CONTRACTS: ARCANE VOCABULARY (1)
Study Unit CONTRACTS: ARCANE VOCABULARY (1)
ARCANE VOCABULARY IN CONTRACTS Arcane vocabulary means ‘words understood by few people’ or ‘mysterious words’. Some lawyers are fiercely protective of arcane words, perhaps because they feel that using them places lawyers in a small, elite and exclusive group. However, this is considered as old-fashioned thinking in the 21st century, and modern drafting advice is to delete arcane words from contract templates. Arcane words are not essential legal terminology but are just ‘general English’ words that can be replaced or deleted without changing the meaning of the agreement. Arcane words are usually also ‘archaic’, meaning no longer in common use in the language. Examples include ‘hereto’, ‘theretofore’ and ‘forthwith’. No one uses these words except lawyers and it is now considered extremely unhelpful to use this ancient English in a modern, cross- border contract. Many lawyers now regard using arcane words as the equivalent of paying in a shop by cheque or watching your favourite movie on video. In other words, these words seem to belong to a previous generation of lawyers and can be problematic for lawyers and clients who have decided to embrace progress. There are some examples of arcane words below.
(A) THE MEANING OF SOME COMMON ARCANE WORDS Hereby: means as a result of this document or by means of this document or statement Example: ‘The parties hereby agree as follows’ Meaning: By means of this document the parties agree to the following Herein: means in this contract; in this document Example: ‘Notwithstanding anything to the contrary contained herein’ Meaning: Despite anything to the contrary in this document Hereinabove: means earlier in this document Example: ‘Goods in the quantity hereinabove described’ Meaning: The quantity of goods stated earlier in this document Hereto: means to this contract; to this document Example: ‘The parties hereto have duly executed this agreement’ Meaning: The parties to this contract have signed it according to all legal requirements Heretofore: means before this time; before now Example: ‘All agreements, oral or written heretofore entered into between the parties’ Meaning: All oral or written agreements the parties have entered into before now Hereinafter: means later in this document Example: ‘RMC Ltd, hereinafter referred to as “the Supplier” ’ Meaning: After this point in this document RMC Ltd will be referred to as the Supplier Hereafter: means from now; from this point onwards; at some time in the future Example: ‘In the event that the Hirer should at any time hereafter fail to make payment’ Meaning: If the Hirer should at any time after now fail to make payment Hereof: means of this document Example: ‘As set out in paragraph 5.7 hereof ’ Meaning: As explained in paragraph 5.7 of this contract Hereunder: means under the authority of this document Example: ‘In the event that a party has breached any of its obligations hereunder’ Meaning: If one of the parties has breached its obligations under this contract Herewith: means with this document or with the other thing(s) I have sent to you Example: ‘I enclose herewith a copy of the invoice’ Meaning: I have enclosed with this letter/with these goods a copy of the invoice
Complete the following extracts from a contract for the sale of goods with one of the arcane words in A opposite. Use each word only once to complete exercises 1-3.
1. 21.1. The Purchaser reserves the right to terminate this Agreement for its sole convenience upon giving the Seller four weeks’ notice in writing. In the event of such termination, the Seller shall immediately stop all work (1) …...
2. 23.3. Defective Goods or Goods supplied in excess of the quantities set out (2) ….. may be returned by the Purchaser to the Seller at the Seller’s expense.
3. 25.1. Any proposal for additional or different terms or any attempt by the Seller to vary in any degree any of the terms of any of the Purchaser’s Purchase Orders or the terms contained herein is (3) ….. objected to and rejected.
Complete the following extracts from a contract of employment with one of the arcane words in A opposite. Use each word only once to complete exercises 1-3.
1. 1.4. The parties (1) ….. waive and release all rights they may have under any prior employment or independent contractor agreement as of the date hereof.
2. 15.1. The Code of Conduct sets guidelines for the activity of all the Employees of SA Perkins Ltd and its group companies ((2) ….. referred to as: SAP Ltd).
3. 18.1. The contents of the Staff Handbook which is issued (3) ….. are deemed to be incorporated into the Contract of Employment.
Complete the following extracts from a franchise agreement with one of the arcane words in A opposite. Use each word only once to complete exercises 1-3.
1. 2.1. Franchisor now owns and (1) ….. will develop or purchase valuable trademarks, service marks and trade names (hereinafter referred to as the “Trademarks”).
2. 1.5. The franchise granted hereby is a license to use the Franchisor’s trade name, goodwill, and trade secrets in the operation of beach-themed bars within the area specified herein and in strict compliance with the terms (2) …...
3. 23.1. Except as provided in Paragraph 15 (3) ….., the Franchisee shall purchase for use in the operation of the Franchised Bars certain products which bear the Trademarks, including napkins, placemats, coasters and other items.
Correct the following sentences in which the underlined word has been used incorrectly by choosing the correct arcane word from A opposite.
1. All rights and liabilities of the parties hereof shall extend to and bind their respective heirs, legal representatives, successors, and assigns. 2. The parties shall treat information obtained from the other as confidential and shall not without the prior written agreement of the other at any time hereinafter disclose such information to any third party. 3. The Contract shall be governed in accordance with English law and each of the parties hereto submit to the non-exclusive jurisdiction of the English courts. 4. This Agreement shall terminate without notice if the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations herewith has been placed in jeopardy. 5. The Author hereby states that the novel ‘The Bright April’ (hereinafter “the Work”) has not hereto been published in any form.
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.