CONTRACTS: ARCANE VOCABULARY (2)

Study Unit CONTRACTS: ARCANE VOCABULARY (2)

When an arcane word begins with ‘there’, such as ‘thereon’, it is necessary to look back within the sentence to find out exactly what the word means. This is because these words are always referring back to something that has just been mentioned, such as a document, a place, or some other thing such as shares, goods or a loan. For example, in a contract for the sale of goods, in the sentence, ‘If the Purchaser fails to accept delivery of any Goods, then the Supplier shall have the right immediately to present its invoice for payment and payment shall be due thereon’, to understand the word ‘thereon’ the reader must look back to see what the writer is referring to. Thereon means ‘on there’ or ‘on the thing I have just mentioned’. The answer in this example is that payment shall be due ‘on that invoice’ or ‘on the invoice I have just mentioned’. This requirement of looking back is why these arcane words can be more challenging than those that begin with ‘here’.

(A) THE MEANING OF SOME COMMON ARCANE WORDS Thereby: means by that method, or, as a result of that thing just mentioned Example: ‘If any provision of this Agreement is held to be unenforceable; the enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby’ Meaning: If anything in this contract is not accepted as legal by a court then the remaining parts of the contract will not be made weaker or less effective by that decision Therein: means in that document or in that place or thing just mentioned Example: ‘The Marketing Consultant shall transfer to the Client title to advertisements created as part of the Services and all intellectual property rights therein’ Meaning: The Marketing Consultant shall transfer the ownership of advertisements created as part of the Services to the Client, including all intellectual property rights in those advertisements Thereto: means to that document or to that place or thing just mentioned Example: ‘The Employee states that he possesses a UK residency permit dated 01.11.2018 and that no modification has been made thereto since the date of issue’ Meaning: The Employee states that he possesses a UK residency permit dated 01.11.2018 and that no change has been made to that residency permit since the date that it was issued Thereon: means on that thing just mentioned Example: ‘The Borrower agrees to repay the Capital Sum and all interest due thereon in 60 monthly instalments of £1,750’ Meaning: The Borrower agrees to repay the Capital Sum and all interest due on the Capital Sum in 60 monthly instalments of £1,750 Thereof: means of that thing just mentioned Example: ‘The Buyer shall inspect the Goods immediately upon delivery thereof’ Meaning: The Buyer shall inspect the Goods immediately upon delivery of the Goods Thereafter: means from that point onwards; after that time; subsequent to that Example: ‘In the event of a dispute, the parties agree to first endeavour to settle such dispute by mediation and any unresolved matter thereafter shall be settled by arbitration’ Meaning: If there is a dispute between the parties, the parties agree to first of all try to settle the dispute by mediation and any unresolved problem after that mediation will be settled by arbitration Thereupon: means immediately or soon after the event or thing just mentioned Example: ‘The Company will refund the total Hire Charge paid and its liability to the Hirer will thereupon cease’ Meaning: The Company will refund the total Hire Charge paid by the Hirer and upon paying back the Hire Charge the Company’s liability to the Hirer will end Thereunder: means under the authority of that document Example: ‘The Service Provider shall be personally liable for the payment of all taxes in accordance with the Income Tax Act 2007 and all guidance set out thereunder’ Meaning: The Service Provider shall be personally liable for the payment of all taxes in accordance with the Income Tax Act 2007 and all guidance set out under the Income Tax Act 2007