in accordance with clause 6 of the agreement.
From the above-written we can conclude that contract has its own
grammatical and stylistic peculiarities which have much in common with
the ones of business correspondence. However, they are unique enough
to consider contract a specific type of business correspondence.
2.3. Lexical peculiarities of contracts
From the lexicological point of view contracts are of great
interest. The lexicon of contract has its own specific features. First
of all, it is rather stable. As a rule, words have their only exact
meaning. There are no words which are emotionally coloured. As a
result of it, we can point out the words, which are present
practically in every contract. They are the following.
Whereas expresses every man’s idea of how a contract begins. One
must be careful about mixing up recitals of history with what is
actually being agreed on. It would be wrong to write *Where as A
admits owing B $ 1000, because the admission may later haunt one.
Rather less damage would be caused by using of the proper word.
Whereas means that the parties have been engaged in a series of
transactions resulting in a dispute over accounting between them.
e.g. The surplus is to be paid for by the Buyers, whereas
shortweight is to be refunded by the Sellers.
One more compound word with the adverb where is whereby, which
means by which and refers to the present contract.
e.g. We have concluded the present contract whereby it is agreed as
follows…
The usage of compound words with adverbs here / there and
prepositions is also typical of written formal style of English. Their
meaning is made up from meaning of their components. There is no
principal difference, though, between meanings of here- / there-
compounds.
e.g. If shipment of the whole or part is thereby rendered
impossible… (thereby = by it; by that means; in that connection)
We are sending you herewith statement of your account. (herewith
= with it / that)
All expenses connected therewith being born by… (therewith =
with it)
The examination of the goods and objection thereto… (thereto =
to it)
Subject to General Conditions on Sale endorsed hereon… (hereon =
on this document)
The goods to be shipped as soon thereafter as suitable tonnage
obtainable. (thereafter = from that time)
The Sellers shall not be responsible for any damage resulting to
the Buyers therefrom. (therefrom = from it / them)
Hereinafter is a very useful word, doing the job of the six,
referred to later in a document. Hereinafter frequently sets up
abbreviated names for the contracting parties.
e.g. Knightsbridge International Drapes, Ltd. hereinafter the
Buyer.
The wood goods hereinafter specified subject to a variation in
Sellers’ option of 20 per cent.
The aforesaid is a clichй which is more preferable in texts of
contracts instead of its less formal equivalents: the above-mentioned,
the above-written, as was written / said before, and the like.
e.g. The aforesaid documents should contain references…
The aforesaid guarantee shall end for the following vehicles…
It is understood and agreed. On one hand it usually adds nothing,
because every clause in the contract is figurally understood and
agreed. On the other hand, it adds an implication that the other
clauses are not backed up by this phrase. By including one you exclude
the other.
e.g. The prices in this contract are understood and agreed upon.
The delivery date is understood and agreed to be the date…
Including without limitation. Usually people want to specify things
underscored in contracts, and this phrase indulges the prediction.
e.g. You may assign any and all your rights including without
limitation your exclusive British and Commonwealth Rights.
Assignees and licensees. These are important words on which
acceptability depends from one’s point of view.
e.g. Knightsbridge, its assignees and licensees…
This beginning suggests that Knightsbridge may hand you over to
somebody else after contracts are signed. If you happen to be
Knightsbridge, you will want those particular rights and should use
the phrase.
Without prejudice. The British use this phrase all by itself,
leaving the reader intrigued: without prejudice – to what exactly?
Americans use it more elaborately. Legal rights, for example, are not
the same thing as remedies in the offers to enforce them. Thus it’s
the American right to write:
e.g. Without prejudice to any of my existing or future rights or
remedies.
We have carefully examined the samples from this consignment and
offer you, without prejudice, an allowance of 50 USA cents per
50 kilos.
As between us – it is a useful phrase because people are always
forgetting or neglecting to mention that a great many interests may be
involved in what appears to be a simple dialogue. A is controlled by
investors, and B – by a foreign parent company. That’s why it will be
useful to say in such a situation as between us…
e.g. We confirm the exchange of telexes as between us follows…
Solely on condition that – it’s one of a few phrases that can be
considered better than its short counterparts. One might ask: “Why not
use just if instead of the phrase?” If by itself opens a possibility
of open contingencies.
e.g. If Baker delivers 1000 barrels I will buy them.
But it is unclear if you will buy them only from Baker. Therefore, we
can use only if as a synonym. Sometimes it works out, but not always.
In this case more than an elaborated phrase is justified.
e.g. I will buy 1000 barrels solely on condition that Baker
delivers them.
The phrase makes the conditions of the deal clear.
e.g. We can accept the goods solely on condition that you grant us
allowance of…per…
In contracts there are other prepositional phrases made up from
words. They are complex, and one must be attentive using them. The
prepositions also provided are the following: on conditions that; on
the understanding, etc.
e.g. We agree to this only on the understanding that the rate of
freight does not exceed.
Claims against the quality of vehicles may be submitted on
conditions that the defects are found within 40 days.
Such prepositional phrases are practically equal in meaning.
Subject to – a few contracts 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.
e.g. Our agreement is subject to the laws of Connecticut.
The wood goods hereinafter specified subject to a variation in
Sellers’ option of 20 per cent…
But there is another meaning of the prepositional phrase. It may
express some condition.
e.g. We offer you, subject to your acceptance by cable, 1000 tons
of ore.
The Sellers have sold and the Buyers have bought on the terms
and conditions set forth and subject to General Conditions on
Sale endorsed…
Exclusive – it’s important in contracts. English is vast and its
usage creates difficulties in many cases. Exclusivity as a term means
that somebody is bored from dealing with another one in a specified
area.
In the lexicon of contracts there are many foreign words, first of
all, Latin ones, such as pro rata and pari passu. Pro rata proves
helpful when payments are to be in proportion refuting prior formulas
in a contract.
e.g. Demurrage is to be paid per day and pro rata for any part of
the running day.
Pari passu is used when several people are paid at the same level
or time out of a common fund.
e.g. Fractions to be considered pari passu.
Still there are such words as inferior / superior, they are often
used to describe the quality of goods.
e.g. Should the natural weight be superior or the contents of
foreign admixture inferior…
We had specially selected the goods which were superior to the
samples in every respect.
Complaints and claims may arise in connection with inferior
quality of the goods, late delivery or non-delivery of goods.
Ad hac is also a Latin word, not often used in contracts nowadays.
It means now an arbitrary court for a concrete trial. Such Latin words
as ultima, proxima are now archaic and rarely used.
e.g. If the excess is discovered only on arrival of the goods at
their ultima destination in the U.K.
On the contrary, such a Latin adjective as extra, which means
additional, keeps being widely used in official English, and is quite
common for the colloquial style.
e.g. In order to obtain delivery we have had to incur extra
expenses for which we hold you responsible.
No extra payment is to be effected for any excess weight.
Very few words are borrowed from French. The most widespread of
them are force majeure, which is an essential clause of almost any
contract and serves to describe some unpredictable events that may
happen to goods while being delivered or other reasons, and amicably,
which means friendly.
e.g. Very often the parties amicably agree upon a settlement of the
claim in question.
The Sellers and the Buyers shall take all measures to settle
amicably any disputes.
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