Linguistic Pecularities Of Contracts in English

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 is

formal, complete, clear, concrete, correct and concise. It is also

neat and has an attractive arrangement. The tone of contract is

neutral and devoid of both pompous and informal language. It means

there are no colloquial words and expressions, idioms, phrasal verbs.

Abbreviations are not used if possible. Full forms of words are

preferable. Sums are written both in figures and words.

Grammatical peculiarities of contact are characterised by high

usage of verbals. Its text is presented mostly with infinitive and

participial constructions. Among infinitive constructions are singled

out those ones with the Simple / Indefinite and Perfect Infinitives as

adjuncts to active and passive (only in newspapers and contracts)

verbs and the Simple Infinitives as complex adjuncts to active verbs.

Participial constructions are of the following types. Participle I

refers to a noun in the General Case which goes before the participle.

Perfect Participles are rare. Participle II either follows or precedes

a noun.

As for the tense-aspect forms of the English verb, the Indefinite

and Perfect tenses, both in the Active and Passive voices, are used

instead of analytical forms. The past tenses are rarely used.

Shall and should are used with all numbers and persons. Omitting

if in subordinate clauses is another feature of contract. The definite

article is used with ships, the words Buyers and Sellers. It is not

used, though, after prepositions of the Latin origin per and ex, with

nouns followed by a number in sizes, codes, etc.

Lexical peculiarities of contract are the following. The lexicon of

contract is stable. All words are used in their exact meaning. There

is no emotional colouring of words. Practically in every contact there

are compounds with where-, here-, there- (whereas, thereby, herewith,

thereto, etc.), hereinafter, the aforesaid, phrases: (it’s) understood

and agreed, including without limitation, assignees and licensees,

without prejudice, as between us, solely on condition that, on

conditions that, on understanding that, subject to, and others. In

contracts are used words of the Latin origin: pro rata, pari passu,

inferior, superior, ultima, proxima, extra, and French words: force

majeure, amicably.

In such a way, all the formulated tasks have been solved and the

purpose of the research has been reached. Linguistic peculiarities of

contract, a kind of written business English, have been studied as

groups of stylistic, grammatical and lexical peculiarities.

REFERENCES

1. Англо-русский экономический словарь. – М., 1976.

2. Арнольд И.В. Лексикология современного английского языка. – М.: Изд-

во лит-ры на иностр. языках, 1959. – 351 с.

3. Арнольд И.В. Основы лингвистических исследований: Учеб. пособие. –

М.: Высш. шк., 1991. – 140 с.

4. Бурмистрова Н., Котляр В. Английский язык для эффективного

менеджмента. – М.: “Технологическая школа бизнеса”, 1994, 264 с.

5. Гальперин И.Р. Стилистика английского языка. – М., 1981. – 336 с.

6. Голденков М. Азы английского сленга и деловой переписки. – Мн.:

издательский дом, 1994. – 128 с.

7. Деловая перемена с иностранными фирмами. Практическое пособие. –

М.: “Имидж”, 1991, 431 с.

8. Демидова А.К., Смирнов Э.А. Русская коммерческая корреспонденция

(для говорящих на английском языке). – М.: Русский язык, 1993. –

323 с.

9. Израилевич Е.Е. Учебник коммерческой корреспонденции и документации

на английском языке. – М.: Внешторгиздат, 1964. – 447 с.

10. Котий Г.А., Гюльмиссаров В.Р. Деловые письма на английском языке.

Образцы с переводом на русский язык (Практическое пособие). – М.: 1

Федеративная Книготорговая Компания, 1998. – 1998. – 192 с.

11. Лозинская Р.Г. Документ как тип текста и его стилистические

характеристики. / Тезисы к 7-му зональному совещанию Восточно-

Сибирского региона. Часть I. – Иркутск, 1983.

12. Лукьянова Н.А. Настольная книга бизнесмена. Курс английского языка

по коммерческой деятельности и формам деловой коммуникации. – М.:

“ВТИ – Дейта Пресс”, 1993, 570 с.

13. Майерс Л.М. Пишем по-английски: руководство по грамматике и письму

на английском языке. – СП б.: Лань, 1997. – 448 с.

14. Новый англо-русский словарь под общим руководством проф. А.М.

Смирницкого. – М., 1995.

15. Русско-английский словарь / В.М. Мюллер, В.А. Камлан, В.А.

Дашевская. – М., 1995.

16. Сальникова Л.В. Английский язык для менеджеров. – М.: Метод, 1992.

– 183 с.

17. Современный английский язык (Слово и предложение): Учеб. метод.

пособие для студентов педвузов и фак-тов иностр. яз. –

Иркутск,1997. – 409 с.

18. Gordon E.M., Krylova I.P. The English Verbals.- M.: Международные

отношения, 1973. – 215 с.

19. Dear Sirs! Деловая переписка по-английски. – М.: Культура,1993. –

328 с.

20. Everyday and Business English. – СП б.: Содействие,1992. – 192 с.

21. The Issues in English Philology (Study Manual): For advanced

students and for teachers of English. – Irkutsk, 1998. - 140 p.

22. Leech G., Svartvik J. Communicative Grammar of English. – М.:

Просвещение, 1983. – 304 с.

23. Longman Dictionary of Contemporary English. – M., 1992.

( Лозинская Р.Г. Документ как тип текста и его стилистические

характеристики / Тезисы к 7-му зональному совещанию Восточно-

Сибирского региона. – Часть1. – Иркутск, 1983.

( Лукьянова Н.А. Настольная книга бизнесмена. Курс английского языка

по коммерческой деятельности и формам деловой коммуникации. – М.: ВТИ-

Дейта Пресс, 1993.

( 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.

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