Linguistic Pecularities of Contracts in English
Linguistic Pecularities of Contracts in English
Introduction 4
Conclusion 38
References 42
Introduction
e.g. 3. Claims
3.1. In case of non-confirmity of the quality of the goods actually delivered by
Sellers with the contract specification, any claim concerning the quality of the goods
may be presented within two months of the date of delivery;
3.2. No claim to be considered by Sellers after expiration of the above period;
3.3. No claim presented for one lot of the goods shall be regarded by Buyers as a
reason for rejecting any other lot or lots of the goods to be delivered under the
present contract;
3.4. ……… [6, P.202].
This structurally illogical way of combining definite ideas has its sense. It serves
to show the equality of the items and similar dependence of participial and infinitive
constructions or predicate constructions.
One of the most striking features of this style is usage of words in their logical
dictionary meaning. There is no room for contextual meanings or for any kind of
simultaneous realisation of two meanings. Words with emotive meanings are not to
be found there either [3, P.31].
Every type of business documents has its own set phrases and clichés which may
sound strange in colloquial English, e.g. invoice, book value, currency clause,
promissory note, assets, etc. If a person wants to avoid misunderstanding, he / she
should use glossary of commercial terms, and vice versa.
Indeed, there are many differences in the vocabulary of formal and informal
business correspondence. Much vocabulary of formal English is of the French, Latin
and Greek origin. They are often translated into informal language by replacing them
by words or phrases of the Anglo-Saxon origin.
e.g. Formal style Informal style
commence begin, start
conclude end, finish, stop
prolong, continue go on
Let us compare examples where these words are used in different styles.
e.g. I am informing you that the meeting will commence at 4 p.m. (formal)
I’d like to remind you that the meeting will begin at 4p.m. (informal)
The meeting concluded with signing the contract. (formal)
The meeting ended with signing the contract. (informal)
Phrasal and prepositional verbs are characteristic of informal style, that is why
they are not used in business correspondence. Their formal equivalents are used in
official texts instead.
Formal style Informal style
discover find out
explode blow up
encounter come across
invent make up
investigate look into
e.g. In case of discovering discrepancy of quality and quantity of the product
inform us immediately.
Spoken English is full of various vocabulary, both standard and slangy. We also
have here different connectors, such as well, you see, a kind of which cannot be used
in written business English, both logically and stylistically. They are logically
excluded because of a little amount of information they convey. Business
documents, on the contrary, convey a lot of information in almost any word. Thus, a
person should be aware of these factors and not mix up colloquial and business
English, drawing up a document.
Informal terms have emotive qualities which are not present in formal language.
Formal language often insists on a greater deal of preciseness. But the problem is
that there are not always proper equivalents in formal and informal English. The
informal word job, for instance, has no formal equivalent. Instead of it, we have to
look for a more restricted in usage and a more precise term, according to the context,
among possible variants: employment, post (esp. Br.E.), position, appointment,
vocation, etc. [16, P.12 – 13]
Business English is formal. We use it in business correspondence, official reports
and regulations. Actually, it is always written. Exceptionally it is used in speech, for
example, in formal public speeches. There are various degrees of formality, like in
the examples:
e.g. After his father’s death, he had to change his job. (informal)
On the disease of his father, he was obliged to seek for alternative
employment. (formal)
These sentences mean roughly the same idea, but would occur in different
situations. The first sentence is fairly neutral (common core) style, while the second
one is very formal, in fact stilted, and would only occur in a written business report.
In general, grammar rules of spoken sentences are rather simple and less
constructed than grammar of written sentences, especially in agreements. It is more
difficult to divide a spoken conversation into separate sentences, and connections
between one clause and the other are less clear because the speaker relies more on
the hearer’s understanding of the context and situation, as well as on his ability to
interrupt if he fails to understand. The speaker is able to rely on features of
intonation which tells us a great deal that cannot be reflected in written punctuation.
The grammar use in business correspondence is also different about the pronouns
who and whom, and the place of prepositions:
e.g. She wanted a partner for her business in whom she could confide. (formal)
She longed for a partner (who) she could confide in. (informal)
In what country was he born? (formal)
What country was he born in? (informal)
Formal written language often goes impersonal style. That means that one doesn’t
refer directly to himself / herself or to his / her readers, but avoids pronouns. Some
of the common features of impersonal language are passive sentences beginning
with the introductory word it and abstract nouns. The effect of the change into a
passive construction is to reverse the focus from the subject to the object of speech.
Abstract nouns, especially amount words (majority, minority, amount), specify
more precisely the meaning of an utterance.
e.g. Announcement from the librarian
It has been noted with concern that the stock of books in the library has been
declining alarmingly. Students are asked to remind themselves of the rules for the
borrowing and return of books, and to bear in mind the needs of other students.
Penalties for overdue books will in the future be strictly enforced. [16, P.13]
It is a very formal and impersonal message which could have been written in a
more informal and less impersonal way, achieved by usage of phrasal verbs,
contractions, colloquial phrases and other linguistic means:
Librarian’s message
The number of books in the library has been going down. Please make sure you
know the rules for borrowing, and don’t forget that the library is for everyone’s
convenience. So from now on, we’re going to enforce the rules strictly. You have
been warned! [16, P.13]
To be tactful is to avoid causing offence or distress in correspondence. Sometimes
it means disguising or covering up the truth. In such a case, the use of imperatives
should be polite:
e.g. Would you like to stipulate details of the contract?
Let us compare some more examples:
e.g. I suggest that we postponed signing of the contract till tomorrow. (tactful)
Could I suggest that we postponed signing of the contract till tomorrow.
(tentative and more tactful)
In other cases tentativeness is not connected with tact, but is simply an indication
of the speaker’s reluctance to commit himself / herself on a given question. To use of
might is characteristic of business correspondence, because it is a more tentative way
of expressing possibility than may. Let us compare two sentences:
e.g. It may have been an error in a business deal.
It might have been an error in a business deal.
In the second sentence might presupposes a greater degree of uncertainty and sounds
more tactful than may.
Texts of business documents are specific and aimed at a definite purpose. In order
to make one’s business work and work effectively, a person should possess
knowledge of language standards in business letters. Skilful application of this
knowledge is somehow determined by standards of documents’ writing. If a
document is written in an accepted way, it will be assessed by specialists. A unified
business text takes up less time and work to compile in comparison with private
letters.
Since a writer of a business letter has a unified form in front of him / her, this
person follows a set pattern while doing it. All the writer’s attention is focused on
major information and data which represent the subject of the document. In this way,
an addressee can decode the subject-matter faster, because a document is written in
the standardised form.
Moreover, if business documents are drawn up in a unified and, to some extent,
simplified way, it takes less money spending and saves time of the dealing sides, and
shortens the time of business procedure as well. A special branch of English
linguistics, - business English, - is devoted to the purpose of simplifying of business
making.
Written business English has got certain traits and problems of its usage, not only
for foreigners, but for English-speaking business people.
Лозинская Р.Г. Документ как тип текста и его стилистические характеристики / Тезисы к 7-му зональному
совещанию Восточно-Сибирского региона. – Часть1. – Иркутск, 1983.
1. The point of deliverance. EX Works means that the seller’s only responsibility
is to make the goods available at his premises. EX Ship means that the seller shall
make the goods available to the buyer on board the ship at the destination named in
the sales contract. EX Quay means that the seller makes the goods available to the
buyer on the quay at the destination named in the sales contract.
2. The way of deliverance. FOB means Free on Board. The goods are placed on
board a ship by the seller at a port of shipment named in the sales contract. FAS
means Free Alongside Ship. That means that goods should be placed alongside the
ship to fulfil the seller’s obligations. FOR / FOT mean Free on Rail / Free on Truck.
Truck here relates to the railway wagons, and that makes these abbreviations
synonymous. FOB Airport is based on the same main principle as the ordinary FOB
term. The seller fulfils his obligations by delivering the goods to the air carrier at the
airport of departure.
3. Payment terms. C & F means Cost and Fright. The seller must pay the costs and
fright necessary to bring the goods to the named destination, but the risk of loss or
damage to the goods is transferred from the seller to the buyer when the goods pass
the ship’s rail in the port of shipment. CIF means Cost, Insurance and Fright. This
term is basically the same as C & F but with the addition that the seller has to
procure marine insurance against the risk of loss or damage to the goods during the
carriage.
Thus, in Chapter 1 we have made an attempt to clarify some items of the topic.
They are the following:
The nature of the English of documents writing is determined by its stylistic
realisation in written English. The style of official documents possesses its own
features which are reflected in standardised forms of different documents. They are
peculiarities of the vocabulary, grammar and syntactic constructions, which are the
subject of consideration in the practical part of this paper.
The main problem of writing contracts is embodied in the notion of stylistic use.
Formal style of business English is rather hard to obtain and to follow. It remains
mostly in written form, and its peculiarities should be strictly observed. Some
theoretical problems of its functioning have already been considered. Nevertheless,
informal English influences it greatly, and even in routine papers we may find
deviations from the accepted form.
It can be explained by the fact that business is made by people, and not robots. A
person’s individuality, as well as emotions and feelings, more and more often peer
into a cool and logical world of business, creating new problems and possibilities of
business English functioning in texts of contracts and other documents.
We have also defined contract as a typical realisation of formal business English
which possesses the same stylistic features and follows the same goals as other kinds
of business correspondence.
Contents of contract also have specific clauses, and they ensure division of
contracts into certain types in accordance with a side initiating a deal, a sphere of
making a deal, types of goods and their delivery terms. Very often a way of
deliverance is encoded with the help of special abbreviations. Contracts also possess
remarkable linguistic features revealed in their texts, and they are the subject of
Chapter 2.
Chapter 2. Linguistic peculiarities of contracts
2.1. Contract as a type of text and its stylistic characteristics
From the linguistic point of view, a contract is a type of a document, because any
agreement is a completed document fixing some information. As a type of text,
contract has its own specific characteristics. Stylistic peculiarities of all document
texts are:
1. concreteness, conciseness, clearness of the stated idea;
2. high capacity of information;
3. strict logic;
4. clear rhythm of sentences;
5. accenting on the main idea with the help of word repetitions;
6. absence of connotational information;
7. a special system of clichés and stamps;
8. usage of abbreviations, conventional symbols and marks;
9. usage of terms in their direct semantic meaning; preferential usage of
monosemantic words;
10. division of a text into chapters, paragraphs, points, often numbered (clear
compositional structure of a document);
11. usage of definite syntactic models;
12. graphic decoration of a document: quality of paper, quantity and quality of
illustrations, size and kind of print.
The main features of the style of contract are:
1. steady system of linguistic means in the text of contract;
2. lack of emotional colouring;
3. decoding character of language;
4. usage of a special symbolic system;
5. definite syntactic structure (the 12 above-enumerated items).
The style of contract defines some peculiarities and techniques of its writing.
Making contracts is different in some points from writing business letters, such as
an offer, an inquiry, a complaint, etc. Some considerations important for business
letters are not important for contracts, and v.v. The main difference is that any
contract is made up by two contracting parties and contains information about many
subjects. So all points are to be approved by both parties. There are certain clearly
definable requirements for how to write contracts.
Generally, contracts should be formal, complete, clear, concrete, correct and
∗
concise. In contracts all possible informational details are not suitable. So, while
writing contracts we must observe all peculiarities of standard English grammar,
vocabulary use and stylistic appropriation. A formal contract or agreement requires
considerations of neatness and attractive arrangement. Completeness of any
contract suggests the scope of all significant facts that have reference to the issue of
the agreement. Actually, you are expected to explain what, how, and when you are
going to deal with your partner.
The next element, - clearness, - is one of the most important, because much
depends on it. Clearness could be reached by the use of simple short words, phrases
and paragraphs where the both parties of a contract explain their intentions and
issues. Clearness of any arguments actually defines your striking a deal or not.
The component which is closely connected with the previous one is concreteness.
Concreteness of a contract or an agreement is a part and a parcel of any legal
document. Besides that, the longer the document is, the more attractive and vivid its
contents should be.
The next two components are also significant. They are correctness and
conciseness. Correctness involves proper grammar use (tense-aspect forms of the
verb, verbals, articles, etc.), vocabulary use, punctuation and formal style. Grammar
should be checked with a special care, otherwise it may produce a poor impression
of the document and non-seriousness of your interests. Conciseness is usually
achieved by the use of minimum words to express maximum of information.
Лукьянова Н.А. Настольная книга бизнесмена. Курс английского языка по коммерческой деятельности и
формам деловой коммуникации. – М.: ВТИ-Дейта Пресс, 1993.
As it has been noted above, any contract should be simple and clear, concise and
brief. Commercial correspondence often suffers from an old-fashioned, pompous
style of English which complicates the message and gives the reader the feeling that
he is reading a language he does not understand. Though the language of contract is
perhaps the most formal among all kinds of business correspondence, and the
vocabulary of such correspondence is very specific, which is connected with its
character and a great number of legal terms, it should not be archaic. It should be
clear enough in its meaning.
The style, however, should not be too simple as it may become discourteous and
sound rude. Linguists (G. Leech, J. Svartvik, Ch. Fries, O. Jespersen, M. Joos, I.V.
Arnold, B.A. Ilyish, E.M. Gordon, etc.) recommend the following stylistic devices
that might make agreements and contracts more polite: complex sentences joined
with conjunctions are preferable, rather than short sentences; passive constructions
rather than active; full forms rather than abbreviated forms, where necessary.
The right tone should be neutral, devoid of a language on one hand, and an
informal or colloquial language on the other hand. Therefore, inappropriate
vocabulary, idioms, phrasal verbs are not allowed at all.
The both contracting parties should not experience any difficulties in obtaining
information, they should be able to understand what is written. Misunderstandings
are caused by a lack of thought and care. It may happen if we use a lot of
abbreviations, figures and prepositions.
Abbreviations are very useful, because they are very quick to write and easy to
read. But the both parties are expected to know what the abbreviations stand for. If
one of the partners is not absolutely certain that the abbreviations are easily
recognised he / she should not use it.
The symbol &, which means in English and, is used in some terms like C&F
(Cost and Fright), C&I (Cost and Insurance). But is marked as # in contract texts.
The symbol № is used instead of the word number. In American English the symbol
# means number as well, but it is used in different tables and graphics, and not in
the text. It is never used, however, to denote numbers of houses.
Very often in contracts Latin abbreviations are used, for example e.g. (for
example), et al. (and others), etc. (and so on), v.v. (quite the opposite), i.e. (that
means). Also they use English abbreviations ltd. (limited), Bros. (brothers), encl.
(enclosed), dols. (dollars), etc. [4, P.45 – 46].
The use of figures instead of words for sums can create many problems for
people. To avoid any possibility of confusion, it is necessary to write sums in both
figures and words, e.g. $ 9.897.44 (nine thousand, eight hundred and ninety-seven
dollars, forty-four cents). It is also a norm to put only dollars (pounds, etc.) in
words and cents (pence, etc.) in figures only, e.g. $ 100.50 (one hundred dollars and
50 cents). From the above-written it is clear that the symbols £ (pounds) and $
(dollars), in documents in particular, are put before the sum and their usage is not of
any mistake.
Spelling rules, punctuation and grammar use should all be checked over
thoroughly. Still, there are some other ways in which inaccuracy may spoil the
contract paper. A special attention should be paid to titles, names, addresses,
references, prices, specifications, enclosures, etc., which are also of a great
importance in texts of contracts.
Трофимова А.С. Синтаксические единицы современных английских текстов делового стиля. Автореф. дис. на
соиск. учён. степ. канд. филол. наук / ОГУ им. И.И. Мечникова. – Омск, 1998.
e.g. They have arranged to produce the equipme nt.
We won’t fail to provide full particulars as soon as possible.
We propose to settle by bill of exchange at 60 days, documents against
acceptance.
In the case the suppliers want to have any additional information you should
contact us immediately.
Generally in contracts and agreements the infinitive adjunct to an active verb is a
simple infinitive. Sometimes, however, it may be followed by the perfect infinitive,
indicating an action which precedes that one of the predicate verb. As for the
continuous infinitive in this function the analysis of contracts has proved that it is
hardly ever used.
e.g. Property in goods, to have passed to Buyers when goods have been put a
board.
You don’t appear to have taken into account the annual summer works’ shut-
down.
The delivery of goods was to have taken place last month and we have been
caused serious inconvenience through the delay.
We expect to have been informed by Feb. 15th.
It should also be noted that in commercial correspondence the subject of the
infinitive adjunct is a person (e.g. we, they) or a thing denoted by the subject of the
sentence (e.g. our firm).
e.g. We look forward to your early reply.
The Suppliers inform the Buyers that there had been a fire.
Our enquiries with your representative whom we asked…
The infinitive in business correspondence may also serve as an adjunct to a
passive verb. In this case it always follows its head-verb and is lexically restricted.
The infinitive in this function follows the following verbs: to consider, to expect, to
instruct, to prepare, to repute, to require.
e.g. The national Bank of Argentina has been instructed to open a credit valid
until 30 November.
The goods are considered to be in conformity with the certificate.
The delivery date is understood to be the date on which the Suppliers apply to
the Buyers’ Shipping Agents.
The use of the infinitive adjunct to a passive verb is stylistically restricted. It
frequently occurs in newspapers, scientific prose and business correspondence, but
it is not characteristic of literary style, and in social English it is not common at all.
The infinitive may serve as an adjunct to an active verb followed by a noun or a
pronoun which stands to the infinitive in the relation of a subject. The combination
is lexically restricted, because in business correspondence it may be found only
after the definite verbs from the following list: to advise, to allow, to ask, to enable,
to expert, to help, to prefer, to urge, to want, to wish.
e.g. We would advise you to take an all-rich insurance policy.
If the period of guarantee has not expired we will ask you to replace the
machine by another one.
Should the Buyers fail to keep this rate of unloading…
We agree to accept this shipment on condition that you…
The complex infinitive adjunct to an active verb is not restricted stylistically and
is in extensive use in scientific and fiction literature and also in commercial and
business correspondence.
The Indefinite Infinitive occurs in contracts in the function of the predicate,
expressing obligation and a future action.
e.g. Delivery to commence in six to eight months and to be completed in twelve
to sixteen months (to commence = will commence).
Date of shipment to be determined by date of Bill of Lading (to be
determined = will be determined).
It is allowed only in texts of contracts and other business documents.
Each contract also has constructions with participles.
e.g. The letter of credit is to be valid for 90 days, all bank charges being at the
expense of the Buyers.
Here is a construction with Participle I where it refers to the noun in the General
Case, which goes before the participle. It is not common in speech, but it occurs in
contracts.
Constructions with the Perfect Participle, however, are rare in contracts and show
an action prior to another one expressed by the predicate.
e.g. We have included in our claim only the cost of material and labour, all other
expenses connected with the repair not having been taken into consideration.
Some participles which have no explanatory words in contracts can either
precede or follow a noun. Mostly they are constructions with Participle II:
e.g. the required specification vs. specification required;
the enclosed letter vs. the letter enclosed.
The Past Participle Passive always follows a noun if it has explanatory words.
e.g. a telegram received from London;
the cheque attached to the letter.
If a participle shows only an action which is made upon the subject, it follows a
noun.
e.g. The sellers are to inform us of the quantity of the goods loaded.
Buyers are to accept or pay for the quantity shipped.
The participle showing the quality, if there is one, precedes the noun:
e.g. illustrated catalogue; damaged goods;
within six weeks of the stipulated time of shipment.
The definite article the in contract has its own peculiarities.
In every contract there are Buyers and Sellers and these words can be used either
with the definite article or without it. Nevertheless, they are always capitalised:
Buyers, Sellers.
e.g. This contract is made between Rossexport, hereinafter called Sellers…
…and India Electric Company, hereinafter referred to as the Buyers…
Although in Russian it is always singular, in English it can be either singular or
plural. That is why all variants are possible: the Buyers – the Sellers; the Buyer –
the Seller; Buyer – Seller. The most common is the first variant though the others
are also possible.
e.g. Should the Seller fail to notify the Buyer of a contingency…
If, however, they are to be shipped to Buyer who lives a considerable
distance away… (absence of article)
The goods sold under the present contract are to be delivered by Sellers and
accepted by Buyers. (absence of article)
The definite article is also used with ships.
e.g. The S.S. Svir is to arrive on July, the 5th.
Also the definite article is rarely used after prepositions of the Latin origin per
and ex.
e.g. The goods were shipped per S.S. Svir.
The wheat was delivered ex S.S. Svir.
The definite article is never used with nouns which are followed by a number in
sizes, codes, etc.:
e.g. under Contract № 25; Order № 1015; our account No. 100/1066;
under paragraph 9 of your General Conditions of the order;
in accordance with clause 6 of the agreement.
From the above-written we can conclude that contract has its own grammatical
and stylistic peculiarities which have much in common with the ones of business
correspondence. However, they are unique enough to consider contract a specific
type of business correspondence.