite of Null and void: void Of the same: of the thing just mentioned (C) UNHELPFUL WORDS FOUND IN CONTRACTS (3) Pursuant to: under; in accordance with Procure: obtain; get or cause to happen Said: just mentioned Save as: except; except as; with the exception of Suffer: when used with the meaning ‘to permit’; ‘to allow to happen’ Vendor: seller Whomsoever: whoever; any person at all Witnesseth: witnessed; witnessed by
Complete the following extracts from contracts with one of the words from A opposite. You can use each of the words only once.
(i) The Tenant shall keep the Premises in good condition and if he or she fails to do so the Landlord shall be entitled to re-enter upon (1) ….. Premises and thereupon the Tenancy shall immediately (2) ….. without notice.
(ii) The Distributor shall use its best (3) ….. to promote the sale of Licensed Products in the Territory and shall inform the Supplier as (4) ….. as possible of any occurrence which may prevent the Distributor from fulfilling its obligations hereunder.
(iii) Nothing in this Agreement shall be (5) ….. to establish any partnership or joint venture between the parties nor be (6) ….. in such a way as to authorise any party to make or enter into any commitments for or on behalf of the other party.
(iv) This Agreement, upon its (7) ….., supersedes any other agreements, oral or written, between the Parties and constitutes the complete agreement between the Parties.
(v) Upon termination of this Agreement, the Receiving Party of the Confidential Information shall return any and all documents and software and (8) ….. to use it in all circumstances.
Complete the following extracts from contracts with one of the words from B opposite. You can use each of the words only once.
(i) Requests for early delivery of the Goods will be considered by the Seller. (1) ….. the (2) ….., the Seller shall in no event be liable for any failure to meet the expedited date.
(ii) The price does not include any tax upon the shipment of the Goods which the Seller is required to pay or collect from the Buyer. Any (3) ….. shall be paid by the Buyer unless the Buyer is able to (4) ….. the Seller with exemption certificates acceptable to the appropriate taxing authority.
(iii) (5) ….. the Buyer fails to obtain the necessary import licence at the time when delivery of any Goods shall be due then the Seller shall have the right either to postpone delivery or to terminate the Contract (6) ….. and without notice.
(iv) If any of the (7) ….. of the Tenant shall at any time be seized by any creditor of the Tenant this Agreement shall be deemed to be (8) ….. without notice.
Complete the following extracts from contracts with one of the words from C opposite. You can use each of the words only once.
(i) The Landlord shall not be liable to the Tenant or any other person (1) ….. for any loss or damage incurred by occupiers of or visitors to the Premises.
(ii) This Agreement grants the Licensee the use of the Licensed Location for the Term and, (2) ….. expressly set out to the contrary herein, the Licensor shall not be responsible during the Term for any costs, charges or expenses relating to (3) ….. Licensed Location.
(iii) Upon termination of this Agreement and (4) ….. Clause 8.1 above, neither the (5) ….. nor the Purchaser shall have further obligation under this Agreement to the other, save as in respect of any obligation under this Agreement which is expressed to apply after termination.
(iv) The Tenant shall (6) ….. that the Premises are protected by a policy of insurance for the full term and shall not (7) ….. to exist any circumstance which would invalidate the same.
(v) NOW THIS AGREEMENT (8) ….. AND IT IS EXPRESSLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
Speaking & Writing for this topic
Two short tasks scored against TOEFL rubrics. The prompt is generated for this topic — use the vocabulary you have just studied.