things.
"Furnish" is sometimes useful when more popular words fall short or go
too far. It has a good professional ring to it as well:
"I agree to furnish all of the elements listed on Exhibit A annexed hereto
and made part hereof by incorporation."
Who is responsible for non-delivery and related questions can be dealt
with in separate clauses.
"Furnish" avoids jumping the gun. It keeps away from what ought to be
treated independently but fills up enough space to stand firm.
The word is good value.
"Right but Not Obligation" One of the most splendid phrases
available. Sometimes the grant of particular rights carries with it by
implication a duty to exploit them. Authors, for example, often feel
betrayed by their publishes, who have various rights "but do nothing about
them." Royalties decrease as a result; and this situation, whether or not
it reflects real criminality, is repeated in variety of industries and
court cases. Accordingly it well suits the grantee of rights to make
clear at the very beginning that he may abandon them. This possibility is
more appropriately dealt with in separate clauses reciting the
consequences. Still, contracts have been known to contain inconsistent
provisions, and preliminary correspondence may not even reach the
subject of rights. A quick phrase helps keep you out of trouble: "The Right
but Not Obligation". Thus,
"We shall have the Right but Not Obligation to grant sublicenses in
Austria"("But if we fail, we fail").
Even this magic phrase has its limitations because good faith may require
having a real go to exploiting the rights in question. Nevertheless "Right
but Not Obligation" is useful, so much so as to become incantation
and be said whenever circumstances allow it. I the other side challenges
these words, it will be better to know this at once and work out
alternatives or finish up the negotiations completely.
"Exclusive" It’s importance in contract English is vast, and its omission
creates difficulties in good many informal drafts. Exclusivity as a
contract term means that somebody is -barred from dealing with others in a
specified area. Typically an employment may be exclusive in that the
employee may not work for any one else, or a license may be exclusive
in the sense that no competing licenses will be issued.
Antitrust problems cluster around exclusive arrangements but they are
not all automatically outlawed.
It follows that one ought to specify whether or not exclusivity is
part of many transactions. If not, the phrase "nonexclusive" does
well enough. On the other hand, if a consultant is to be engaged solely
by one company, or a distributorship awarded to nobody else except X,
then "exclusive" is a word that deserves recitation. "Exclusive Right
but Not Obligation" is an example that combines two phrases discussed
here.
The linking of concepts is a step in building a vocabulary of
contract English.
"Solely on condition that" One of the few phrases that can be considered
better than its short counterparts. Why not just "if"? Because "if" by
itself leaves open the possibility of open contingencies:
"If Baker delivers 1,000 barrels I will buy them" is unclear if you will
buy them only from Baker. Therefore what about "only if"? Sometimes
this works out, but not always.
"I will buy 1,000 barrels only if Baker delivers them" is an example of
"only if" going fuzzy. One possible meaning is "not more than 1,000
barrels" with "only" assimilated with the wrong word. Here then a more
elaborate phrase is justified.
"I will buy 1,000 barrels solely on condition that Baker delivers them"
makes everything clear.
"Subject to" Few contracts can do without this phrase. Many promises can
be made good only if certain things occur. The right procedure is
to spell out these plausible impediments to the degree that you can
reasonably foresee them.
"We will deliver these subject to our receiving adequate supplies";
"Our agreement is subject to the laws of Connecticut";
"Subject to circumstances beyond our control ".
Foreign esoteric words
Every now and then a scholarly phrase becomes accepted in business usage.
"Pro rate" and "pari passu" are Latin expressions but concern
money. "Pro rata" proves helpful when payments are to be in a proportion
reflecting earlier formulas in a contract. "Pari passu" is used when
several people are paid at the same level or time out of a common fund.
Latin, however, is not the only source of foreign phrases in business
letters.
"Force majeure" is a French phrase meaning circumstances beyond one's
control.
English itself has plenty of rare words. One example is "eschew"; how
many times we see people struggling with negatives such as "and we
agree not to produce (whatever it is) for a period of X". The more
appropriate phrase would be
"we will eschew production".
But here it should be mentioned that not everyone can understand such
phrases. Therefore rare words should be used only once in a long while.
Those who uses them sparingly appears to be reliable.
Some words against passive
Until now the study of writing business letters has consisted largely
of contract phrases accompanied by brief essays evaluating their
usefulness. The words are only samplings and are presented mainly to
conduce writing business letters in a proper way. It will be wrong,
however, to bring this list to an end without mention of a more general
problem that arises in connection with no fixed word pattern at all. It
arises, rather from using too many passives. Such phrases as "The material
will be delivered";
"The start date is to be decided";
"The figures must be approved" are obscure ones leaving unsettled who it is
that delivers, who decides, and who does the approving. Which side it is
to be? Lawsuits are the plausible outcome of leaving it all
unsettled. Passives used in contracts can destroy the whole
negotiations. "You will deliver" is better for it identifies the one who
will do delivering. Certainly, "must be approved by us" violates other
canons. "We shall have the right but not the obligation to approve" is
less unfortunate. There is no doubt that passives do not suit business
letters, and if they go all the way through without adding something like
"by you" or "by us" they are intolerable. Once in a long while one may
find passives used purposely to leave something unresolved. In those
circumstances they will be in class with "negotiate in good faith", which
I've examined earlier.
EXAMINING ENGLISH BUSINESS LETTERS
Now let's turn to the practical point of writing business letters. They
may be divided into official and semi-official. The first kind of letters
is characteristic of those people working in business: an executive,
a department manager, a salesman, a secretary or a specialist in
business and technology. But also many people may want to buy something,
to accept an invitation or to congratulate somebody - this is a kind of
semi-official letters. The first kind of letters may in turn be
subdivided into such groups as: inquiries, offers, orders, and so on. I
am going to examine this group more carefully looking at the
correspondence of Chicago businessmen and English manufactures.
.
Example 1.
MATTHEWS & WILSON
Ladies' Clothing
421 Michigan Avenue
Chicago, III.60602
Messrs GRANT & CLARKSON
148 Mortimer Street
London WIC 37D
England October 21, 1993
Gentlemen:
We saw your women's dresses and suits at the London Fashion Show held
in New York on October 17. The lines you showed for teenagers, the
"Swinger" dresses and trouser suits would be most suitable for our
market.
Would you kindly send us your quotation for spring and summer clothing
that you could supply to us by the end of January next. We would
require 2,000 dresses and suits in each of the sizes 10-14, and 500 in
sizes 8 and 16. Please quote c.i.f. Chicago prices. Payment is normally
made by letter of credit.
Thank you for an early reply.
Very truly yours,
P.Wilson.Jr
Buyer
.
This is undoubtedly an import inquiry letter. In the first part of a
letter there is a kind of introduction as a prospective customer
approaches supplier for the first time ,and it is from this part that
we found out that the correspondents are engaged in textile industry.
The second part expresses request for detailed information about
the goods in question, their prices and terms of possible transaction.
In this example we come across the abbreviation concerning the
terms of delivery, that is commonly accepted in the business world. It
is interesting to know what this kind of abbreviations means:
c.i.f. - cost, insurance, freight.
If consignment is to be delivered according to c.i.f., then the
supplier insures the goods and pays for the whole delivery.
f.o.b. - free on board.
If consignment is to be delivered according to f.o.b., then the
supplier pays for transportation to port, steamer or air shipment and
dispatch; and the customer pays for onward transportation and
insurance.
f.o.r. - free on rail.
It is the same as f.o.b., but for railway transportation.
