ENGLISH FOR LAW STUDENTS
Contracts/legal terms and concepts
Structure of a commercial contract
23 January 2013
By Helen Michelle Jørgensen
TRANSFERRING A CONTRACT
What is the difference between:
 Assignment
 Novation
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SIGNING FORMALITIES
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Under hand
Under seal
By a Director
By another authorised person
By an Attorney-in-Fact
What evidence of authority to look for
How is the document signed
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FORMS OF EXECUTING
What is:
 a Deed
 a Common Seal
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SIGNING FORMALITIES
What is the difference between:
 Apostille/Apostillise
 Notary/Notarise
When are these necessary
Handout: Apostilise/Notarise
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HISTORICAL BACKGROUND
FOR USE OF CERTAIN LEGAL WORDS
 Legal language was Latin, then
French, then English
 ”Law” French was gradually
replaced by ”Law” English
 Result: acceptance of
pairing/doublets
 Result: old fashioned
terminology
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THREE LANGUAGES COMPETING FOR
ATTENTION – SOLUTION:
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Legal doublets and triplets
Hallmark of legal English
Styllistic habit or ‘sounds right’
Needless string of words with
the same or nearly the same
meaning
Handout: Legal Doublets and
Triplets
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VARIATIONS
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Treaty/convention
Duty/obligation
Right/entitlement
Act/statute
Purchaser/buyer
Seller/vendor
Customer/client
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COMMERCIAL CONTRACTS
Structure of a commercial contract
Handouts: Specimen contracts
Structure of a typical commercial agreement
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Objective - logical sequence – easy to read
Index - clause numberings and headings, schedules
Parties
Recitals - history and background
Definitions - terms which are long and repeated
several times - a shorthand ‘label’
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Structure of a typical commercial agreement
 Main operative clause - describes the main
comnmercial transaction
 Consideration/price
 Conditions
 Warranties
 Confidentiality
 Duration and termination
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Structure of a typical commercial agreement
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Miscellaneous clauses/‘Boiler plate’
Schedules
Appendices
Exhibits
Execution blocks
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