Linguistic Pecularities Of Contracts in English - Иностранные языки - Скачать бесплатно
the above circumstances continue to be in force…
Should Buyers fail to open the letter of credit in time…
One of the most striking features of Business English is a wide use
of verbals, and their study might be interesting for those who learn
and teach English. The system of non-finite forms of the verb
comprises the infinitive, the -ing-form and the participles. It is
common knowledge that verbals are widely used in social English, but
they are often used in business and commercial correspondence as well.
The usage of verbals, however, is very specific and presents certain
difficulties.
One of the most frequently used verbals in business letters is the
infinitive. It may serve as an adjunct to verbs, nouns and adjectives.
Accordingly, infinitive constructions are subdivided into infinitives
as verb adjuncts, infinitives as noun adjuncts and infinitives as
adjective adjuncts [3, P.58]. The most interesting and important for
the research is the first group, so we shall consider only it.
There are six types of patterns in which the infinitive is to be
regarded as a verb adjunct:(
1) an adjunct to an active verb;
2) an adjunct to a passive verb’
3) a complex adjunct to an active verb;
4) a prepositional complex adjunct to an active verb;
5) a wh- infinitive adjunct;
6) an adjunct to a verb in a sentence with a function of the
subject.
The groups of the infinitive as an adjunct to an active verb, the
infinitive as an adjunct to a passive verb and the infinitive as a
complex adjunct to an active verb are used in commercial
correspondence and in contracts in particular. The last three types of
the infinitive are very rarely used in business correspondence or
might be used just occasionally.
The infinitive as an adjunct to an active verb always follows a head-
verb. In business correspondence it is lexically dependent and
commonly found after the following verbs: to agree, to appear, to
arrange, to continue, to decide, to expect, to fail, to hesitate, to
hope, to intend, to like, to manage, to need, to offer, to omit, to
plan, to prefer, to prepare, to propose, to regret, to secure, to try,
to want, to wish.
e.g. They have arranged to produce the equipment.
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.
2.3. Lexical peculiarities of contracts
From the lexicological point of view contracts are of great
interest. The lexicon of contract has its own specific features. First
of all, it is rather stable. As a rule, words have their only exact
meaning. There are no words which are emotionally coloured. As a
result of it, we can point out the words, which are present
practically in every contract. They are the following.
Whereas expresses every man’s idea of how a contract begins. One
must be careful about mixing up recitals of history with what is
actually being agreed on. It would be wrong to write *Where as A
admits owing B $ 1000, because the admission may later haunt one.
Rather less damage would be caused by using of the proper word.
Whereas means that the parties have been engaged in a series of
transactions resulting in a dispute over accounting between them.
e.g. The surplus is to be paid for by the Buyers, whereas
shortweight is to be refunded by the Sellers.
One more compound word with the adverb where is whereby, which
means by which and refers to the present contract.
e.g. We have concluded the present contract whereby it is agreed as
follows…
The usage of compound words with adverbs here / there and
prepositions is also typical of written formal style of English. Their
meaning is made up from meaning of their components. There is no
principal difference, though, between meanings of here- / there-
compounds.
e.g. If shipment of the whole or part is thereby rendered
impossible… (thereby = by it; by that means; in that connection)
We are sending you herewith statement of your account. (herewith
= with it / that)
All expenses connected therewith being born by… (therewith =
with it)
The examination of the goods and objection thereto… (thereto =
to it)
Subject to General Conditions on Sale endorsed hereon… (hereon =
on this document)
The goods to be shipped as soon thereafter as suitable tonnage
obtainable. (thereafter = from that time)
The Sellers shall not be responsible for any damage resulting to
the Buyers therefrom. (therefrom = from it / them)
Hereinafter is a very useful word, doing the job of the six,
referred to later in a document. Hereinafter frequently sets up
abbreviated names for the contracting parties.
e.g. Knightsbridge International Drapes, Ltd. hereinafter the
Buyer.
The wood goods hereinafter specified subject to a variation in
Sellers’ option of 20 per cent.
The aforesaid is a clichй which is more preferable in texts of
contracts instead of its less formal equivalents: the above-mentioned,
the above-written, as was written / said before, and the like.
e.g. The aforesaid documents should contain references…
The aforesaid guarantee shall end for the following vehicles…
It is understood and agreed. On one hand it usually adds nothing,
because every clause in the contract is figurally understood and
agreed. On the other hand, it adds an implication that the other
clauses are not backed up by this phrase. By including one you exclude
the other.
e.g. The prices in this contract are understood and agreed upon.
The delivery date is understood and agreed to be the date…
Including without limitation. Usually people want to specify things
underscored in contracts, and this phrase indulges the prediction.
e.g. You may assign any and all your rights including without
limitation your exclusive British and Commonwealth Rights.
Assignees and licensees. These are important words on which
acceptability depends from one’s point of view.
e.g. Knightsbridge, its assignees and licensees…
This beginning suggests that Knightsbridge may hand you over to
somebody else after contracts are signed. If you happen to be
Knightsbridge, you will want those particular rights and should use
the phrase.
Without prejudice. The British use this phrase all by itself,
leaving the reader intrigued: without prejudice – to what exactly?
Americans use it more elaborately. Legal rights, for example, are not
the same thing as remedies in the offers to enforce them. Thus it’s
the American right to write:
e.g. Without prejudice to any of my existing or future rights or
remedies.
We have carefully examined the samples from this consignment and
offer you, without prejudice, an allowance of 50 USA cents per
50 kilos.
As between us – it is a useful phrase because people are always
forgetting or neglecting to mention that a great many interests may be
involved in what appears to be a simple dialogue. A is controlled by
investors, and B – by a foreign parent company. That’s why it will be
useful to say in such a situation as between us…
e.g. We confirm the exchange of telexes as between us follows…
Solely on condition that – it’s one of a few phrases that can be
considered better than its short counterparts. One might ask: “Why not
use just if instead of the phrase?” If by itself opens a possibility
of open contingencies.
e.g. If Baker delivers 1000 barrels I will buy them.
But it is unclear if you will buy them only from Baker. Therefore, we
can use only if as a synonym. Sometimes it works out, but not always.
In this case more than an elaborated phrase is justified.
e.g. I will buy 1000 barrels solely on condition that Baker
delivers them.
The phrase makes the conditions of the deal clear.
e.g. We can accept the goods solely on condition that you grant us
allowance of…per…
In contracts there are other prepositional phrases made up from
words. They are complex, and one must be attentive using them. The
prepositions also provided are the following: on conditions that; on
the understanding, etc.
e.g. We agree to this only on the understanding that the rate of
freight does not exceed.
Claims against the quality of vehicles may be submitted on
conditions that the defects are found within 40 days.
Such prepositional phrases are practically equal in meaning.
Subject to – a few contracts do without this phrase. Many promises
can be made good only if certain things occur. The right procedure is
to spell out these plausible impediments to the degree that you can
reasonably foresee them.
e.g. Our agreement is subject to the laws of Connecticut.
The wood goods hereinafter specified subject to a variation in
Sellers’ option of 20 per cent…
But there is another meaning of the prepositional phrase. It may
express some condition.
e.g. We offer you, subject to your acceptance by cable, 1000 tons
of ore.
The Sellers have sold and the Buyers have bought on the terms
and conditions set forth and subject to General Conditions on
Sale endorsed…
Exclusive – it’s important in contracts. English is vast and its
usage creates difficulties in many cases. Exclusivity as a term means
that somebody is bored from dealing with another one in a specified
area.
In the lexicon of contracts there are many foreign words, first of
all, Latin ones, such as pro rata and pari passu. Pro rata proves
helpful when payments are to be in proportion refuting prior formulas
in a contract.
e.g. Demurrage is to be paid per day and pro rata for any part of
the running day.
Pari passu is used when several people are paid at the same level
or time out of a common fund.
e.g. Fractions to be considered pari passu.
Still there are such words as inferior / superior, they are often
used to describe the quality of goods.
e.g. Should the natural weight be superior or the contents of
foreign admixture inferior…
We had specially selected the goods which were superior to the
samples in every respect.
Complaints and claims may arise in connection with inferior
quality of the goods, late delivery or non-delivery of goods.
Ad hac is also a Latin word, not often used in contracts nowadays.
It means now an arbitrary court for a concrete trial. Such Latin words
as ultima, proxima are now archaic and rarely used.
e.g. If the excess is discovered only on arrival of the goods at
their ultima destination in the U.K.
On the contrary, such a Latin adjective as extra, which means
additional, keeps being widely used in official English, and is quite
common for the colloquial style.
e.g. In order to obtain delivery we have had to incur extra
expenses for which we hold you responsible.
No extra payment is to be effected for any excess weight.
Very few words are borrowed from French. The most widespread of
them are force majeure, which is an essential clause of almost any
contract and serves to describe some unpredictable events that may
happen to goods while being delivered or other reasons, and amicably,
which means friendly.
e.g. Very often the parties amicably agree upon a settlement of the
claim in question.
The Sellers and the Buyers shall take all measures to settle
amicably any disputes.
So, in contracts a person can come across a definite number of
words and word combinations which make up lexical peculiarities of
their texts. They all are rather bookish and belong to formal style of
written English, not being used in informal English and rarely used in
spoken formal English.
Conclusion
The research has allowed to reveal a specific character of contract
as a type of business correspondence. The first, and most important of
all, reason for considering contract business correspondence is formal
style of its language. It means that in texts of contracts we can find
a bright example of formal written English.
Formal style of English has such main features as conventionality
of expression, absence of emotiveness, encoded character of the
language and general syntactic mode of combining several ideas within
one sentence. All that is revealed in texts of contracts through their
vocabulary, grammar and style.
Stylistic peculiarities of business correspondence are based on the
following factors. The syntactic pattern of business documents is one
long sentence which consists of separate numbered clauses divided by
commas and semicolons. Every clause is capitalised. That is done to
show the equality of items of a document.
Written business English goes impersonal style. It means there are
no direct addressees, passive constructions are used instead of
active, a great number of amount words, modal verbs might and could
instead of can and may. This all is done for a document to sound
tentative and tactful.
No connectors are used in business correspondence as they convey a
little information. In formal style whom is used instead of who. If
there is a need in prepositions, they go before whom, which is not
typical of informal style at all.
Stylistic peculiarities of formal written English also imply usage
of words in their primary logic meaning and absence of contextual
meanings. Formal English is characterised by usage of special terms.
They all are precise in meaning and rather bookish. Among them there
are a lot of words of the Latin, Greek and French origin, replaced in
spoken English by words of the Anglo-Saxon origin.
These factors make up the standard of documents’ writing. Special
forms help to focus readers’ attention on major information and
simplify process of making a deal.
There are the following theoretical problems in studying the
problem. First of all, there is a difficulty to draw a line between
formal and informal English, as the latter influences formal style
greatly. Sentences in documents are too long and bookish to be used
freely. Documents are devoid of personal pronouns I, we, you. The
language of documents lacks force and vividness to keep strict to the
point. Meanwhile, it is hard to keep one’s attention while reading
them due to this trait.
Contract is a type of a business document presenting an agreement
for the delivery of goods, services, etc., approved and signed by the
Buyer and the Seller. Its aim is to state conditions binding two
parties in a deal and to reach agreement between them.
Contract has a written standard form. It also has some essential
clauses, such as contract number, subject of contract, quality and
price of goods, delivery terms, packing and marking, transport
conditions, arbitration, force majeure, judicial addressees of the
sides and their signatures. Some articles may be supplemented and
altered. Every clause has its own specifics.
Besides a contract form, there are other forms related to it:
Supplement to Contract, Order and Order Confirmation. The Master
Pattern as a basis for standardised forms of enquires and offers is
used at pre-contract stages of a deal. Contract is supported with
requests, remindings, verifications of different terms, guarantee,
waving inspection letters, etc.
Contracts differ in the point of deliverance, the way of
deliverance, payment terms. Delivery terms are marked with the
International Commercial Terms (Incoterms), which are mostly
abbreviated. Abbreviations serve as signs of the code of documents.
Contracts can be export and import (orders). Import contracts
include harder conditions towards sellers than export ones. As textual
varieties contracts can be administrative-managerial, financial-
economical, advertising, scientific-technical and artistic-
publicational by sphere of circulation. The subject of a deal may be
ordering and purchasing of oil products, machinery tools, grain,
timber, and whatever possible.
As a type of a document, contract fixes some information. Stylistic
peculiarities of contract are concreteness, conciseness, clearness of
the idea, high capacity of information, strict logic, clear rhythm of
sentences, word repetitions which accent the main idea, no
connotations, cliches and stamps, usage of monosemantic words and
words in their direct logical meaning, division of text into chapters,
paragraphs, points, presence of definite syntactic structure.
The major difference of contract from other business papers is that
it is made up by two sides, and information in them is approved by
them both. All informational details are not suitable. Contract
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