Lexical peculiarities of contracts

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 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 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.

So, in contracts a person can come across a definite number of words and word combinations which make up lexical peculiarities of their texts. They all are rather bookish and belong to formal style of written English, not being used in informal English and rarely used in spoken formal English.

Conclusion

The research has allowed to reveal a specific character of contract as a type of business correspondence. The first, and most important of all, reason for considering contract business correspondence is formal style of its language. It means that in texts of contracts we can find a bright example of formal written English.

Formal style of English has such main features as conventionality of expression, absence of emotiveness, encoded character of the language and general syntactic mode of combining several ideas within one sentence. All that is revealed in texts of contracts through their vocabulary, grammar and style.

Stylistic peculiarities of business correspondence are based on the following factors. The syntactic pattern of business documents is one long sentence which consists of separate numbered clauses divided by commas and semicolons. Every clause is capitalised. That is done to show the equality of items of a document.

Written business English goes impersonal style. It means there are no direct addressees, passive constructions are used instead of active, a great number of amount words, modal verbs might and could instead of can and may. This all is done for a document to sound tentative and tactful.

No connectors are used in business correspondence as they convey a little information. In formal style whom is used instead of who. If there is a need in prepositions, they go before whom, which is not typical of informal style at all.

Stylistic peculiarities of formal written English also imply usage of words in their primary logic meaning and absence of contextual meanings. Formal English is characterised by usage of special terms. They all are precise in meaning and rather bookish. Among them there are a lot of words of the Latin, Greek and French origin, replaced in spoken English by words of the Anglo-Saxon origin.

These factors make up the standard of documents’ writing. Special forms help to focus readers’ attention on major information and simplify process of making a deal.

There are the following theoretical problems in studying the problem. First of all, there is a difficulty to draw a line between formal and informal English, as the latter influences formal style greatly. Sentences in documents are too long and bookish to be used freely. Documents are devoid of personal pronouns I, we, you. The language of documents lacks force and vividness to keep strict to the point. Meanwhile, it is hard to keep one’s attention while reading them due to this trait.

Contract is a type of a business document presenting an agreement for the delivery of goods, services, etc., approved and signed by the Buyer and the Seller. Its aim is to state conditions binding two parties in a deal and to reach agreement between them.

Contract has a written standard form. It also has some essential clauses, such as contract number, subject of contract, quality and price of goods, delivery terms, packing and marking, transport conditions, arbitration, force majeure, judicial addressees of the sides and their signatures. Some articles may be supplemented and altered. Every clause has its own specifics.

Besides a contract form, there are other forms related to it: Supplement to Contract, Order and Order Confirmation. The Master Pattern as a basis for standardised forms of enquires and offers is used at pre-contract stages of a deal. Contract is supported with requests, remindings, verifications of different terms, guarantee, waving inspection letters, etc.

Contracts differ in the point of deliverance, the way of deliverance, payment terms. Delivery terms are marked with the International Commercial Terms (Incoterms), which are mostly abbreviated. Abbreviations serve as signs of the code of documents.

Contracts can be export and import (orders). Import contracts include harder conditions towards sellers than export ones. As textual varieties contracts can be administrative-managerial, financial-economical, advertising, scientific-technical and artistic-publicational by sphere of circulation. The subject of a deal may be ordering and purchasing of oil products, machinery tools, grain, timber, and whatever possible.

As a type of a document, contract fixes some information. Stylistic peculiarities of contract are concreteness, conciseness, clearness of the idea, high capacity of information, strict logic, clear rhythm of sentences, word repetitions which accent the main idea, no connotations, cliches and stamps, usage of monosemantic words and words in their direct logical meaning, division of text into chapters, paragraphs, points, presence of definite syntactic structure.

The major difference of contract from other business papers is that it is made up by two sides, and information in them is approved by them both. All informational details are not suitable. Contract is formal, complete, clear, concrete, correct and concise. It is also neat and has an attractive arrangement. The tone of contract is neutral and devoid of both pompous and informal language. It means there are no colloquial words and expressions, idioms, phrasal verbs. Abbreviations are not used if possible. Full forms of words are preferable. Sums are written both in figures and words.

Grammatical peculiarities of contact are characterised by high usage of verbals. Its text is presented mostly with infinitive and participial constructions. Among infinitive constructions are singled out those ones with the Simple / Indefinite and Perfect Infinitives as adjuncts to active and passive (only in newspapers and contracts) verbs and the Simple Infinitives as complex adjuncts to active verbs.

Participial constructions are of the following types. Participle I refers to a noun in the General Case which goes before the participle. Perfect Participles are rare. Participle II either follows or precedes a noun.

As for the tense-aspect forms of the English verb, the Indefinite and Perfect tenses, both in the Active and Passive voices, are used instead of analytical forms. The past tenses are rarely used.

Shall and should are used with all numbers and persons. Omitting if in subordinate clauses is another feature of contract. The definite article is used with ships, the words Buyers and Sellers. It is not used, though, after prepositions of the Latin origin per and ex, with nouns followed by a number in sizes, codes, etc.

Lexical peculiarities of contract are the following. The lexicon of contract is stable. All words are used in their exact meaning. There is no emotional colouring of words. Practically in every contact there are compounds with where-, here-, there- (whereas, thereby, herewith, thereto, etc.), hereinafter, the aforesaid, phrases: (it’s) understood and agreed, including without limitation, assignees and licensees, without prejudice, as between us, solely on condition that, on conditions that, on understanding that, subject to, and others. In contracts are used words of the Latin origin: pro rata, pari passu, inferior, superior, ultima, proxima, extra, and French words: force majeure, amicably.

In such a way, all the formulated tasks have been solved and the purpose of the research has been reached. Linguistic peculiarities of contract, a kind of written business English, have been studied as groups of stylistic, grammatical and lexical peculiarities.

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