The English of contracts

Lawyers in most countries use different and more difficult language to draft contracts than the language that they use everyday. This is especially true within the English system.

However, if you know in what ways the language of contracts is different, you can look at the language carefully and understand it more easily.Here is a list of what makes the English of contracts different than normal English:

Sentences: lawyers often use very long sentences when they draft contracts, a typical sentence can be 100 words or more.

No-Punctuation: Often these long sentences have no punctuation.  

Structure: Sentences in contracts have a different structure. 

Words: Contracts contain words that people don't use any more because they are so old-fashioned.

Synonyms: Lawyers often use long lists of synonyms in contracts. Because when a lawyer drafts a contract, he or she thinks about the fact that a judge will interpret the contract if there is a dispute. Lawyers use lists of synonyms to make sure that there is no possibility of misinterpretation.

Passive: lawyers like to use the passive voice.

Niches: contracts contain technical words that are part of the language of law or part of a particular area of business.

Exercise 1

in the event of     if some thing happened

terminated            ended

forthwith                immediately

extent                    amount or level

territory                  an area of land

entitled to               have the right to something      

compensation       payment for something that is lost or damaged

manner                  the method or way of doing something

Exercise 2

In the event of the death of the Supplier the rights and obligations under the this Agreement shall be terminated forthwith.

如果供货方死亡，本协议项下的权利义务立即终止。

In the event that any property of the Contractor is lost or damaged in the course of transportation then the Contrator shall be entitled to compensation from the Company.

如果供货方的财产在运输过程中毁损或灭失，那么供货方有权向公司索赔。

The Company shall allow the Distributor to have full and complete control over the manner and the extent of the exploitation and advertisement of the Product in the Territory.

公司应给予分销商完全的自主权决定该区域产品的广告和推销。

Formal Expressions

In the near future                    soon

Until such time as                   until

At the present time                 now

On the part of                            by

In the event of                            if

Due to the fact that                    because

During such time as                    while

Not less than                                at least

Exercise 

During such as time as this contract is in effect the parties agree to the following terms.

合同有效期内，签约方同意以下条款。

In the event of breach the party in breach must provide a remedy within seven days.

如一方违约，违约方应在7天内支付违约金。

This contract will continue until such time as one of the parties terminates it by giving not less than four weeks' notice in writing.

合同持续有效，直到合同一方提前不少于四周发出书面通知，终止合同，

Due to the fact that there was fire at the premises of Forum Marketing Ltd we cannot hold our meeting there next week.

由于市场论坛有限公司的大火，我们下周不能在那儿举办会议了。

The meeting cannot take place on Wednesday but it is important that we have it in the near future.

会议不能在周三召开，但我们需要尽快召开。

We can not consider employing any more people at the present time, as we do not have enough work for them.

现在我们不能考虑雇佣更多的人了，我们没有足够的工作给她们做。

Due to some very hard work on the part of employees the new business was very profitable in its first year of trading.

多亏职工们的辛勤工作，新的业务在第一年交易中盈利颇丰。

Exercise 2

Notwithstanding         in spite of/despite 尽管

Inasmuch as                to a certain extent 因为

Some good has come from my uncle's death inasmuch as he left a lot of money to a children's charity in his will.

我叔叔的离世带来了一些善行，因为他在遗嘱中给一个儿童慈善机构留下了一大笔钱。

The judge in the Court of Appeal held that the court of first instance made a mistake inasmuch as inadmissible evidence was taken into consideration.

上诉法院判令初级法院的判决有误，因为采信了不可采的证据。

She was employed by one of the top law firms in London notwithstanding her lack of experience.

尽管她没有经验，还是被伦敦的一家顶级律所聘用了。

exercise 3

Prior to                             before

subject to                        depending on

engaged in                        involved in, doing

inclusive of                        including

referred to                            named,called,mentioned

Is the price of the goods subjuect to tax?

商品的价格和税收有关么？

In this contract we will define you as "the Company" in the defined terms section and that is how you will be referred to every time you are mentioned later in the document.

在合同中我们会在术语定义区将你定义为“公司”，这也会成为此后在文件中每次提到你时使用的代称。

He worked in an office for many years but now he is engaged in running his own business in London.

他在办公室做了许多年，但现在他在伦敦运营自己的事业。

You haven't always worked here, what did you do prior to working for this law firm?

你并不是一直在这儿工作，来律所之前你做的是什么？

This holiday is offered at the price stated in our advertisement inclusive of availability. We have a limited number of places available.

我们的宣传广告中说明了度假的价格和可用的区域。可提供服务的区域是有限的。

Technical words

outlet                        批发商店

invoice                      发票，发货单

retailer                       零售商    

manufacture               生产

defective                    瑕疵

sum                            总数（钱）

He is a very successful businessman. He has a chain of more than 20 shops in cities and towns all over the south of England, including a large outlet in London.

他是个成功的商人，在英国南部的城市和乡镇有超过20家商店，包括在伦敦的一家大型批发商店。

￥20000 is a very large sum to invest in a new business, I think you need to get legal advice before you decide to go ahead.

在新项目上投资2万元，是个不小的数目，我想你在继续前需要先了解下法律意见。

That supermarket chain is the biggest food retailer in the United States.

那个连锁超市是美国最大的食品零售商。

Mary is renting a factory unit on an industrial park. She has a new business that involves the manufacture of products for beauty salons.

Mary 在工业园区租了一个工厂车间。她有一个新产业，主要生产美容产品。

An invoice is an itemized bill, many contracts state what the penalty will be if it is not paid on time.

itemize ['aitəmaiz] 详细列明。发票是详细列明的账单，许多合同中约定了如果发票未被准时兑付的罚金。

Term 期限        Give notice 通知     expiration 期满终止

procurement [prəˈkjʊəmənt] 采购   aggregate 总和

undertake 承担，承诺，保证           incur 遭受，引起

Archaic terms

The 'here' words usually mean 'in this document' or, in a contract, it could mean 'in this clause'.

The 'there' words refer to something that the writer mentioned before now.

The persons hereafter named.文件中稍后提到的人。

The sum of money borrowed and the interest thereon shall be repaid in full on 5 June.  6月5日应全额归还本金及其利息。（注：have interest on...对……的利息，介词用on)

hereby            特此             I hereby accept your offer.

herein            此种，于此    The price named herein is final and non-neogotiable.

hereinafter    此后                ATL Electrics plc, hereinafter known as 'the Company'.

heretofore    此前                The property heretufore known as Downing-house is renamed Appleby House

hereunder    以下                The terms and conditions are listed hereunder.

Any products refered to herein remain the property of the Supplier until the Customer pays for them in full.本协议中提到的所有产品所有权皆属于供应方，直到买受方全额付清价款。

In case of dispute between the parties, any arbitration conducted hereunder will be conducted by Arbitrators Direct of London.如合同主体产生纠纷，任何对于合同项下条款产生的仲裁都将由伦敦仲裁员主持。

thereby        因此        Your client signed the contract and thereby entered into a binding agreement.

therein        其中          The rented property and the furniture contained therein.

thereon        在其上       The amount borrowed and the interest due thereon must be repaid by 10 March 2010.

thereinafter    其后        We were defined in that contract as the Company and we were known as the Company thereinafter.

thereto            对其        At the meeting we will discuss Mrs Jones' will and all matters related thereto.

He sold the company and thereby became a millionaire.他买了公司，因此成了百万富翁。

I enclose a copy of the contract. Please return it to me together with any amendments thereto.随信有一封合同的副本，请将之与其相关修订件一起回给我。

如上所述：

said        aforesaid             aforementioned            the same

The contract between the claimant and the defendant was signed in August. Said contract was for the supply of goods.

原被告双方的合同签署于8月，上述合同为供货合同。

Payment must be made upon delivery of the goods. The exception is where payment by invoice has been agreed. In the event of payment by invoice payment must be made within 30 days of receipt of the same.

货到付款，除非各方已同意凭发票支付，如果以发票支付，必须在收到发票后30日内支付完成。

Where a specific delivery date has been agreed and aforesaid cannot be met the Buyer will have the option to receive a full refund.

在约定的送货日期不能送达，买方有权获得全额退款。

Common Words

A contract for the hire of a hotel for a company's conference 

Staff                （全体）职工

hirer                雇主/承租方

premises        经营场所        the buidings that a business uses

owner            所有权人

The owner of the hotel bought it last year from a large hotel chain（连锁旅店）. The hirer of the hotel conference（会议） room wants to book the room for 3 days in June. The hotel premises are very big, in fact, it is probably the biggest hotel in the city. There are over 2000 staff working in the hotel.

A contract for the transport of goods by ship

import duty    进口税        The tax you have to pay to bring goods into a country

In transit        在运输中

On board        登机/上车     placed on a plane,ship,lorry or a train

Carriage        运输            to move goods from one place to another

The goods were put on board the ship in Liverpool and the buyer will unload them in Sydney. The cost of carridge is 600$. The buyer agrees to pay any import duty that the customs authorities（海关） demand when the goods arrive in Australia. The goods are in transit. They are on a ship somewhere between England and Australia.

A contract concerning a company's intellectual property rights

invention        发明

trademark        商标

patent               专利    an offical document that protects a new invention

Copyright        著作权      the  legal right for someone such as a writer or a singer to publish his or her work and to be sure that no one can copy or exploit it without permission.

The structure of a contract

Key vocabulary

drafts    delivery of goods/services    precedent bank/libary    recitals parties    drafting cheklist     to draft from scratch      definitions section    key obligations/duties    template        precedent/template

Most commercial contracts begin with the following sections:

the parties - the people or companies who are entering into the contract

The Agreement is made on this fifth day of March 2018

between ALT ELECTRICS Ltd

and PARSONS MANUFACTURING Ltd

the recitals - the background to the contract and the reasons why the parties are entering into the contract

1. The Buyer owns a shop.

2. The supplier is an experienced electrian.

3. The Buyer's shop is in need of electrical modernisation and repair.

4. The supplier will carry out the electrical modernisation and repair to the shop upon the conditions set out in this agreement.

the definitions section - how certain words must be interpreted when they are used in the contract

'Goods' means any goods or services that are ordered from ABC Printing Ltd and includes any materials incorporated in them.

the key obligations/duties - the most important things that each party agrees to do

In consideration of the sum of $5000 the Supplier agrees to carry out the Work listed in Schedule A of this Agreement according to current UK standards as specified by the relevant legislation.作为对5000美元的对价，供给方同意，根据由相关立法确立的英国现行标准，履行协议项下表A中列举的工作内容

In consideration of the Goods furnished(provided) under this Agreement the Buyer agrees to pay the seller the sum stated in schedule 1 to this agreement.作为对合同项下标的物的对价，买方同意按本协议附件1支付价款。

the delivery of good/services - the time when the key obligations will be carried out and where they will be carried out

The work will be carried out on 5 May 2018 at the Buyer's address.

Save as may be set out (written, specified) in this contract the Buyer shall make payment in sterling(英国货币) within 14 days of receipt of invoice. 此外，买方应在收到发票后14日内以英国货币完成支付。

Interest shall accrue（增长）on overdue(late) payments at the rate of 5.5% per annum(year) above the base rate from time to time of The Royal Bank in the event that payment is not received on the due date.如到期未付，利息每年应在皇家银行同期利率的基础上增长5.5%。

A lawyer doesn't often draft from scratch - most modern contracts are based on a precedent. A precedent also acts as a useful drafting checklist to make sure that everything necessary is included. Most law firms have a precedent bank or precedent library as part of the word processing facility on the company computer.