ENGLISH FOR LAW STUDENTS

Contracts/legal terms and conceptsStructure of a commercial contract

23 January 2013By Helen Michelle Jørgensen

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TRANSFERRING A CONTRACT

What is the difference between:

Assignment Novation

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SIGNING FORMALITIES

Under hand Under seal By a Director By another authorised person By an Attorney-in-Fact

What evidence of authority to look for

How is the document signed

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FORMS OF EXECUTING

What is:

a Deed a Common Seal

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SIGNING FORMALITIES

What is the difference between:

Apostille/Apostillise Notary/Notarise

When are these necessary

Handout: Apostilise/Notarise

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HISTORICAL BACKGROUND FOR USE OF CERTAIN LEGAL WORDS

Legal language was Latin, then French, then English

”Law” French was gradually replaced by ”Law” English

Result: acceptance of pairing/doublets

Result: old fashioned terminology

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THREE LANGUAGES COMPETING FOR ATTENTION – SOLUTION:

Legal doublets and triplets Hallmark of legal English Styllistic habit or ‘sounds right’ Needless string of words with the

same or nearly the same meaning

Handout: Legal Doublets and Triplets

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VARIATIONS

• Treaty/convention• Duty/obligation• Right/entitlement• Act/statute• Purchaser/buyer• Seller/vendor• Customer/client

COMMERCIAL CONTRACTS

Structure of a commercial contract

Handouts: Specimen contracts

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Structure of a typical commercial agreement

Objective - logical sequence – easy to read Index - clause numberings and headings, schedules Parties Recitals - history and background Definitions - terms which are long and repeated

several times - a shorthand ‘label’

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Structure of a typical commercial agreement

Main operative clause - describes the main comnmercial transaction

Consideration/price Conditions Warranties Confidentiality Duration and termination

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Structure of a typical commercial agreement

Miscellaneous clauses/‘Boiler plate’ Schedules Appendices Exhibits Execution blocks