Linguistic peculiarities of contract

Contents

Introduction            

1. Contract as a type of text and its stylistic characteristics           

2. Grammatical peculiarities of contract               

3. Lexical peculiarities of contract                

Conclusion                    

References            

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Introduction

The interest to the problem of drawing up contracts is not occasional. Nowadays more and more people are getting involved in the world of business relationships. As a result of it, business people need specialists possessing knowledge of the English language used for writing documents.

Any serious deal should be struck with the help of contracts and agreements. A written form of agreements is a guarantee that different people, for example Buyers and Sellers, will cooperate in accordance with a certain business strategy, and their interests will be taken into consideration by their partners.

A contract makes clear such things as quantity and quality of goods, their prices, delivery terms, order of payment, and other terms. Contract serves to make a business operation smooth and logic. It also proves seriousness of contracting parties and defines their responsibilities before each other. An honest word of a businessman, as well, should be reflected in a contract of a different kind. It is called intentions agreement and is a manifestation of a wish to do business. That is, every step and stage of a business deal should be supported in a legal way, in an official form.

The chosen problem has appeared to be very urgent, because linguistics lacks its precise description. There is a clear-cut between formal and informal styles of English, but there is no strict difference between spoken and written business English. Obviously, businessmen do not communicate with their companions using intricate phrases and bookish words. Still, they are obliged to use some formal clichés which may sound strange to non-business people, but are essential for conducting business. Anyway, in the research we have been trying to investigate the written part of business procedure, and to analyse texts of contracts considering their specific peculiarities.

Another thing to be mentioned is that there are very few scientific researches devoted to the problem of drawing up business documents. As a result of it, theory of writing business papers, on the one hand, reflects highly subjective approaches. On the other hand, such approaches are not unified in accordance with existing rules of formal English which is also greatly influenced by informal English. Such influence really exists, but there are no accepted criteria about what changes should be taken into consideration. That is why people who draw up contracts suffer quite understandable problems: How should they do it to sound correct in the foreign language? To what degree should they be formal in the text of contract, if even English-speaking people meet difficulties of a special kind in drawing a line between formal and informal English? However, these problems are side problems of making up contracts here.

The object of the research, thus, is a contract as a part of a business deal and a type of written business English. Its subject comprises investigation of linguistic peculiarities of a contract which make technique of its writing obligatory for people involved in drawing up business documents.

The purpose of the research is to investigate peculiarities in texts of contracts. It is performed through comprehension, interpretation and analysis of contractual essential clauses, all of them illustrated by examples from texts of contracts.

The solution of the aim claims for doing away with a number of certain tasks, such as:

1. to point out main features of formal English as the language of business correspondence;

2. to describe the structure of contract and to single out its main clauses which are characteristic of this type of documents;

3. to expose peculiarities of contract dividing them into three general groups of stylistic, grammatical and lexical peculiarities.

In order to solve these tasks the author of the research has used methods of studying and analysis of theoretical literature and practical manuals on the problem; the methods of observation, description, means of syntactic and semantic analyses.

The research has been performed in four interrelated steps. Analysis of literature on the problem has logically been the first stage. After it, theoretical basis of the research has been compiled. Then the author has picked up examples illustrating grammatical, lexical and stylistic peculiarities of contracts. At last, generalisation of results of the research and drawing up final conclusions have been performed.

In fact, linguistic peculiarities of contracts in comparison with their structure and functioning in the business world have not been investigated thoroughly enough yet. There are either economic papers on forms and types of contracts, or linguistic researches on stylistic peculiarities of formal English. To state a connection between those kinds of data and make links between them describing texts of contracts and to analyse their distinguishing features are the main factors of scientific novelty of the research.

The practical significance of the research is in possible application of its results in practice by people who are interested in drawing up contracts and in the way of doing it correctly. It can be also be of an interest for people studying problems of style in English and functional usage of formal and informal styles. The results of the research can be taken into consideration by students and instructors of English and English stylistics. As well they can be used as material for special courses on business English for students of linguistic and economic departments.

The examples for analysis have been selected by the method of overwhelming excerption from texts of contracts dated different years. This fact can be a basis for comparison of linguistic devices used in them. In order to make analysis of examples more precise, the author has used data not only of linguistic, but those ones of economic dictionaries as well.

The structure of the research includes introduction, two chapters, seven paragraphs, conclusion and references. The total volume of the research is 43 pages.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

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. [2, 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.

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 [3; 4; 5; 6]. 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 [1, 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.