Answerkey

22a 1 advise: clients, corporations, defendants

Un 1 2 draft: contracts, decisions, law, legislation
3 litigate: cases, disputes
1 1 A international students who will be studying at English
universities 4 practise: law
5 represent: clients, corporations, defendants
B students who are going to study law in a European
6 research: cases, decisions, law, legislation
university
2 A 23 corporate lawyer, defence lawyer, government lawyer,
3 B patent lawyer, public-sector lawyer, tax lawyer, trial lawyer
25 1 barrister 2 Bar Vocational Course 3 call to the Bar
21b2c3a
4 bar association 5 bar examination
3 1 based on 2 disputes 3 legislation 4 bound by
6 admitted to the Bar 7 to disbar
5 provisions 6 custom 7 precedents 8 rulings
9 codified 10 non-criminal 26 1 He worked at G.R. Foster & Co. Solicitors, Cambridge, UK.
51c 2a 3b 4e 5d 2 He speaks English, French and Swedish.
3 He did his first degree at the University of Essex,
6 1 regulations 2 ordinance/by-law 3 bill 4 directive
5 statute Colchester, UK.
4 His main duty at the European Commission was
7 1 ordinance 2 regulations 3 bill 4 statutes
5 directive drafting opinions in English and French dealing with
contracts awarded for projects.
91e 2g 3i 4a 5b 6c 7d 8f 9h
l11c 2f 3a 4b 5d 6e 5 He is presently enrolled in a Master's Programme in
Law and Information Technology at the University of
12 1 breach of contract
Stockholm, Sweden.
2 The lawyer thinks it's hard to say.
27 1 He says that the firm is traditional, and people are
131e 2i 3b 4h 5g 6f 7c 8d 9a
hard-working and serious, but friendly.
14 1,2,3,4,6,7,9
151b 2e 3d 4a 5c 2 He says that the size sounds ideal, that it is not as
small as the firm he worked for in Cambridge, but not
16 1 draft: an answer, a brief, a complaint, a motion, a
too big either (unlike the EU Commission).
pleading
28 1 Mr Robertson 2 Full Partners 3 Real Property
2 issue: an injunction, a notice, a writ
4 Salaried Partner 5 Associate 6 Paralegal
3 file: an affidavit, an answer, a brief, a complaint,
29 Department/Company: is/are headed by, (is/are in charge
a motion, a notice, a pleading
of)
4 serve: a complaint, an injunction, a notice, a pleading,
a writ Person: is/are assisted by, is/are responsible for, is/are
in charge of, report to
5 submit: an affidavit, an answer, a brief, a complaint,
Both: is/are managed by
a motion, a notice, a pleading, a writ
31 Speaker 1: 3, 4, 5
17 inter alia, sic, e.g., v.
Speaker 2: 1,2,3,4
181c 2e 3f 4b 5h 6g 7a 8d
Speaker 3: 2,3,4
191d 2g 3a 4b 5h 6f 7c 8e 9j
10 i Speaker 4: 2,4, 5
Speaker 5: 1, 2, 3
20 1 barrister 2 attorney 3 in-house counsel
4 solicitor 34 1 Will improve future job opportunities
2 Four weeks
3 Do clerkships starting in first year of law school, in a
variety of firms

opportunity to work on prestigious cases ./

chance to rotate through different practice areas ./

asked to write briefs and letters ./
allowed to conduct research and manage court books ./
opportunity to make many contacts ./
more training offered ./
made to feel part of a team ./ ./
invited to participate in social events ./
family-like atmosphere ./

~ made good use of time ./ ./

 6 The statutes give wide leeway...
Un 2 7 It is possible that the court will take this into
1a5 b4 c1 d6 e2 f3 consideration and hold that...

2 officers, partners, directors, managers, 8 The court might then hold that...
company secretary, auditor 9 Courts are usually reluctant to ...
31e 2f 3c 4j 5b 6h 7d 8a 9i 10 The facts in this case simply do not justify ...
11 I therefore conclude that...
10 g
4 2,3,5,7,8 27 Suggested answer
5 C corporation Dear Mr Carpenter
61e 2a 3c 4b 5d You have requested advice concerning the founding of a
7 2,4 Limited Liability Partnership (LLP) and whether this form of
8 1 True 2 False 3 False 4 True company would be advantageous for your accounting firm.
9 1 expired 2 entitled to 3 in lieu thereof 4 provided I have now had an opportunity to research the matter and
5 repealed 6 amended 7 vested in can provide you with the following advice.
10 1 a: lines 1, 7 First, allow me to outline the features and some
b: lines 8, 12 (both) advantages of an LLP. In an LLP, obligations accrue to the
2 It can be deleted without changing the meaning of the name of the partnership rather than to the joint names of
sentence. its individual members. Similar to a shareholder in a
3 a limited liability company, an individual partner is only
11 3,6 personally liable for his pre-determined contributions to
12 1 False 2 False 3 False 4 True 5 True 6 True partnership funds. Unlike a limited liability company,
7 False however, the LLP is more flexible in terms of decision-
131b 2d 3c 4a 5f 6e making. Furthermore, board meetings, minutes books and
15 The Bill is intended to stop businesses (particularly annual or extraordinary general meetings are not required.
accountancy firms) moving abroad because of the current In addition, the LLP enjoys the tax status of a partnership
rules governing the liability of partnerships. and the limited liability of its members.
16 1 d 2 e 3 b 4 f 5 a 6 c However, an LLP also has some significant disadvantages.
17 1 True 2 False 3 False 4 True The accounting requirements are very demanding and are
expensive to comply with for small and medium-sized
19 The dispute involves whether the directors were acting
lawfully when they called the annual shareholders' LLPs, as accounts must be professionally audited. It
should also be mentioned that there is a restriction on
meeting early.
20 1 b 2 c 3 d 4 b the management freedom of an LLP. Each LLP must
21 1 b 2 a 3 a 4 b 5 a 6 b appoint a member who is responsible for administrative
22 1 They stipulate a deadline before which the directors obligations. This member may incur criminal liability in
must, at their discretion, determine when to hold the certain circumstances. Moreover, an LLP member enjoys
shareholders' meeting for elections of the board. less limited liability toward third parties for negligent acts
2 The shareholders claim that the board held the annual or omissions in the course of his duties than a company
shareholders' meeting early to strategically circumvent director. Finally, in the case of insolvency, stricter
provisions apply to an LLP.
an anticipated proxy fight in order to perpetuate their
control of the company. Weighing the above considerations carefully, I firmly
3 It might be used to define the board's duty to act and, believe that it would be a wise decision for your firm to
depending upon the severity of the potential breach of form an LLP. As an accountancy firm, you should have no
such duty, the court might step in and overturn the difficulty complying with the stricter accounting
board's decision. procedures.
24 1 state 2 requires 3 precludes Please contact us if you have any questions about the
25 1 The purpose of the letter is to provide the lawyer's matters here discussed, or any other issues.
Yours sincerely
client with an understanding of the legal aspects of the
Paul R. Sutherland
case in which the client is involved.
2 It was probably written at the shareholders' request so
that they could make an informed decision about how
Language Focus
to proceed regarding the matter.
3 Paragraph 1: Referring to the subject matter 1 2 elapsing 3 discretion 4 prerequisite
Paragraph 2: Summarising facts 5 interpretation 6 permit
Paragraph 3: Summarising facts; Identifying legal issue 2 2 states 3 provisions 4 to 5 make
6 on behalf of
Paragraph 4: Referring to relevant legislation/
regulations; (Referring to previous court decisions)
Paragraph 5: Summarising facts; Referring to previous
court decisions; Drawing conclusions
26 1 I have now had an opportunity to research the law on
this point and I can provide you with the following
advice.
2 To summa rise the facts of the case, ...
3 The issue in this case is whether the ...
4 The bylaws of the company state that ...
5 The law in this jurisdiction requires ...

Answerkey
E
 3 2 Shareholders can express their disappointment with
the company's performance by either getting rid of their
Verb Abstract noun Personalnoun shares or in some way exercising their voice by
administrate administration administrator communicating their concerns to the company's board.
3 The one-tier board consists of directors, executive as
audit audit auditor well as non-executive, who are appointed by the
liquidate liquidation liquidator controlling shareholders and who must answer to the
annual meeting. A two-tier board consists of an
Qillpetrate perpetration Qillpetrator executive board and a supervisory board. The
appoint executive board includes the top-level management
appointment
team, whereas the supervisory board is made up of
assume assumption outside experts, such as bankers, executives from
authorise authorisation other corporations, along with employee-related
representatives.
form formation 9 1 F 2 E, F,(G) 3 C, D 4 B 5 G 6 C 7 A 8 E
10 Suggested answers
llisue llisuancejllisuing
1 the division of investments among various assets such
omit omission that the failure of or loss in one investment will not
necessarily financially devastate the company, since
provide provision other investments remain viable
redeem redemption 2 questions which the respondent would prefer not to
answer. Simply asking them may cause the respondent
reauire reauirement
some embarrassment. For example, How can you
resolve resolution justify the award of a 15% pay rise for the CEO when
dividends have fallen by 50%?
transmit transmission
3 the communication or sharing of knowledge between
parties
42d 3a 4b
4 encounter negative factors that prevent or hinder one
5 2 in the course of j by way of 3 by way of from obtaining one's goal
4 in terms of 5 in response to 6 in response to 5 the well-known philosophical problem that there are
7 in terms of 8 by way of some things which may be in everybody's collective
62c 3d 4b 5a
interest, but which are not worth anybody's individual
7 an action, an appeal, an amendment, a brief, charges, effort. For example, I might benefit from the
a claim, a complaint, a defence, a document, construction of a new bridge, but not enough to justify
an injunction, a motion, a suit building it by myself. Even if I could assemble a large
team of friends to help me build it, there would still be
Un 3 some potential beneficiaries who have not contributed
(free-riders). The problem is how to persuade
1 1 False 2 True 3 True 4 True individuals to be contributors rather than free-riders.
21e 2h 3f 4c 5d 6g 7b 8a 6 If I don't like the way I am treated in a shop, I can
31c 2e 3b 4a 5d 'vote with my feet' by leaving the shop and not
5 Suggested answers returning. If enough 'voters' do the same, either the
2 Ordinary shares have the potential to give the highest service will have to improve or the shop will fail. In this
financial gains, as they give a pro-rata right to context, it means showing your dissatisfaction by
dividends, as opposed to preference shares, which selling your shares and leaving the company.
have a fixed dividend and do not give an increased 7 be accountable for one's actions to the shareholders
return in relation to the business's profits. at the yearly shareholder's general meeting
3 In contrast to ordinary shares, preference shares are 8 collaborating or working together to resolve any
relatively low risk, as the shareholder has the right to a disputes or disagreements
dividend ahead of ordinary shareholders. 9 a regulatory framework or structure in which the
4 Ordinary shareholders are the last to be paid if the employees are granted the right to participate in the
company is wound up, as opposed to preference management of the company
shareholders, who are repaid the par value of their 10 in the public eye, subject to public scrutiny, for example
shares first.
by the media
6 1 The purpose of a rights issue is to raise cash from 11 1 c 2 d 3 b 4 a
shareholders.
12 1 exercise: authority, caution, control, force, influence,
2 If they do not wish to buy the newly issued shares, power, pressure, restraint, rights
they have the option to waive their pre-emption rights 2 restrict: access, authority, benefits, capital, control,
or to vote to cancel them; the shares may then be freedom, power, rights, sales, spending
issued by the company to third parties. 3 accrue: benefits, capital, interest, profits, revenue
71b2c3c4a
4 dismiss: a case, a charge, a claim, an employee
8 1 The right to receive the residual income based on 13 1 dismiss 2 exercise 3 exercise 4 restrict
shares owned in the company, and the right to transfer 5 accrue(d) 6 exercise 7 restrict 8 dismiss
ownership of the shares to others. 14 Suggested answer
Dear Mr Fraser
Thank you for your email of 26 September, in which you
request information concerning the two-tier corporate
management system found in German-speaking countries.

~
 I understand you are interested in investing in a German 29 share(s)
company and would therefore like to have a clearer idea 30 1 Under 2 to 3 into 4 to 5 to 6 into; with
about how this system differs from the one you are
familiar with here in England.
Allow me to provide a brief explanation of how the two Language Focus
systems differ. In the German two-tier system, in contrast 1 2 conversely 3 discretionary 4 suggest 5 therefor
to the Anglo-Saxon one-tier system, there is an executive 6 postpone
board and a supervisory board. The executive board 2 2 of; from 3 for; under 4 in; with 5 on; by; to
consists of the top management, and the supervisory 6 into
board includes outside experts and executives from other 3 2 unlikely 3 irrespective 4 illegal 5 abnormal
corporations, as well as employee-related representatives. 6 unlimited 7 unrestricted 8 indirect 9 informal
The supervisory board serves to oversee the management 10 incomparable
and resolve conflicts between shareholders, managers and 4 2 f pre-emption 3 i refusal 4 d consolidation
employees. Unlike in Anglo-Saxon countries, employees of 5 g division 6 c resolution 7 a diversification
large corporations in Germanic countries are entitled to 8 b amendment 9 h reliance
elect half of the members of the supervisory board, and so 5 We wish you a Merry Christmas and a Happy New Year!
employees have greater representation on the board.
I hope these remarks are of use to you, Please do not
hesitate to contact me should you have any further
Un 4
questions. 11d 2b 3e 4c 5f 6g 7a
Yours sincerely
2 1 acquired company 2 friendly takeover 3 target
Max Appleby 4 voluntary liquidation 5 insolvent
16 1 False 2 False 3 True 41c2c3b
17 1 A school of thought that believes that (legal) 5 1 False 2 True 3 True 4 False 5 True 6 True
documents should be written so that they can be
6 1 to introduce myself 2 I'm with the 3 be speaking
understood the first time they are read, about 4 going to tell 5 interrupt me 6 overview of
2 Because the language of law is conservative and text 7 few comments on 8 deal with 9 discuss
based, and has a tendency to stick to tradition. 10 have time for 11 move on to 12 conclude with
3 That lawyers deliberately keep the language difficult to 13 discussion
understand so that there is more need for their services. 7 a: 1,2
18 Passive verbs: may be issued; received; may be b: 3,4,6, 7,8,9, 11,12
transferred; shall be divided; shall be entitled; declared; c: 5, 10, 13
shall be paid; (shall be) set apart; shall first have been 8 A spin-off is any distribution by a corporation to its
paid; (shall first have been) declared; (shall first have shareholders of one of its two or more businesses
been) set apart; shall be distributed (paragraph 1).
Archaic words and expressions: thereto; thereon; per 9 a 4 b 3 c 1 d 2
annum; thereof
10 1 When two businesses have become incompatible;
19 such amounts: those amounts or any amounts when investors and lenders only want to provide capital
such dividends: these dividends or dividends of this kind
to one business operation, not all;
such payment dates: these payment dates or the payment when owner-managers have different philosophies;
dates mentioned
in the case of publicly held companies when the stock
20 1 c 2 b 3 a 4 e 5 d 6 f
market would value the separate parts more highly
21 1 thereto 2 therein 3 therewith 4 therefor; thereof than combined operations;
5 thereon 6 thereof
when the separation of business operations could lead
23 as far as I'm concerned, In my opinion, The way they see to a greater drive for success.
it, I think, To my mind 2 Code Section 355 permits a spin-off to be
24 1 opinion 2 see 3 mind 4 my 5 ask 6 pOint accomplished without tax to either the distributing
7 concerned 8 think 9 seems 10 firmly 11 me corporation or the receiving shareholder,
12 would
13 1 They are discussing an increase in a company's share
26 The new law specifies that companies are permitted to capital.
buy back their own shares and hold them in treasury 2 A board meeting and an EGM
rather than having to cancel them. (Paragraph 3). 3 Three: the ordinary resolution, the notice of increase of
It has been enacted to assist companies amend their nominal capital and the amended memorandum
share capital without incurring the costs of cancelling and 14 1 share capital 2 Determine the amount
re-issuing shares that exist under current legislation. The 3 a board meeting 4 directors 5 pass a resolution
new law will also bring the UK into line with other EEA
6 short notice 7 chairperson 8 a simple majority
countries. (Paragraph 5). 9 within 15 10 nominal capital
27 The six limits are:
16 1 The company secretary usually writes the minutes of a
() It only applies to shares listed on London Stock meeting,
Exchange's official list, AIM or comparable EEA market. 2 In his or her role as corporate counsel, a lawyer often
0 Shares must be held in treasury until they are resold has to read such texts to make sure everything has been
or transferred to an employee share scheme. carried out in accordance with the relevant statutes.
\) Companies must buy back shares out of distributable 17 The board meeting was called to vote on the allotment of
reserves.
shares (increase authorised share capital),
0 Bought-back shares must not at any time exceed 10% The EGM was convened to authorise the directors to
of issued share capital. increase the company capital, allot the shares and
0 Surplus shares must be disposed of within 12 months. disapply the requirements of s89 Companies Act 1985.
0 While in treasury, shares have no voting rights and are

E
not entitled to dividends.
Answer key
 18 1 It was resolved that the applications for the allotment raise the share capital of the company by 50,000, was
of shares be approved subject to their approval of the presented to the board. However, as the charter of the
extraordinary general meeting; that the notice be company did not grant authority to raise share capital in
approved to hold an EGM at which the proposals to this manner, a notice of an extraordinary general meeting
increase the Company's share capital, to authorise was presented, containing the details of the proposed
directors to allot the new shares and to disapply the increase in share capital. The board approved the notice,
requirements of s89 Companies Act 1985 would be and it was forwarded to all of the members, including
voted on; that the application by the members for yourself, for consent to the short notice of the
additional shares be accepted and that the capital of extraordinary general meeting. The board meeting then
the Company be allotted to the applicants on the adjourned to allow for consents to the short notice to be
terms of the application. obtained and to hold the extraordinary general meeting.
2 Entering the names of the applicants in the register of The extraordinary meeting was then held after consents to
members of the Company as the holders of the shares the short notice were obtained from all the members, and
allotted; preparing share certificates in respect of the the meeting approved all of the resolutions in the notice.
shares allotted; arranging for the common seal to be Based on the authority provided by the approval of the
affixed to them and for the share certificates to be extraordinary general meeting, the board raised the share
delivered to the applicants; preparing and filing with the capital of the company through the issuance of the
Registrar of Companies Form 88(2) (return of allotments) 50,000 new shares. The company secretary was then
in respect of the allotment just made; Form 123 (increase instructed to take care of all the administrative matters
of capital); and the special and ordinary resolutions in related to the increase and the meeting was closed.
connection with raising capital for the Company. I hope that the information I have provided meets your
19 to confirm, to resolve, to note, to report, to propose, to requirements. Should you have any further questions, do
declare, to inform, to instruct not hesitate to contact me.
20 to give notice of a meeting (notice of the meeting had Yours sincerely
been given), to be present at a meeting (was present at Ann Walsh
the meeting), to present X to a meeting (Applications were
presented to the meeting, There was presented to the
meeting), to propose a resolution (resolutions would be Language Focus
proposed), to hold a meeting (the meeting be held 1 2 related to 3 liable 4 contend
immediately), to adjourn a meeting (The meeting was 5 add on 6 relevant
adjoumed), to resume a meeting (The meeting resumed at 22d 3a 4b 5g 6e 7f 8 c
8 p.m.), to set out a resolution (the resolutions [which had 3
been] set out), to pass a resolution (the resolutions ...
had been duly passed), to file a resolution (to prepare and
file ... the special and ordinary resolutions), to close a
meeting (the meeting was closed)
21 meeting: arrange, attend, call, cancel, convene, preside at,
schedule, summon
resolution: adopt, authorise, draft, endorse, introduce,
oppose, pass, table
22 1 It is a letter of advice.
2 The query it responds to is whether it would be
possible to set aside the transaction described in the
letter on the basis of the shareholder's rights.
23 1 False 2 False 3 True 4 True
241e 2a 3d 4c 5b
26 1 You have requested advice regarding your rights as
stockholder in Alca Corporation (the "Target
Corporation") which entered into a stock-for-assets
agreement with Losal Corporation (the "Purchasing
Corporation"). 4 2 preside at 3 dispose of 4 complied with
2 The advice and statements set forth below are based 5 entered into
on the facts you presented to me in our telephone 5 reduce share capital, pass ordinary resolution, follow
conference of January 27. proper procedures
3 As always, I remain at your disposal should you wish to 6 2 undertaking(s) 3 merger 4 transformations
discuss your options. I look forward to hearing from 5 reconstructions 6 alteration 7 amalgamation
you and answering any further questions you may have. 8 union/uniting
27 Suggested answer 72f 3h 4d 5g 6b 7c 8a
Dear Mr Louis
I am writing in response to your query of 12 September in
which you request information regarding the board Un 5
meeting and extraordinary general meeting of Longfellow 1 a 3 b 5 c 4 d 1 e 2
Ltd which were held on 10 September. I will summarise 2 1 c 2 d 3 b 4 a
the circumstances under which the meetings were 3 1 e 2i 3d 4g 5b 6h 7 a 8 j 9 c
convened, as well as the resolutions passed. 10 f
As you may know, a board meeting was held to determine 5 1 Liquidated Damages 2 Acceleration
whether new shares could be issued to certain existing 3 Force Majeure 4 Assignment 5 Termination
shareholders in the company. The proposal, which would 6 Entire Agreement / Merger / Parol Evidence

3
 6 Suggested answers this case, he suggested reducing the length of the non-
1 responsibility to pay compensation competition clause to one year) in the expectation that
2 the party alone can decide the other party would suggest a number that he in turn
3 carry out later or not at all couldn't accept (the other party suggested two years), with
4 agreement given before in writing the hope that they would agree to meet halfway at a
5 If Operator defaults in performance... number Mr Johansson actually wanted originally.
6 do nothing 20 1, 2, 3, 4, 5, 6, 9
7 attachments 21 a Our proposal is to ...
8 considered We suggest...
7 1 A non-competition agreement. We'd like ...
2 Because it is an agreement template. What we're looking for is ...
8 2b: Confidentiality b I think we could live with that.
3: Consideration That's certainly a step in the right direction.
5: Severability I'm afraid that's out of the question.
6: Payment of Costs We'd be happy with that.
9 1 to comply with 2 shall be stricken 3 ascribed to c I'm afraid we can't go along with ...
4 commencing 5 has acquired 6 contemplated by That would be difficult for us.
7 shall expend We're not entirely happy with that.
11 1. 3, 5, 6, 8, 9 The most forceful phrase for rejecting a proposal is I'm
12 1 While bargaining, it means giving up some items in afraid that's out of the question.
order to get other ones from the other party. 23 Suggested answers
2 The purpose of a merger clause is to ensure that email, e-signature, e-cash, e-commerce, e-evidence, e-Iaw
anything that was said or written before the agreement 241b 2d 3c 4e 5a
is not admissible in proceedings unless it is explicitly 25 1 The term 'digital signature' has been used for various
written in the agreement. methods of indicating an electronic signature, such as
13 Now I'd like to move on to the topic of using agreement typing the signer's name into the signature area,
templates and term sheets. It's common to start out with pasting in a scanned version of the signer's signature,
an existing contract template, which gives you a kind of clicking an 'I Accept' button or using cryptographic
blueprint of the things that are usually included in such an 'scrambling' technology. However, it is now becoming
agreement. It's important to realise that negotiating with a standard to reserve the term 'digital signature' only for
contract template means that it's necessary to review the cryptographic signature methods, and to use
terms and conditions it contains carefully. Please note 'electronic signature' for the other paperless signature
that you have to consider what is not in the agreement methods mentioned above.
but should be, that is, what's missing and should be 2 The most significant legal effect of the new e-signature
added. This is really just as important as carefully law is to make electronic contracts and signatures as
reviewing the language in the agreement. Here. I want to legally valid as paper contracts.
stress that it'd be wise to consult with a senior lawyer, 3 These websites need enforceable agreements for
preferably someone who has experience negotiating ordering supplies and services. For them, the new law
agreements of the kind that you are negotiating. is essential legislation because it helps them conduct
When using a term sheet as the basis of negotiations, it's business entirely on the Internet.
imperative to keep good notes of all discussions or emails 4 An online company must provide a notice indicating
regarding the items on the sheet. Term sheets are usually whether paper contracts are available and inform
used by lawyers to transfer the terms that have been agreed customers that if they give their consent to use
into an official agreement, so it's crucial that the information electronic documents, they can later change their
on these sheets is precisely what's been agreed on by all minds. The notice must also explain what fees or
parties. Sometimes a lawyer will incorporate items from a penalties might apply if the company must use paper
term sheet onto an agreement template. In such a case, he agreements for the transaction. Furthermore, the
should be careful not to include language originally in the notice must also indicate whether the customer's
template that isn't appropriate. consent applies only to the particular transaction at
Adverbs can be added to:
hand, or whether the business has to get consent to
It is (particularly) important to realise ... use e-documents/signatures for each transaction. Prior
Please note (especially) that ... to obtaining consent, the business must also provide a
Here, I (particularly) want to stress that... statement outlining the hardware and software
14 1 d 2 e 3 a 4 b 5 c requirements to read and save the business's
15 1 The To, From and Date lines 2 Subject: In-company electronic documents. If the hardware or software
seminar on contract negotiations 3 Paragraph 1 requirements change, the business must notify
4 Paragraphs 2 and 3 5 Paragraph 4 customers of the change and give them the option to
17 They are talking about a franchise agreement. revoke their consent to using electronic documents.
The two clauses they mention are the non-competition 5 The law does not define an electronic signature, or
clause and the arbitration clause. stipulate what technologies can or should be used to
18 1 False 2 True 3 True 4 False create an electronic signature. The law establishes
19 One of the techniques Arthur Johansson used was horse- only that electronic signatures in all their forms qualify
trading, i.e. trading one item (in this case, offering to be as signatures in the legal sense.
flexible on the arbitration clause) for another (getting the
other party to reduce the scope of the non-competition
clause). The second technique he used was to suggest a
number that he knew the other party would not accept (in

Answer key
E
 26 4

5 2 express 3 non-binding 4 invalid

6 2 by 3 in 4 for 5 herein 6 hereby 7 by
It is an example of a merger / entire agreement / parol
evidence clause.
28

Un 6
1 Pecuniary compensation
2 1 True 2 False 3 True
31d 2e 3a 4g 5b 6c 7f
5 Liquidated damages are defined as 'provisions in a
contract stipulating the amount required to compensate
an injured party in the event of a breach'.
61d2a3c4b
7 1 False 2 False 3 True 4 True
9 1 breach of contract 2 compensate an injured party
3 bargaining power 4 clause at issue
10 Section 2: In many jurisdictions, the courts will sever...
The result is that the non-breaching party is forced to
* These could also be thought of as 'adverb + adjective' prove. ..
combinations. Section 3: The recent tendency of the courts is to give
29 consent less or no weight to ...
30 1 f 2 d 3 e 4 a 5 c 6 b ... the courts take into consideration...
As such, the court must assess whether...
Section 4: The courts generally look to ...
Language Focus In rare cases, ... the courts will not enforce...
5 unwarranted 11 Suggested answers
1 2 whereas 3 injunction 4 breach
6 contention 7 efficacious 1 The court overturned/reversed the decision. (opposite
2 meaning to upheld)
2 The court rejected the suit on the grounds that...
(same meaning)
3 The court agrees/rules that... (same meaning)
4 The court is hesitant to / is unwilling to ... (same
meaning)
13 1 True 2 False 3 False
14 1 produced 2 a third party 3 signature 4 transfer
5 harmful
15 The whole system works like this: the court must first
determine whether an order for specific performance should
be granted. Of course, the breaching partv can do two things:
either comply or not complv with the order. In other words.
the defaulting partv either takes the action necessary to
perform the contract or he doesn't. If he doesn't, the other
party can decide to go to the judicial enforcement agent. This
judicial enforcement agent is called the foged in Denmark. ~
3 2 signed 3 (had) breached 4 is terminated / foged is similar to the bailiff in common law. He basically
fulfils the functions of a bailiff. The Danish Code of Procedure
terminates 5 to be renewed 6 modify
17 regulates what the foged has to do. This code stipulates
that the fOl!ed can convert the plaintiff's claim into money

3 damages. So, in reality, most claims for which specific

performance is granted are converted into monev damages.
17 1 Because on-time performance of the various parts of a 3 Under the reliance principle, if one party to a contract
construction agreement is crucial. If the foundation of tells the other party to the contract that it will not
a building is not performed on time, then the next abide by what they agreed to in the contract, then this
step, and the workers involved, must wait. This may other party (non-breaching party) can legally rely on
result in workers being paid to wait and, in turn, losses this verbal notice of intent to breach and take action
being incurred which must be compensated by the accordingly. This principle relates to the case at hand
party who has failed to perform on time. because the seller has attempted to make deliveries
2 Time is of the essence means that it is essential to under a long-term contract with the buyer, but the buyer
the parties that performance takes place in refused to accept the goods on the first delivery date.
accordance with the times specified in the agreement. Since the contract was for deliveries over a number of
Failure to perform by the time specified is a breach of years, the reliance principle can apply if the buyer has
contract by the non-performing party. informed the seller that it will continue to refuse the
3 $10,000 goods for the remaining term of the contract.
4 If money is due the Contractor, the amount of damages 31 The courts here have reasoned that...
will be deducted from this, or if no money is due the Admittedly, there is a precedent stating that ...
Contractor, he will pay the amount to the Owner. In a leading case on this point, Judge Hand stated that...
18 1 by way of 2 prescribed 3 in excess of This seems to be the majority position in this jurisdiction.
4 mutually 5 is due 6 inclusive of 7 as aforesaid
8 deducted from
19 The program written by the software company contained Language Focus
unnecessary code and did not function with Macintosh 1 2 intensify 3 injury 4 occasion 5 curious
computers, so the client had to have it rewritten. 6 the Court argued
20 Read through the contract. 2 2 held that / ruled that 3 dismissed/rejected;
21 1,3,4,5,7 finding that
221c 2b 3c 4b 3
24 1 e 2 c 3 a 4 d 5 b
26 1 The memo provides a written record of the meeting. Verb Noun
This avoids any confusion or misunderstandings later
on and gives the client the opportunity to query any of
the points mentioned.
2 Factual mistakes: Client gave a 10% discount. intention
Additional information: The lawyer does not know
whether the contract with Glaptech waives consequential
damages or not. She still has to look at the contract.
3 At this stae:e in the matter. it would be helpful if vou
could e:ive me anv documents or information which
relate to the dispute.
Naturallv we will require a copv of the contract
concluded with Glaptech. anticiQQtion
In addition. it would be extreme Iv useful if vou could
compu!Qtion
provide documents indicatine: the nature and extent of
your previous business relationship with the ferry
company, as well as anvthine: that would bear witness to
the poor quality of the faulty software program provided 42a 3e 4b 5d 6h 7f 8i 9g
by Glaptech. 5 1 award, claim, collect, mitigate, seek, sue for
4 The courts in our iurisdiction tend to strictlv construe 2 contain, exclude, interpret, perform, strike, violate
contracts between commercial parties and are e:enerallv 6 2 result from 3 thereof 4 ascertain 5 on
hesitant to award consequential damae:es unless the 6 herein 7 shall
plaintiff can clearlv demonstrate that the loss was 72b 3f 4c 5a 6d
foreseeable to the defendant. The court will look at the
course of dealings between you and Glaptech, as well as
any documentation you can produce which indicates that Unit 7
Glaptech could have reasonably foreseen the loss. 1 1 True 2 True 3 False 4 False
27 a 2 b 6 c 3 d 7 e 1 f 5 g 4 2 1 Novation 2 benefits 3 third party 4 novation
28 Use the email on page 87 as a model. 5 novation 6 assignment 7 Assignment
29 I will outline the law in this jurisdiction as it applies to the 8 parties 9 assignment 10 novation
facts in the instant case.
3 2 impose duties: This means to place obligations on
30 Suggested answers someone in a contract.
1 The issue in the instant case is whether a seller may 3 enforce contractual provisions: This means to make
sue a buyer for anticipatory breach of contract when someone do or not do something as stated in a contract.
the buyer tells the seller that he will not accept the 4 render performance: This means to do or not do
goods, even though the seller was not yet obligated something as stated in a contract.
under the contract to deliver the goods. 5 delegate duties: This means to give duties to someone
2 The non-breaching party in this case has two options: else to do on your behalf.
firstly, he may trust what the buyer has said and 6 assign rights: This means to transfer the rights to a
conclude that, legally, he no longer has to do the things third party so that they have them.
he promised to do under the contract. Secondly, he
could continue to act as if the contract was still in force,
as long as this does not cause any harm to the buyer.
Answer key
E
 4 2 delegator; delegate(e) 3 obligor; obligee I also recommend explicitly stating the reason why the
4 assignor; assignee defendant dislikes your client - that there was a lawsuit is
6 The non-assigning party has the right to elect to refuse not enough. It is imperative that you point out that the
and avail himself of or consent to the assignment, defendant lost the suit and had to pay high damages to
transfer or sale of interest in the shares, except for the your client and therefore dislikes him.
transfer to the party's heirs, personal representatives or Finally, I suggest emphasising that your client informed
conservators in the case of death or legal incapacity, the defendant that time was of the essence in the matter
7 1 In the case of a transfer of one party's interest in the of the assignment - this makes the delay appear more
Agreement to the party's heirs, personal representatives like an intentional attempt to harm your client.
or conservators in the case of death or legal incapacity. Hope that these comments are of use to you. Feel free to
2 The written notice must set forth all of the terms and contact me again if you have any questions.
conditions of the proposed assignment and all Best
available information concerning the proposed Sam
assignee, including but not limited to information 22 1 Monday, not any other day 2 the new client, not the
concerning the proposed assignee's employment new boss or the new cleaner 3 the new client, not an
history, financial condition, credit history, skill and existing one 4 meeting, not phoning or emailing
qualifications, and in the case of a partnership or 5 We're attending the meeting, not anyone else
corporate assignee, of its partners or shareholders. 23 Suggested answers
3 Within ten days after receiving the notice (or, if Don't worry if you underlined other words as well as those
additional information is requested, within ten days shown. It is sometimes difficult to distinguish between
after receiving the additional information), the non- words given emphatic stress and those with normal
assigning party may either consent or withhold its sentence stress.
consent to the assignment, or accept the assignment Based on the evidence presented, the court must
to itself or to its nominee upon the terms and conclude that sufficient evidence supports a
conditions specified in the notice. The non-assigning determination that the defendant unreasonablv withheld
party may substitute an equivalent sum of cash for any consent to the assignment.
consideration other than cash specified in the notice. The defendant nevertheless asserts that they did not
Slg 2c 3e 4a 5f 6d 7b refuse consent, but merely delaved giving my client an
9 2,4,6 answer until additional information was obtained. We reiect
11 The three points of evidence Ron will use are: this argument. The terms of the lease provided that the
(; excellent credit rating of prospective buyer; defendant could not unreasonablv withhold consent, but
0 expert witness on commercial lease transactions who this is exactlv what it did. As defined in Webster's Third New
will testify that Jones had sufficient information to International Dictionary, 'withholding' means 'not f!:iving',
make a decision; while 'refusing' on the other hand may require some
0 evidence that suggests the relationship between the affirmative act or statement. Jones Corporation did not
men was not a good one. refuse consent, it is true. But Jones Corporation's decision
12 1 The purposes of the email are to inform his colleague to delav consent amounted to a withholding of consent,
about the progress of the case and to get feedback on especially given my client's indication in a letter to the
his closing argument. defendant that time was of the essence. And, as noted
2 He would like to get suggestions for improving his above, the evidence supports the determination that this
argument from his colleague. decision was unreasonable. Therefore, the defendant's
13 mind looking ... letting; appreciate getting; look forward to attempt to distinguish between withholding consent and
hearing (NB the latter is a phrasal verb (look forward to) refusing consent is unavailing under the lease provision
followed by an -ing form) here.
14 1 a 2 b 3 a 4 a 5 a 6 b 7 a 8 a 25 Suggested answers
15 1
suing 2 giving 3 breaching 4 to re-draft As we have clearlv demonstrated here today, the contract
5
gathering 6 hearing 7 to tell 8 arguing concluded between my client and the defendant, the software
16 3,
4, 6 design company Glaptech, unambiguouslv stipulates that the
17 1
True 2 False 3 False defendant agrees to create a computer program enabling ill!
1Slc 2d 3e 4 b 5 a customers to book a ferry passage online. Specifically, the
19 a 2 b 5 c 6 d 4 e 1 f 3 contract express Iv reads that the program must work for "ill!
20 Suggested answer customers using modern home computers." We heard today,
Dear Ron in the testimony of a recognized computer expert, that the
In response to your email this morning, let me first say concept of "modern home computers" can reasonablv be
that I enjoyed reading your closing argument - well done! construed to include Apple Macintosh computers. Therefore
You asked me to give you some feedback, which you will we must conclude that the creation of a program which does
find in the margins of the attached document. For the not function on this verv tvpe of computer system constitutes
most part, the changes which I think should be made a clear breach of the contract concluded between my client
involve giving more emphasis to important points and and the defendant.
generally being more explicit. 26 1 c 2 a 3 b
I suggest emphasising that the delay was clearly 27 Suggested answers
unreasonable (due to perfect credit rating and sufficient The court gave weight to the evidence provided by the
information being provided). I don't think the importance expert witness.
of this point can be stressed enough. I would even repeat The court's determination that the withholding of consent
the word 'unreasonable' a few times! You also need to be was unreasonable was supported by the evidence.
more explicit about the evidence showing that the delay In reaching its decision, the court drew inferences of fact
was based on personal animosity. from the evidence submitted.

3
28 The text is about a new law in England, Wales and
Northern Ireland which came into force in 2000 and which Un 8
gives third parties to a contract additional rights.
29 1 c 2 d 3 b 4 e 5 a 1a5 b6 c4 dl e7 f3 g2
21c2a3d4b
30 1 The act applies to contracts governed by English law or
3 Suggested answers
the law of Northern Ireland entered into beginning May
1 This means 'interpreted or understood to be
11, 2000, as well as to each English law contract
discriminatory' .
entered into beginning November 11, 1999, which
expressly provides for its application. 2 This refers to adjustments which are fitting and
2 A person that is not a party to a contract will be appropriate, and not excessively costly.
3 This refers to damages awarded for feelings of
permitted to enforce its terms if the contract expressly
provides that the non-party may do so, or if one or disappointment, frustration, grief, humiliation, etc. arising
out of the manner, and possibly the fact, of dismissal.
more terms of the contract purport to confer a benefit
41c 2d 3a 4e 5b
on the non-party, unless on a proper construction of
6 Both a case bonanza and a boom in work mean an
the contract, it appears that the parties did not intend
extremely large amount of cases to work on.
the term to be enforceable by the non-party.
7 One directive would outlaw discrimination on the basis of
3 The advice is given that contract drafters should
age and religion.
consider whether any third party has been given rights
The second deals with discrimination based on race and
under a contract. The parties may agree in the contract
ethnicity more generally.
to exclude the application of the statute to prevent one
The third will provide support for education on race
or more of the parties from being exposed to
unexpected claims by third parties who were not discrimination issues and for groups which target race
discrimination.
intended to be beneficiaries of the contract.
8 1 False 2 False 3 False 4 True
31 1 d 2 c 3 a 4 e 5 b
91c2d3b4a
10 1, 3, 4, 6
Language Focus 11 1 b 2 a 3 a 4 b
12 Documents attached: revised entry of appearance and
1 2 intensity 3 enlist 4 propose 5 appeal
document providing complete factual account of
2 1 contrary; shall; to 2 withhold; thereof; conditions
circumstances of theft
3 have; approval 4 to; entity
Phrases in the email for referring to attachments:
3 2 to 3 under 4 from 5 to 6 against 7 to
S upon I attach the revised entry of appearance form which you
requested.
4 1 to; under; to 2 to; to; under 3 to; on
4 of; against Dlease find attached a document providing...
13 See phrases a-j in Exercise 14.
5 2 lessor/lessee, a 3 mortgagor/mortgagee, c
141d 2e 3i 4h 5j 6b 7a Sf 9c
4 transferor/transferee, b
6 10 g
15 Suggested answer
Dear Gwen
Further to our phone conversation on Monday, I would like
inform you of the steps I have taken in the Myers case
since we spoke.
I have submitted the completed entry of appearance you
sent me, along with an application for a pre-hearing
assessment of the case. I have also drafted a written
submission of the case and forwarded this to the tribunal.
These two documents have been attached to this mail for
your perusal.
I am now awaiting the response of the tribunal and will
naturally inform you as soon as I hear anything. I am quite
confident that the tribunal will decide to handle this case
solely on the basis of the written submission, and that the
outcome will be positive for your firm.
Please do not hesitate to contact me in the meantime if
you require any further information or assistance.
Yours sincerely
Jane
16 Headline 2
17 1 Texts such as these, which summarise the outcome of
cases heard by an employment tribunal, are commonly
read by employers and lawyers.
2 The case deals with sex discrimination: two female
employees of a law firm (the claimants) claimed they
were not promoted to higher positions by their
employers (the defendants) on the basis of their sex.
3 A landmark case generally deals with an important
issue and marks a stage in the development of the law
in a specific area. Such a case often shows how
courts will rule on similar cases in the future.

Answer key

E
 4 The women alleged that the firm had an overall Employment tribunals hear the full range of employment-
'culture' of discrimination against women. related disputes. They are public hearings held in front of
5 The court ruled that one of the partners of the law firm a panel of three people. The fact that they are public can
behaved badly during the proceedings and that he had be a disadvantage for employers, since well-publicised
attempted to damage the reputation of one of the employee disputes can lead to unwanted bad publicity. As
claimants. a result, there is also the drawback of a greater tendency
6 The high award is expected to lead attorneys to be to reach out-of-court settlements which are favourable to
more cautious about their behaviour when defending employees. A further disadvantage of employment
cases before the tribunal. tribunals is the fact that they typically take longer than the
7 A discriminatory culture is an environment in which new arbitration process. However, employment tribunals
certain people or groups are favoured over others, have the important advantage that decisions reached by
often based on characteristics such as age, religion, them can be appealed.
sexual orientation, gender or disability. In contrast, the new arbitration procedure only deals with
18 1 False 2 True 3 True 4 True 5 False unfair dismissal cases. The proceedings are held in a
19 1 A 2 A+D 3 0 4 A 5 D 6 0 7 A+D 8 A private setting, such as a hotel. Another difference is the
9 A 10 A 11 A relative speed of the proceedings, which typically last only
20 Expressing agreement strongly: 1, 8, 10 a half a day. This is clearly advantageous for an employer,
21 Suggested answers as it would save a great deal of time and money. However,
2,3,4,6 the new arbitration scheme does have a significant
23 The Commentary section. drawback: the decisions reached by the arbitrators are
24 Explanation of how employment tribunals work: ... a public considered binding, and so appealing or challenging a
hearing in front of a three-member employment tribunal decision is very difficult.
with a legally qualified chairperson, involving the cross- On balance, I would say that the new arbitration scheme
examination of witnesses and, in the vast majority of is attractive from the point of view of an employer, and I
cases, the involvement of legal representatives... recommend that you consider making use of this new
Four adjectives: speedy, informal, confidential, process to deal with unfair dismissal disputes.
non-legalistic. Please do not hesitate to contact me if you would like
25 The opinions of lawyers on the new arbitration scheme. further information. I have attached an article about this
The irony of the new arbitration scheme lies in the fact topic to this mail which may be of interest to you.
that employment tribunals were themselves originally Yours sincerely
intended to be an 'easily accessible, informal, speedy and Elisabeth Stephens
inexpensive' alternative to the ordinary courts for dealing
with individual employment disputes.
26 1 True 2 True 3 False 4 True 5 False 6 False Language Focus
27 1 e 2 d 3 a 4 c 5 b 1 2 reduce 3 primarily 4 certain 5 conventional
281c 2f 3b 4d 5a 6e 6 vast
29 1 to hear a case 2 2 uncertain 3 non-confidential 4 unconventional,
2 to waive rights non-conventional 5 non-discriminatory 6 unfair
3 to plead a case 7 unlawful 8 unnecessary 9 unreasonable
4 to apply a law 10 unspecific, non-specific 11 involuntary
5 to appeal a case, an award 3 1 intends; notice 2 complying with; entitled to
6 to challenge a case, an award, a law 3 under
31 Factual errors in memo: 4 2 under 3 to; to; via 4 to; against 5 of; from
1 Speed: The new arbitration procedure usually only 6 off; in 7 on 8 on
takes half a day. 5 2 file 3 heard 4 resembles 5 goes 6 includes
2 Appeals: While the decisions of an employment 7 decide 8 awarded 9 issue 10 pay 11 incurred
tribunal can be appealed, challenging the award of the
new arbitration scheme is much more difficult - the
arbitrator's decision is considered binding.
Un 9
3 The new arbitration scheme only deals with unfair 1 1 transfer; title 2 warranties 3 exclusions/
dismissal cases. disclaimers; disclaimers/exclusions 4 contracts
32 1 B 21d 2g 3a 4f 5b 6c 7e
2 The following summary presents a selection of key 3 1 to pay for, to purchase
features of both the new arbitration scheme and the 2 to deal in, to offer for sale
existing employment tribunal process. 3consumer, customer, purchaser
3 Unlike, In contrast to, Both... and... 4 merchant, retailer, supplier, vendor
4 This is clearly advantageous, A further advantage of 5commodity, merchandise, wares
confidentiality is ..., this can be regarded as a 61f 2j 3e 4i 5h 6d 7a 8c 9b
significant advantage 10 g
33 Suggested answer 7 1 Title and risk 2 Orders 3 Warranties
Dear Mr Mason 4 Indemnification of vendor 5 Changes or cancellation
In your email of 9 April, you asked for information (Paraphrases will vary.)
concerning the new arbitration procedure. You specifically 8 If an ROT clause is interpreted as a charge and has not
requested my judgment concerning the advantages and been registered, it is void.
disadvantages of arbitration from the point of view of an 9 1 A good clause will be clear. It will state that ownership
employer. I will first explain some of the features of the or title in the goods sold will not pass to the buyer
existing employment tribunal process and then look at the until payment is made.
new arbitration scheme.

3
 2 The clause should require that the buyer keeps the b The critical provision in the clause stated ...
goods separate from other goods. The goods should (paragraph 2)
be marked as the supplier's property until payment is c The question for the Court to consider was whether...
made. Make sure that a serial number which is on the (paragraph 3)
outstanding invoice is also on the goods. d In the case of... (paragraph 2)
3 The clause should state that the buyer will not resell e In drawing the distinction in relation to the particular
the goods until payment is made. clause in question, the Court noted that ...; On that
4 Take into consideration what the buyer will do with the basis, the Court held that ... (paragraph 5)
goods. If the goods will be used by the buyer, and they 24 1 void for non-registration 2 the proceeds of such
lose their form and can't be recovered, the clause may manufacturing or construction process 3 adduced
be void. evidence 4 held in trust 5 proprietary interest
5 A well-written clause will say that the supplier has a 6 on an evidential ground 7 by virtue of
right of entry to recover the goods.
101b 2c 3a 4c
11 1 supplied 2 seller 3 in full 4 buyer 5 value Language Focus
6 recover 7 premises 8 due 9 solvency 1 2 distinct 3 defendant 4 decide
12 The clause does contain a clear statement that titles shall 5 non-arbitrary 6 material 7 lead to
not pass until the buyer has paid in full for the goods. It 2
also contains a provision giving the seller the right to
enter the buyer's premises to take advantage of them.
Verb Noun
Unfortunately, the clause fails to include the other points disclaimer
addressed by the speaker. The clause does not make any
mention of requiring the buyer to keep the goods separate
from other goods, nor is there mention of serial-number indemnification
markings on the goods corresponding to invoices. No
provisions have been made for a prohibition on further 1Q!erance
sale until the goods are paid for in full. In fact, the
specifications
wording appears to state the direct opposite. Finally, no
wording exists to deal with the problem of changing or
incorporating the goods into other goods.
postponement
13 The product is a software program containing millions of
telephone numbers and addresses, as well as a retrieval Verb Adjective
program. suitable
The central legal issue is whether a shrink-wrap licence
constitutes an enforceable contract. aC.!&Q1able
14 1 False 2 True 3 True 4 False 5 True
implied
15 The facts of the case, the stages of litigation, the holdings
of the courts, the reasoning of the courts bind binding
16 The technique used by the speaker is to pose rhetorical
ascertain ascertainable
questions to signal a move to a new topic.
The examples are So, what is the procedural history of
3 2 of 3 in 4 with 5 by 6 under
the case? and What was the reasoning of the court?
4 2 in respect of 3 fit 4 vendor 5 merchandise
17 1/2 b; h 3/4 c; g 5/6/7 d; f; i 8/9 a; e 6 entitled 7 reasonable 8 deemed 9 claim
20a3 b7 c1 d6 e2 f4 g5
52c 3a 4f 5g 6d 7b
21 Suggested answers
1 The clause involved had an effect such that the income
6a7 b8 c4 d5 e2 f3 g9 h6
in question was held by the buyer for the benefit of the
seller rather than having the effect of causing the Unit 10
buyer to have some type of security in the goods. 1 1 True 2 True 3 False 4 False
2 It means that the Court could not ignore the legal
21c2a3b
relationship actually created (a trust) by the wording of
3 Suggested answers
the ROT clause.
1 Whereas a freehold estate refers to an estate in which
3 On an evidential ground for not having shown a
ownership is for an indeterminate length of time, a
connection between the goods it supplied and what
leasehold is the term for the right to possession and
was eventually paid for the finished product.
use of land for a fixed period of time.
4 Sellers may use this decision to draft similar clauses
2 While fee simple is the expression for the absolute
in their contracts in order to ensure payment, even
ownership of real property, fee tail refers to an estate
where the buyer is in insolvent liquidation.
22 1 into 2 to 3 of 4 in 5 over 6 in 7 for that may be inherited only by a limited class of heirs.
8 between 9 in 10 into 3 A lease is an agreement by which a lessor gives the
right of possession of real property to a lessee for a
23 a the Court has upheld... (paragraph 1)
specified term and for a specified consideration,
The Judge at first instance, and the Court of Appeal,
whereas a licence is only the right to use without
had held that ...; The majority in the High Court
having exclusive possession.
rejected that reasoning. In the majority's view, ...
4 An easement is a right to make limited use of another's
(paragraph 4)
real property, while usufruct refers to the right to use and
... the Court dismissed ... (paragraph 6)
derive profit from property belonging to someone else,
provided that the property itself is not harmed in any way.

Answerkey
E
 4 1 distinguish 2 is a general term for 17 1 e 2(a) f 2(b) g 3 h 4 b 5 a 6 c 7 d
3 refers to/includes; fall under the heading of 4 divided 18 1 2b 2 2a 3 5 4 1 5 3 6 7 7 4 8 6a
5 types 6 includes 19 1 h 2 g 3 i 4 b 5 e 6 c 7 d 8 k 9 f
5 Suggested answers 10 a 11 j
Real property is a general term for freehold estates and 20 1 c, premises 2 a, tenancy 3 d, law 4 b, consent
leaseholds. 21 1 The business sector is the restaurant business.
In real property, a distinction is made between freehold The case could be relevant for any type of business
estates and leaseholds. that requires uninterrupted use of easily accessible,
Freehold estates and leaseholds fall under the heading of well-lit and clean premises for its customers.
real property. 2 Quiet enjoyment refers to the right of an owner or
There are two types of real property, freehold estates and tenant to use property without interference.
leaseholds. 22 1 covenant of quiet enjoyment 2 precaution
6 Some other legal issues an estate agent might need to be 3 contractor 4 estimate 5 postpone
informed about include (among many possibilities): 25 1 Sr Martinez is the Spanish solicitor contacted by
C covenants running with land which may be binding Ms Blackwell on behalf of her client.
against or enforceable by the buyer; 2 a, c, e, f, h, i, j, k
0 zoning restrictions on the property potentially limiting 26 1 False 2 True 3 True 4 False 5 False
the right of use to the property; 27 Sr Martinez's specific area of expertise is negotiating
0 historical and environmental preservation issues; terms of sale of a property. His credentials include:
0 environmental law and liability upon discovery of 0 15 years' experience in assisting buyers from the UK
ground or water pollutants; in purchasing homes;
-.) compulsory purchase (US eminent domain) orders or 0 successful completion of hundreds of transactions;
procedures. 0 expertise in negotiating the terms of sale;
7 1 The purpose of a temporary easement is to allow 0 studied law in both Spain and England;
access to property so that, for example, work can be 0 speaks English fluently.
carried out. 28 I would appreciate it very much if you would inform
2 'Open' use means that the use is obvious and not Mr Watson that I would be happy to assist him in
secretive, while 'notorious' means that the use is purchasing a home.
clearly visible. 'Continuous' means that it the use Please could you forward this email to him and ask him
must have occurred for the statutory period. to contact me at his convenience.
3 This is a type of easement appurtenant which is 29 Suggested answer
created to reach a landlocked property in order to give Dear Sr Martinez
it access to a public road. Thank you very much for your email of 17 May, in which
8 1 we distinguish between 2 classified into you offer to provide your services in assisting my client,
3 type includes 4 One important sub-type Mr Edward Watson, in purchasing a house in the Costa del
9 Now I'd like to move on to another topic. Sol region of Spain. I had a meeting with Mr Watson this
I'll begin with the first type, ... morning, and I would like to inform you of the matters we
Let's move on to the second type. discussed in connection with the sale.
Finally, I'll come to the third type, ... First of all, Mr Watson stated that he would gladly make
11 The firm also handles Natural Resources. use of your services for the transaction, and has agreed
The two types of disputes named are property boundary to the flat fee of 1,000 euros you have requested. I also
disputes and ownership disputes. informed Mr Watson about the steps involved in the
12 1 yes 2 no 3 yes 4 no process, from the initial drawing up of a power of attorney,
13 1 The phrases are used to express what the firm has to setting up a bank account and arranging financing,
experience in doing. through to the final signing of documents. Mr Watson now
2 The present perfect tense (have represented, has dealt knows what to expect.
with, etc.) is used most frequently. It refers to past I have one request: could you please provide me with
actions with present relevance, when the timeframe of copies of all documents you draw up in connection with
the action is understood to continue up to the present the house purchase?
(For the past ten years ... , Since last year ...). This Please do not hesitate to contact me if I can be of any
puts the emphasis on the firm's recent achievements. assistance.
3 matter, issue Thank you for your efforts on Mr Watson's behalf.
4 Due to our comprehensive natural resource and Yours sincerely
property capabilities, our firm can provide experienced Teresa Blackwell
counsel for all environmental and natural resource 30 Suggested answer
matters affecting property owners. Dear Ms Armstrong
14 See Reading 2 for a model practice areas statement. Thank you for your email of 11 June in which you
15 Parties, Term, Statutory conditions, Rent amount and requested information about my experience and areas of
payments, Method of payment, Deposit expertise as a real-estate lawyer.
Other clauses you would expect to find in a lease (among As a sole practitioner specialising in the sale of real
many possibilities): Description of the leased premises, estate, my work involves helping individuals and
Use of premises, Quiet enjoyment, Repairs and businesses negotiate fair deals in both the residential and
maintenance, Alterations or additions, Damage or the commercial real-estate markets. I have ten years'
destruction, Waiver, Defaults and remedies, Entire lease, experience in drafting landlord-tenant agreements and
Amendment and modification, Assignment, Notices, other documents related to the purchase of multiple-family
Termination and surrender dwellings or single-family homes. During this time, I have
16 Statutory conditions are the conditions imposed by law. also negotiated the terms of leases, sales and purchases
of commercial properties. Furthermore, I have extensive

3
 experience in real-property litigation, having successfully 8 1 On the grounds that it was unpatentable subject
represented clients in a number of court cases involving matter.
easements and property boundaries. 2 The court reasoned that the software used in a
I hope this information was of interest to you. I would machine constituted a useful, concrete and tangible
welcome the opportunity to provide any legal assistance result, warranting patentability.
you may require. 3 Because it establishes, in contrast to cases preceding
Yours sincerely it, that business methods are not per se unpatentable
Matthew Wright due to their subject matter.
9 1 patentability 2 patent 3 unpatentable 4 patent
5 patentable 6 patented
Language Focus 10 Suggested answer
1 2 heir 3 to set forth 4 opportunity Facts of the case
2 State Street Bank & Trust Co. vs. Signature Financial
Group (1998), (known as the 'State Street' case) involved
the patentability of a data-processing system for managing
mutual funds.
Legal issue in question
The legal issue was whether a patented data-processing
system fell within two exceptions to patentability -
!:lMligence
mathematical algorithms and methods of doing business
capability - and the issued patent was thus invalid.

Holdings and reasoning of the courts

The lower court held that the software patent involved was
QIQ2pect prosQill;.tive invalid on the grounds that it entailed two exceptions to
patentability.
necessity ne.cessa ry
However, the United States Court of Appeals for the
safety safe Federal Circuit affirmed the patentability of business
method-related software and rejected both exceptions to
3 1 reasonable; Premises; thereon; deemed patentability. The court held that since the claims of the
2 liable; Lessee; harmless 3 herein; rules; quietly patent-at-issue were directed to a machine programmed
4 2 won 3 have handled 4 has advised with software, and such a machine produced a useful,
5 was involved concrete and tangible result, the software constituted
5 1 abandon: premises, site patentable subject matter.
2 comply with: contract, lease, regulation, requirement, General legal significance of the case
statute As a result of the ruling, business-method software may
3 terminate: contract, lease, tenancy now be patented.
6 2 comply with 3 terminate 4 terminate 111C 2G
5 comply with 121d 2e 3a 4c 5b
7 2 well- 3 actually 4 specific 5 continually 131c 2a 3d 4b
6 persistently 7 temporary 8 essential 14

Function Examples
Unit 11
Establishing a As a next step, Finally, First of all,
1 1 copyright 2 patent 3 trade mark 4 injunction
sequence Secondly, To begin with, To conclude
21c 2a 3e 4b 5d
3 Suggested answers Expanding on Besides, In addition, Furthermore,
1 another term for intellectual property rights or rights to
assets which lack physical existence
In contrast, On the other hand,
2 a privilege afforded to third parties to use a
However, Alternatively
copyrighted work without the consent of the copyright
holder Formerly, Previously, Traditionally,
3 use of an intellectual property right without
authorisation from the holder of the right
4 1 Business-method patents. As a consequence, Therefore, Thus,
2 It involves an Internet sales application featuring a conclusion or Accordingly, Consequently, As a result
one-click ordering solution. inference through
3 Four requirements reasoning
5 1 landmark cases 2 utility 3 tangible benefit
In fact, In particular, Of course,
4 non-obviousness requirement 5 subject matter
6 barred from Clearly, Notably, Ultimately
6 1 False 2 True 3 False 4 True Giving an example For example, For instance, Specifically
7 1 It has extended patent protection to a large number of
previously unpatentable areas. Summarising In short, Summing up, In other
2 It involves a data-processing system for managing words, Briefly
mutual funds.

Answer key
E
 15 See words in italics in table above. 3 Copyright holders
16 The Trade Mark Office informs the owner of the trade 4 Four factors
mark when that trade mark is about to expire. 22 1 False 2 True 3 True 4 True 5 True
17 1 e 2 d 3 f 4 g 5 b 6 a 7 c 23 1 In what way?
18 1 expiry 2 request; renewal 3 fees 4 trade mark 2/3/4 Well, from a legal point of view, the debate
19 The long sentence has been broken down into shorter is about...
sentences; passive sentences have been made into active I think the important issue here is ...
ones; shall constructions have been replaced with other It seems to me that the real issue is ...
verbs; formal vocabulary has been replaced with more 5 So, in other words, ...
common, everyday words. 6/7 And what's more, ...
Suggested answers Let me just give you an example.
Paragraph 2: The Office will tell the owner of the Community 8/9/10/11 That may well be true, but you have to see
trade mark, and anyone who has a registered right in it, the bigger picture.
when the registration will run out, in good time before it Yes, but you can look at it another way,
runs out. If the Office doesn't give this information, it will too.
not be the fault of the Office. Yes, but that's only one side of the
Paragraph 3: The owner has to send in the request for problem.
renewal within a period of six months ending on the last Yes, you have a point there.
day of the month in which protection ends. He also has to 12 Sorry, can I just finish my point?
pay the fees within this period. If this has not been done, 13 As I was saying, ...
he can submit the request and pay the fees within a 24 1 point 2 view 3 point 4 view 5 point 6 point
further period of six months following the day referred to 7 point/view 8 point
in the first sentence, as long as he pays additional fees
within this further period.
Paragraph 4: If the owner submits the request or pays the Language Focus
fees in respect of only some of the goods or services for 1 2 in addition 3 review 4 issuer 5 suggestion
which the Community trade mark is registered, the Office 6 moreover
will only renew registration for those goods or services. 2 b dismissed c would be liable for d filed e settle
20 She is asking for information about reviewing a Order of the actions: 2 d 3 e 4 b 5 a
Community Trade Mark. 3 1 apply for, enforce, file, grant
Suggested answer 2 misappropriate, patent, register
Dear Ms Fox 3 apply for, enforce, file, grant, infringe, register
In response to your request of 18 December for information 4 2 to 3 against 4 on 5 to
concerning the renewal of registration of a Community trade 5 2 non-obvious 3 dissimilar 4 unauthorised 5 invalid
mark, allow me to answer the three questions you posed. 6 non-patentable, unpatentable 7 unsuitable
C First of all, the Office for Harmonisation in the Internal 8 non-commonplace 9 non-exclusive
Market (OHIM) informs the owner of the Community trade 6 2 has been registered 3 enforce 4 had ruled
mark (as well as and any person having a registered right 5 to be determined 6 be infringed 7 to issue; alleged
in it) when the registration will expire in good time before
it expires. However, even if you don't get notice of expiry,
you still have to renew your registration, so you should be
Un 12
aware of the date of expiry. 1 1 True 2 True 3 False 4 False 5 True
0 Secondly, as the owner of the trade mark, you can 2 1 certificate of deposit 2 debenture 3 cheque/check
renew the registration of the trade mark yourself. 4 promissory note 5 bill of exchange; draft
Alternatively, another person can renew the 31c 2d 3f 4g 5b 6a 7e
registration if you, the owner, have authorised this 4 1 When the bank demands payment or on April 1st 2008
person to do so. Naturally, this means that I can do it 2 On or before the 1st day of each month
for you if you wish. 3 The whole sum of principal and interest will become
C Finally, in response to your third question, you must immediately due and payable at the option of the
submit the request for renewal six months before the holder of the note.
last day of the month in which protection ends. 5 Suggested answers
Furthermore, you must pay the renewal fees within 1 for money or other performance received
this six-month period. If you don't pay the fees within 2 the party who has signed the promissory note and has
this period, you can submit the request and pay the thus agreed to repay the debt under the terms laid out
fees within a further period of six months, but you in the promissory note
would then have to pay additional fees. 3 to be paid when requested
I hope that the information I have provided is of use to 4 to fail to fulfil the obligations or abide by what was
you. If you would like further assistance in this matter, agreed; to breach the agreement.
please do not hesitate to contact me. 6 1 interest 2 principal 3 outstanding 4 due
Yours sincerely 5 accrue 6 Maturity 7 instalment
Estella Walters 8 1,2,3,4,7,8
21 1 Fair use is when you're allowed to make limited use of 9 1 Requirements 7 and 8 (the requirement that the note
copyright material without permission. The Copyright makes an unconditional order or promise and the
Act allows teachers to display and perform the works requirement that the note states that the outstanding
of others in the classroom for educational purposes. sum is either payable on demand or at a definite time).
2 It is to strike a balance between the rights of copyright 2 The borrower made the condition that as soon as he is
owners and society's interest in ensuring the free flow paid out his inheritance, he will start paying the debt
of information. back.

3
10 Problems with the promissory note which the lawyer following reasons:
should recognise: v The safest way to bind all the principals is to have all
v Unconditional? No, because the language appears to of them sign the note as makers.
make it conditional upon consideration to be received C As you know, one of the principals is currently serving a
under a separate agreement. jail sentence on a financial charge. I do not recommend
\.., An order? The 'to the order' language is missing, so entering into a business transaction with a person
this would be non-negotiable under US law. whose financial trustworthiness is questionable.
v A sum certain? The sum is uncertain. Is the sum I propose that you refuse to accept the note unless it has
30,000,3,000 or 30, and is the denomination US been signed by all of the principals. I also suggest that I
dollars or something else? contact the agent on your behalf and inform him of this
v A sum certain? The interest to be paid must be stated fact. I can recommend ways for him to obtain the
on the note, otherwise any subsequent holder has no signatures of the other principals quickly (fax, e-signature,
idea of what the total amount due is. courier), as all of the parties involved are interested in
0 Signed by the drawer? Who is the drawer? Can you tell concluding the deal as soon as possible.
just from the signature? The drawer must be I look forward to receiving further instructions from you in
identified, and the note should preferably be signed by this matter.
a witness. Yours truly
11 Suggested answer J.P. Wadman
Dear Mr West
I am writing to you in response to your letter of 21
September in which you request a written explanation of Language Focus
the six requirements which a promissory note must meet 1 2 monetary 3 principle 4 incur 5 make a requirement
in order for it to be negotiable. The requirements, which 6 impose
we discussed at our meeting last Thursday, are as follows: 2 1 e.g.; e.g. 2 i.e. 3 per annum 4 inter alia
v The note must be in writing. 3
v The note must be signed by the maker.
v The note must contain an unconditional order or
promise to pay what is called a 'sum certain' in money.
What this actually means is the amount must be
certain, or capable of being made certain by calculation.
\.., The note must say that it is either 'payable on QIincipal
demand' (that is, whenever the person for whom the
instrument was made wants to be paid) or at a reliable
definite time. Put simply, this means that a date or a
fixed time after a date must be stated (e.g. '90 days
after the date of this instrument').
v The note must say that it is payable to order or to
uniform uniformly, uniformly
bearer. In other words, the words 'pay to the order of'
or 'payable to bearer' should appear on the note. 4 2 in 3 of 4 for 5 to 6 in 7 of 8 in
\,; The note must not contain any other order or promise. 6 Maker
5 2 due 3 maturity 4 principal 5 per annum
This means that no conditions, such as 'if I get my 7 lawful
raise' or the like, should be stated in the note.
I hope that the information I have provided meets your
expectations. Unit 13
Please feel free to contact me should you have any
1 1 loan 2 mortgage 3 pledge 4 lien
questions. 2 1 seize 2 sell 3 defaults 4 owns 5 has
Yours sincerely
6 attaches 7 attaches 8 crystallises 9 make
Christine Chang
12 It is called a 'transferable record'. 3 However, in the case of quasi-security, ... while the debtor
13 1 c 2 e 3 b 4 a 5 d only...
While a fixed charge ...
14 1 defines 2 applies to 3 provide 4 contains
5 creates 4 1 collateral, payment, a security interest
2 a security interest 3 collateral
15 1 exempt 2 application 3 enforceable contracts
4 credit, indebtedness, a loan, payment, performance
17 The problem with the promissory note is that only one of
5 collateral, credit, a loan, payment, performance
the principals is available to sign it.
6 performance, a security interest, payment, a loan
It could be a problem because of recent changes to the
5 1 all inventory, equipment, appliances, furnishings, and
law which may result in the position of the client being
fixtures now or hereafter placed upon the prernises
uncertain in the event that all the principals fail to sign
the note. [...J or used in connection therewith and in which
18 1 True 2 False 3 True 4 True 5 False 6 True Debtor now has or hereafter acquires any right and the
191b 2c 3a proceeds therefrom... right, title and interest to any
trade marks, trade narnes and contract rights in which
20 1 F, I 2 I, F 3 F, I
Debtor now has or hereafter acquires.
22 Suggested answer
2 All obligations become imrnediately payable.
Dear Mr. Lawson,
I am writing to you in respect of the promissory note
which the prospective buyers of your property intend to
give you for a down payment. I would like to advise you
not to accept this note in its present form for the

Answer key
E
 6 1 Upon the 'Premises' (at 99 Appleby Road, Baltimore, 4 sincerely: believe, hope, regret
MD) and anywhere else used in connection with it. 5 strongly: advise, agree, object to, recommend, suggest,
2 Financial difficulty would be given in any of the support
following circumstances: 6 wholeheartedly: agree, believe, recommend, support
v an assignment for the benefit of creditors 18 Suggested answer
u an attachment or receivership of assets not Dear Ms Sampson
dissolved within 30 days In response to your email concerning the upcoming
v the institution of bankruptcy proceedings, whether seminar on Revised Article 9, I am writing to inform you
voluntary or involuntary, which is not dismissed that I will unfortunately be unable to attend. The Balboni
within 30 days from the date on which it is filed. case is going to trial, and I am scheduled to appear in
3 The remedies of a Secured Party under the Uniform court on the days the seminar takes place. I am sure you
Commercial Code are available. will agree that this court appearance takes precedence
71e 2d 3b 4a 5c over the seminar.
8 Suggested answers I would like to add that I fully support the initiative you have
Note that these only refer to liabilities. Similar distinctions taken to provide more training opportunities for the secured
may be made for obligations. transactions team. I firmly believe that both my experienced
v Direct liability is liability for one's own actions; indirect colleagues and the junior members of the team will profit
liability is liability for someone else's actions (e.g. a from the chance to learn more about the changes in the law
parent may be liable for the actions of a child; an that directly affect our work. However, I am afraid that a few
employer may be liable for the actions of an of my colleagues will also be unable to attend. Therefore, I
employee; an website owner for the actions of a user). strongly recommend that we arrange for the seminar to be
(.; An absolute liability is one which exists; a contingent held on another date. To my knowledge, the Shuttleworth
liability mayor may not exist, depending on other Institute also carries out in-company training courses upon
factors. request. Might that be a solution for our team as well? If
v If a liability is due, it must be paid immediately; if it is you would like me to make arrangements for such a
to become due, it must be paid at a later date. seminar I would be happy to do so.
(; If a liability is now existing, it has already been Best regards
agreed; if it is hereafter arising, it will be agreed at Chiara Lawson
some point in the future. 19 Suggested answer
9 ... now or hereafter placed upon the premises ... Dear All
... in which Debtor now has or hereafter acquires any I know this comes at really short notice, but there's going
right ... to be an interesting seminar at the Shuttleworth Institute
... contract rights in which Debtor now has or hereafter in Boston next Thursday and Friday. I really think that all
acquires. the members of the secured transactions team should
... bankruptcy proceedings, whether voluntary or attend. Have a look at the attached flyer - John Kellogg
involuntary, ... will be holding the seminar and he's a real expert on
Upon default and at any time thereafter... Revised Article 9. Since two of you are newcomers and
10 1 An advertisement like this would probably appear in a also since you've got some big cases coming up, I think a
law journal or other publication read by practising seminar like this is just what we need right now.
lawyers. You may need to rearrange your schedules a bit to be able
2 Understanding Revised Article 9 of the UCC. to take part. It's probably a good idea to fly to Boston on
11 1 True 2 False 3 False 4 False 5 False 6 True Wednesday, since the seminar starts on Thursday morning.
13 1 It was sent by a superior to the secured transactions I think this is a good opportunity for us. Let me know what
team which reports to her. you are going to do.
2 Because there are two new junior members on the Best wishes
team and because they will soon be dealing with Jennifer Sampson
several new cases in the area. 20/215,1,7,4,2,3,6
14 1 It is respectful, distanced and formal. 22 1 Since a borrower may conduct its business through
2 See the table in Exercise 15. several entities, it is necessary to make sure that the
3 When addressing someone you don't know, or don't property in which the security interest is granted is
know well; when addressing someone in a senior owned by the borrower.
position to you; when addressing someone in a junior 2 This would happen when the debtor agrees to subject
position with whom you wish to preserve a sense of its after-acquired property to the security interest.
professional authority. 3 This means signing the agreement, either by hand or
15 1 The seminar will be held... electronically.
2 ... there are two young newcomers ... 24 The issue involved is whether it is possible to have a fixed
3 it may be necessary... charge on the book debts of a company.
4 I... would strongly advise that ... The issue affects company directors, bankers, other
5 I firmly believe that ... lenders and creditors.
6 Sincerely ~ 1c 2e 3a 4d 5b
7 I look forward to your response in this matter. 26 1 Book debts 2 floating charge 3 bank guarantee
S ... and participate in the seminar 4 preferential
9 ... which commences on Thursday morning. 281b 2c 3c 4a
16 strongly advise, firmly believe, sincerely hope 29 1 True 2 False 3 False 4 False
17 Suggested answers 30 Suggested answers
1 deeply: believe, hope, regret () Could you fill me in on what he said?
2 firmly: believe, object to, support I wonder / was wondering if you could fill me in ...
3 fully: agree, recommend, support, understand Would you mind filling me in ...?

3
 0 Could you tell me what he said about the situation 6 1, 4, 5, 6, 7
internationally? 7 1 They set up a plan for him using several limited liability
I wonder / was wondering if you could tell me ... companies to hold the properties.
Would you mind telling me ...? 2 Since the creditor had no security for his judgment and
0 Could you give me an example? stood to collect nothing, Ed was in a position to
I wonder / was wondering if you could give me ... negotiate a favourable settlement.
Would you mind giving me ...? 3 The judge in the case ruled that the assets were
\.) Could you tell me what he had to say about perfecting properly protected and could not be reached by a lien.
security interests in the US? S 1 In the course of insolvency proceedings or the
I wonder / was wondering if you could tell me ... restructuring and rescuing of a business, an insolvency
Would you mind telling me ...? practitioner does not only deal with financial matters.
G What could you tell me about copyrights? He or she must also be able to work with a wide range
I wonder / was wondering if you could tell me of people with conflicting interests - from creditors to
something about copyrights. directors to employees - many of whom may be in
Would you mind telling me something about copyrights? highly emotional states.
v I wonder / was wondering if you could tell me where I 2 Recognised professional bodies are responsible for
could get more information on what was covered in licensing insolvency practitioners.
the seminar? 9 1 False 2 True 3 False
Would you mind telling me where ...? 10 1 secured; benefit 2 with; legally 3 proposed 4 up
13 PQE = post-qualification experience; NQ = newly qualified
14 1 A 2 B 3 B 4 A 5 A
Language Focus 15 Suggested answer
1 2 instalment 3 to attach 4 unconditional 5 hereby 1 The firm behind the first advert is a very large
2 1 on; of 2 of 3 upon 4 within 5 from; on international firm with offices allover the world. The
6 upon; at firm behind the second advert is considerably smaller
3 2 d 3 e 4 b 5 a and operates domestically, although it does have some
4 2 place 3 charge 4 part 5 precedence 6 care international clients.
52g 30 4j 5b 61 7 c 8 n 9 d 10 e 16 a: 4,5,6 b: 2 c: 10 d: 1 e: 9 f: 3, 7, 8
11 i 12 f 13 h 14 a 15 k 17 See model letter on page 197.
6 Suggested answer 19 Job A, an associate in the restructuring and insolvency
Dear colleagues team of the international law firm
Several of our corporate clients possess the rights to 20 1, 8, 9, 11
valuable intellectual property assets, and they have 21 1 He wants to be a part of a large international
enquired if we could assist them with matters concerning organisation and to have clients all over the globe. He
secured transactions and these assets. For this reason, I would like to work in an international context, to make
firmly believe it is important that we ensure that our use of his language skills and to work with people from
knowledge in this area is up-to-date. different backgrounds.
Therefore I am writing to inform you that I have arranged 2 When he was a student, he spent a summer working
an in-company seminar on perfecting IP assets as security as a clerk at a law firm in the City. He also studied law
interests. The seminar will be held by a highly respected in London for a semester.
expert in the field on Monday, October 26 from 9 a.m. to 3 He does corporate restructuring in a German
5 p.m. Please note that the seminar commences at 9 a.m. commercial law firm in Munich and has worked on a
I have attached a list of topics to be covered in the few cross-border insolvency cases.
seminar which I would ask you to peruse. 4 He'd like to know how attorneys are trained in the firm.
I strongly advise you to take part in the seminar. Thus I 231d 2b 3c 4a 5e
suggest that you make sure you have no other appointments 24 1 I especially enjoyed hearing about your firm's plans for
that day. I sincerely hope you can come. Please inform me expansion.
whether you will attend by the close of business today. 2 As I mentioned during our conversation, the experience
Yours sincerely I gathered in my previous employment has prepared
Martin Black me well for corporate insolvency work.
3 The purpose is to state in concise form what the
applicant believes he can offer to the firm; it is also
Unit 14 his final opportunity to present a strong reason why
11b 2a 3c the firm should hire him.
21f 2g 3e 4b 5d 6c 7h 8a 4 I look forward to hearing from you.
3 1 Writ of attachment 25 Suggested answer
2 Reasons (in this context) Dear Ms Hall
3 Creditor = plaintiff; debtor = defendant Thank you again for the opportunity to interview for the
4 Section 61.001: all four points position of Associate Lawyer in your firm. I appreciated
Section 61.002: one of the nine your hospitality and enjoyed meeting you and members of
4 Suggested answers your staff. I especially enjoyed hearing about your firm's
1 to annoy or upset the defendant through a persistent, mentoring programme.
unwanted action The interview convinced me that my background as a
2 to deliver legal documents to someone commercial lawyer, my interest in different legal systems,
3 to get rid of property so that it is not possible to repay and my foreign language skills are compatible with the
a debt owed to creditors goals of your firm. As I mentioned during our conversation,
4 to acquire property dishonestly, with the intent to defraud the experience I gathered in my previous employment has
512213943

Answerkey
E
 prepared me well for corporate restructuring work. I am telecommunications companies in Slovakia were fined for
confident that my ability to deal with complex cross-border concluding a vertical agreement which restricted
insolvency cases will be of value to your firm. competition. In the Czech Republic, the decision of the
I look forward to hearing from you. Office for the Protection of Competition, which had found
Yours sincerely that a telecommunications company had abused its
Franz Berger dominant position by charging discriminatory prices, was
26 In this context, a set of statements arguing for a upheld by the Supreme Administrative Court.
standpoint. A synonym would be argument. I hope that this information is of use to you. Should you
27 The weakness they point to is the fact that Europe does require any further assistance please feel free to contact me.
not have any legal regime to support court-supervised Yours sincerely
restructuring, as opposed to bankruptcies or liquidations. Marie Delapre
The system they propose as a model for reform is the US 8 1, 3, 6, 7
Bankruptcy Code's Chapter 11. 9 1 True 2 False 3 True 4 False
28 1 True 2 True 3 False 4 True 5 False 11 The client's problem is a sharp drop in the number of
29 1 d 2 e 3 a 4 b 5 c contracts his construction company has been awarded in
the last year.
The lawyer proposes that his law firm look into the
Language Focus possibility that anti-competitive agreements have been
1 2 relinquish 3 urgent 4 judicial review made by the competition.
2 12a4 b6 c3 d1 e5 f2
13 Suggested answer
Dear Mr Rodrfguez
As a follow-up to our telephone conversation yesterday in
which we discussed a case of anti-competitive behaviour
in your market sector, I would like to propose that your
firm establish anti-competitive guidelines as a preventive
measure against such behaviour.
As I am sure you are aware, the recent case of price-fixing
in your industry is not unusual; several cases of cartel
formation and price-fixing have occurred in recent years.
You should also be aware that such behaviour does not
always originate at the level of top management, and that
3 2 perfected 3 paid 4 pledged 5 incurred employees at all levels are at risk for such activities.
4 2 B 3 A,B 4 A 5 A 6 A,B 7 B 8 A 9 A, B Practices such as exclusive dealing arrangements with
5 1 appointed; vests 2 seizure; ownership suppliers or even unintentionally misleading advertising -
3 insolvent; abandon 4 pledged; trust to name but two examples - can harm competition and
may be considered to represent an infringement of
Un 15 antitrust law. Employees at all levels of the firm need to be
informed of the wide range of possible anti-competitive
1 1 oligopoly 2 monopoly 3 cartel 4 merger activities, as well as of their potential legal consequences.
21c2b3d4a I must warn you that individuals directly involved in serious
3 1 Competition lawyers; senior management of companies anti-competitive behaviour face high fines as well as, under
doing business in the EU or affected by EU policy; certain circumstances, the threat of criminal prosecution.
lawyers at competition authorities in the EU or in I propose that we draw up a comprehensive set of
countries affected by EU pOlicy guidelines for preventing anti-competitive behaviour by your
2 To make it easy for the reader to identify at a glance firm. Initially, these guidelines could be presented to all
what countries are effected and the measures taken in employees in informative workshop sessions, and later
the particular country. reinforced through regular anti-competitive internal memos.
3 Yes, as the entries for Italy, the Czech Republic and the The benefits for your company are clear: an increased
Slovak Republic all relate to the telecommunications awareness of the risks of anti-competitive behaviour at all
sector. levels of your enterprise would greatly lessen your risk of
4 1 (chickens') eggs 2 SEK 394 million 3 2004 4 11 exposure to antitrust lawsuits and actions.
5 They were suspected of abusive pricing practices. The implementation of this proposal could be carried out
5 1 initiated proceedings against 2 Italian Competition in a four-stage process: 1) assessment of anti-competitive
Council 3 discriminatory prices 4 Anti-monopoly behaviour risks; 2) drawing up of guidelines; 3) holding
Office of the Slovak Republic 5 railway carrier workshops for employees; and 4) follow-up reinforcement.
6 collusion on bidding prices 7 price-fixing; formation Should you be interested in pursuing this course of
of information exchange cartel 8 formation of cartel action, the Competition Department of our firm could
9 filed petition; fined begin work immediately.
61d 2e 3b 4a 5c If you would like to discuss this proposal and the details of
7 Suggested answer its implementation, please do not hesitate to contact me.
Dear Mr Nazarenko I look forward to hearing from you.
In your email of 8 November, you enquired about recent anti- Yours sincerely
competitive activities in the telecommunications sector in Andrew Chase
the EU and the measures taken against them. I would like to 14 1 This is a journalistic text from a newspaper written for
provide information about three cases from the past month. a non-specialist audience.

,
A telecommunications corporation in Italy was fined for 2 The companies involved are Sotheby's and Christie's,
abuse of a dominant position, while a group of two art auction houses in the service sector.
3 They formed an illegal price-fixing cartel.
15 1 Christie's escaped a fine because it provided the
evidence that proved the operation of a cartel between
Language Focus
the art houses. 1 2 dimension 3 offences 4 oligopoly 5 to breach
2 The illegal collusive agreement concerned an increase 2
in the corn missions paid by sellers at auctions and it
also involved advances paid to sellers.
3 The president and chief executive of Sotheby's said he
was relieved that the fine was less than it could have
been and was pleased that the investigation was over.
16 1 for 2 for 3 on
18 c
191b 2a 3a
21 1 One-stop shop is usually used to refer to a store where
different kinds of products can be bought: one convenient
location where various needs can be met at once. Here,
the term is used to indicate that many procedures that
formerly were carried out in several different places are
now taken care of centrally by the European Commission.
2 Turnover threshold refers to the combined turnover of the
parties to a merger for purposes of EC merger control. If
the combined turnover of the companies exceeds the
amount stated in the EC Merger Regulations, then the
merger is said to have a community dimension and the
merger is subject to the competence of the European 3 2 practices 3 position 4 bids 5 cartel 6 petition
Commission, as opposed to the Member States. 7 access 8 fines 9 complaint
22 1 The first purpose of a pre-notification request is to have 4 2 abusive 3 dominant 4 imposed 5 collusion
the Commission take over the case from the national 6 lodge
authorities in cases when the combined turnover of the 5 approve, evaluate, investigate, reject
parties to a merger falls below the existing thresholds, 6 2 b 3 a/b 4 b 5 a/b 6 a 7 a/b 8 a/b
and where notification would otherwise have been 9 a/b 10 a 11 b 12 b
required in at least three Member States. The second 7 2 of 3 in 4 by 5 against 6 in 7 to 8 on
purpose is to have the case be examined by a national 9 for
competition authority rather than by the Commission
when it can be shown that a distinct market exists in
that Member State which would be affected by the
proposed merger.
2 Advantages: a single filing (less paperwork and
expense); disadvantages: uncertainty of the outcome
and a longer clearance process.
23 1 d 2 c 3 a 4 b
24 Suggested answer
Dear Mr Easton
I am writing to inform you of a change in the pre-notification
procedure for mergers in the EU, as I believe it is relevant
for the merger which your company is considering.
According to this new procedure, in cases where the
combined turnover of the parties to a merger falls below
prescribed thresholds and notification would have previously
been required in at least three Member States, a company
can now submit a pre-notification request to the
Cornmission, which under certain circumstances would then
take over the case from the national authorities.
Alternatively, if the merger in question would affect a
distinct market in a particular Member State, a company
may submit a pre-notification request that the case be
examined by that Member State's national competition
authority rather than by the Commission.
The clear advantage of these two options is that they
result in less paperwork and expense, as only a single
filing is required in each case. However, there are
disadvantages to the new procedure, including uncertainty
concerning the allocation of the case and a likely increase
in the length of the clearance process.
I hope that this information was of interest to you. Should
you have any questions in this matter I would be happy to
provide assistance.
Yours sincerely
Samuel Lee

Answerkey
E
 Exam focus v Introduce a case-study approach: The use of this method
would make our lawyers more aware of the practical
matters connected with the transactions which our clients
carry out.
Reading (; Expand cross-border scope: Courses focusing on the
issues involved in cross-border transactions should be
Part 1
1 C 2 C 3 D 4 B 5 A 6 D offered, presented by lawyers who have worked on deals in
7 C 8 B 9 D 10 C 11 B 12 A the jurisdictions involved. In this way, our lawyers would be
better able to serve our international clients.
Part 2 (; Offer language training: The common language of our
13 OUT 14 IF 15 AT 16 AS 17 UP 18 EXCEPT international clients and the companies with which they do
19 BY/UNDER 20 FOR 21 IN 22 SO 23 NOT business is English. By supplying instruction in English, our
24 AND lawyers will be better equipped to provide legal advice
worldwide.
Part 3
If we wish to be at the forefront of international transactions,
25 RESTRICTION 26 SPECIFICALLY 27 COMPETITIVE
investment in ongoing training such as this is essential. The
28 ACCEPTANCE 29 SUPPLEMENTARY 30 COMMERCIAL
advantages to us, as outlined above, would be considerable.
31 CONTRACTING/CONTRACTUAL 32 ENFORCEABLE
I look forward to discussing these proposed changes with you.
33 OUTSOURCERS 34 STRENGTHENS 35 OBLIGATIONS
Yours sincerely
36 PROVIDER / PROVIDERS
Liam Bengtsson
Part 4 (228 words (not including opening and closing phrases))
37 A 38 D 39 A 40 B 41 C 42 D

Part 5 Listening
43F 44A 45 G 46 E 47 C 48 B
Part 1
Part 6 1 B 2 A 3 B 4 C 5 A 6 B
49 B 50 C 51 D 52 A 53 C 54 B
Part 2
7 C 8 B 9 B 10 C 11 A

Writing Part 3
Task 1 12 August 13 regulatory framework 14 workshop
Dear Sirs 15 data protection 16 electronic signature(s)
Thank you for your letter regarding the dispute between my 17 domain name 18 outsourcing 19 distance selling
client, Lumber Products, Inc., and your firm. I will respond to 20 (£)360
the pOints raised. Part 4
Firstly, you claim that my client voiced no objections regarding the 21 D 22 C 23 F 24 E 25 A
delayed implementation of the computer system. However, in an 26 C 27 B 28 F 29 A 30 E
email to your firm dated November 17, 2005, my client expressly
stated that a later implementation date was unacceptable.
Secondly, the system remains flawed in operational terms and
requires further work by Computer Analysts, Inc. For example,
my client is still experiencing difficulties in receiving orders.
Thirdly, I strongly disagree with your assertion that my client
has waived his right to claim breach of contract due to delay. Reading
Since he was not given formal written notice of the delay, he 1 D 2 A 3 B 4 A 5 C 6 D 7 D 8 C 9 B
was not required to invoke delay as a contractual breach. It is 10 A 11 C 12 B
also incorrect that no other breach has been committed. 13 NONE 14 IN 15 TO 16 SUCH 17 DO 18 BEEN
Clearly, your failure to provide a fully functioning system 19 AS 20 ALTHOUGH/THOUGH/WHILE/WHILST 21 OF
constitutes a breach of warranty in itself. 22 OR 23 HOW 24 ALL 25 FRAMEWORK
I propose that we meet at your earliest convenience and look 26 OBLIGATIONS 27 PROSPEROUS 28 ACCOUNTABLE
forward to hearing from you shortly. 29 VIRTUALLY 30 SETTLEMENT 31 EVASION
(178 words) 32 IRREGULARITY/IRREGULARITIES 33 OFFENCE/OFFENSE
34 FACILITATE 35 DISCIPLINARY 36 DISCLOSURE
Task 2
37 B 38 D 39 A 40 D 41 C 42 B 43 F 44 C
TO: Zoe Parsons, Director of Human Resources
45 E 46 G 47 A 48 D 49 B 50 C 51 C 52 B
FROM: Liam Bengtsson, Associate, Real Estate Department 53 D 54 A
DATE: 6 February
SUBJECT: Training
The purpose of this memorandum is to indicate how the Listening
training programme of the Real Estate Department could be
1 B 2 C 3 B 4 B 5 A 6 C 7 A 8 C 9 B
improved.
lOA 11 C
The present training focuses on the laws related to the types
of transactions in which are clients are involved. Seminars are 12 ACCOUNTANTS/ECONOMISTS 13 (FULL-TIME) JUDGES
14 745/SEVEN-HUNDRED AND FORTY-FIVE(DOLLARS)
held periodically by senior members of the department to
15 WEBSITE 16 COMPETITION 17 OIL/MINING
inform our lawyers about recent transactions and changes in
18 REAL ESTATE 19 (PANEL) DISCUSSION 20 VISA
laws affecting our clients' international business.
21 A 22 D 23 E 24 C 25 F 26 F 27 C 28 D
To improve the quality of our training programme, I propose
29 E 30 A
that we do the following:

~
 Unit 15, Exercise 10
Ro
Student A
Unit 5, Exercise 22

Unit 6, Exercise 25

Answerkey
E
 Student B
CASE FILE 2
Unit 5, Exercise 22
ROLE: Client (BIBEC)
Parties to contract: BIBEC Corp (Buyer) 21nd Fmnklin
Your client sells bottling machines cos{€250.,OOO
Auto Industries, Inc. (Seller)
each. They are guaranteed for a year and have a Year's
Reason for consulting lawyer: Do we h21ve21binding
service plan included. YoUr client doesn'tusu21l1y offer
21greement? C21nwe force them to m21kethe sale? If not,
credit and can deliver them in two months' time.
wh21t can we recover?
Facts of the case:
Long period of negotiations reg21rding the sale of
Unit 6, Exercise 25 Fmnklin to BIBEC.
Parties sign 21letter of intent st21ting only th21t e21ch
CASEFILE 1 party would 'm21ke every reasonable effort to agree
upon and have drafted as soon as possible' a
ROLE: Lawyer
contract of sale.
Introduction: greet client; explain what will happen in Soon thereafter, Franklin gets a better offer.
interview; discuss circumstances of interview Franklin terminates the agreement based on
Getting an overview of the case: What is the nature of 'unforeseeable circumstances'.
the dispute? Signed 21greement?
Establishing facts and chronology of events: What
happened? Notice to termin21te the contmct - how? In Unit 15, Exercise 10
writing? Wh21twere the reasons? Was there anything in
the contr21ct which might permit Bennet to terminate the CASE 1: CLIENT
21greement? Description of the situation
Identifying issues, developing and supporting a theory: You are the owner and managing director of a mid-sized
Recovery in genera/: B21sed on wh21t has been described, language school in a small city. Your competitors are
Allied might h21ve21ch21nce at recovery, but it will depend three companies of equal size and five consider21bly
on the evidenti21ry findings. H21dthere been 21contractu211 smaller companies. Until now, of you have been able
provision requiring Bennet to conduct a site investigation to co-exist relatively well. At a langu21ge te21ching
before commencement of the work, the risk would have conference held l21st month, you met with some of the
been shifted to Bennet. This is normally the case in owners of the other l21ngu21geschools inform21lly. There
construction contracts of this type. However, since the W21St21lk of working together 21ndof 21greeing to co-
contract does not contain such a clause, the court could ordinate prices so th21t all of you could ch21rge more 21nd
very well find that Allied is charged knowledge of the incre21se profits. One of the other l21ngu21geschool
conditions of its own premises. A decision concerning owners mentioned th21t this W21Silleg21I, but you 21renot
which party had this duty might very well come down to a sure th21t 21friendly co-oper21tion of this kind would be
factual determination at trial.
bre21king 21nyI21WS.You would like to l21wyer if it
Possible damages: is illeg211or not.
absence of a
me21sure of d21m21gesvery
in Allied's f21vour,the
would be the costs
21nother firm to complete
compens21tory
€1 million, repl21cement
d21m21ges€O.5 million).
would 21lsoh21veto be
difficult to
for lost rent211