Linguistic Pecularities Of Contracts in English

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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 cliché 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 ones 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 its 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. Thats why it will be useful to say in such a situation as between us

: 28/01/2009