Linguistic Pecularities Of Contracts in English

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 clichйs 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.

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 pompous 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 Ј (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.

2.2. Grammatical peculiarities of contracts

On the whole, grammar of any contract may be characterised as rather

simple and formal. Simple here means lack of diversity of variants

which occurs in every document which is not legal. As for the grammar

tenses which are used in agreements, the most widespread are the

Indefinite and the Perfect tenses, both in the Active and Passive

Voices. In many points their usage is already part and parcel.

e.g. Sellers have sold and Buyers have bought… (Present Perfect)

The Agents shall bear all transport expenses from… (Future

Indefinite)

Our firm informed the Suppliers that the general conditions were

not contained in the order. (Past Indefinite Active / Passive)

Complex analytical forms of the verb, such as the Continuous and

Perfect Continuous Tenses, are absolutely not used in no way. The

specific character of any contract provides rare usage of the past

tenses.

One of specific features of contract is usage of the verb shall [5;

6; 14; 15]. Though it is not used in Modern English, in business

correspondence and documents it keeps being used.

e.g. The result shall be considered. = The result is to be

considered / will be considered.

Buyers can pay for the goods from the first person or from the third

one, both in the plural and singular number.

e.g. Each party shall have the right to refuse any further

fulfilment of the obligations. (3d person, sing)

The Buyers shall obtain the import licence. (3d person, pl.)

We shall have the right to assign to you… (1st person, pl.)

The combination of the verb should and the infinitive also shows a

future action, but with a less degree of probability. This

construction usually occurs in subordinate clauses.

e.g. …if a delay in the delivery should exceed 3 months.

In many cases shall and should are equal in meaning.

e.g. …if the actual cost to us shall / should increase.

The peculiarity of contract is also omitting if in subordinate

clauses with should, and in this case should becomes the first element

in the sentence.

e.g. We hope that you will send as enquires should you need.

Should 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.:

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