Диплом: Linguistic Pecularities Of Contracts in English
Contents
Introduction 4
Chapter 1. Contracts. General characteristics and types 7
1.1. English of documents’ writing 7
1.2. Theoretical problems of the language of documents 13
1.3. The structure of contract and its essential clauses 15
1.4. Types of contracts. Abbreviation 19
Chapter 2. Linguistic peculiarities of contract 23
2.1. Contract as a type of text and its stylistic characteristics 23
2.2. Grammatical peculiarities of contract 26
2.3. Lexical peculiarities of contract 32
Conclusion 38
References 42
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.
Chapter 1. Contracts. Their general characteristics and types
1.1. English of documents’ writing
A document in its any appearance has always been an important part of
business doing. Business contracts are impossible without correspondence all
over the world. It does not matter, whether you communicate with your partner
on the phone (orally) or through telexes (in writing). All decisions and
terms must be confirmed by documents.
All business papers, both correspondence (letters), telexes, enquiries,
offers, claims (complaints) and contracts (agreements) are normally
associated with striking business deals and their procedure. Such documents
are made up and signed “by a judicious authority and are of legal importance”
[5, P.7]. As a result of it, business documents are written in accordance
with some officially accepted forms, common for everybody who wants to do
business.
The official business language is sometimes called officialese and
differs from other kinds of the English language, mostly because of specific
character of its functional usage, which can be illustrated in classical terms
of style, its predestination, and main features.
A functional style of a language is characterised by the greater or less
typification of its constituents and supra-phrasal units, in which the choice
and arrangement of interdependent linguistic means are calculated to secure
the purpose of communication [3, P.312].
The style of official documents is divided into sub-styles of the language of
business documents, legal documents, diplomacy, and military documents. The
aim of the style of official documents is to state conditions binding two
parties in an undertaking and to reach agreement between them.
General features of the style of English of documents’ writing are the
following:
1) conventionality of expression;
2) absence of emotiveness;
3) encoded character of the language system (including abbreviations);
4) general syntactical mode of combining several pronouncements into one
sentence [3, P.316].
The syntactical pattern of business correspondence style is made up from
compositional patterns of variants of this style which have their own
designs. The form of a document itself is informative, because it tells
something about the matter dealt with. From the viewpoint of its stylistic
structure, the whole document is one sentence. It looks like separate, shaped
clauses often divided by commas or semicolons, and not by full stops, often
numbered. Every predicate construction begins with a capital letter in the
form of a participial or an infinitive construction.
e.g. 3. Claims
3.1. In case of non-confirmity of the quality of the goods actually
delivered by Sellers with the contract specification, any claim
concerning the quality of the goods may be presented within two
months of the date of delivery;
3.2. No claim to be considered by Sellers after expiration of the above period;
3.3. No claim presented for one lot of the goods shall be regarded by
Buyers as a reason for rejecting any other lot or lots of the goods
to be delivered under the present contract;
3.4. ... [6, P.202].
This structurally illogical way of combining definite ideas has its sense. It
serves to show the equality of the items and similar dependence of
participial and infinitive constructions or predicate constructions.
One of the most striking features of this style is usage of words in their
logical dictionary meaning. There is no room for contextual meanings or for
any kind of simultaneous realisation of two meanings. Words with emotive
meanings are not to be found there either [3, P.31].
Every type of business documents has its own set phrases and clichés
which may sound strange in colloquial English, e.g. invoice, book value
, currency clause, promissory note, assets, etc. If a person wants to
avoid misunderstanding, he / she should use glossary of commercial terms, and
vice versa.
Indeed, there are many differences in the vocabulary of formal and informal
business correspondence. Much vocabulary of formal English is of the French,
Latin and Greek origin. They are often translated into informal language by
replacing them by words or phrases of the Anglo-Saxon origin.
e.g. Formal style Informal style
commence begin, start
conclude end, finish, stop
prolong, continue go on
Let us compare examples where these words are used in different styles.
e.g. I am informing you that the meeting will commence at 4 p.m. (formal)
I’d like to remind you that the meeting will begin at 4p.m. (informal)
The meeting concluded with signing the contract. (formal)
The meeting ended with signing the contract. (informal)
Phrasal and prepositional verbs are characteristic of informal style, that is
why they are not used in business correspondence. Their formal equivalents
are used in official texts instead.
Formal style Informal style
discover find out
explode blow up
encounter come across
invent make up
investigate look into
e.g. In case of discovering discrepancy of quality and quantity of the
product inform us immediately.
Spoken English is full of various vocabulary, both standard and slangy. We also
have here different connectors, such as well, you see, a kind of which
cannot be used in written business English, both logically and stylistically.
They are logically excluded because of a little amount of information they
convey. Business documents, on the contrary, convey a lot of information in
almost any word. Thus, a person should be aware of these factors and not mix up
colloquial and business English, drawing up a document.
Informal terms have emotive qualities which are not present in formal language.
Formal language often insists on a greater deal of preciseness. But the problem
is that there are not always proper equivalents in formal and informal English.
The informal word job, for instance, has no formal equivalent. Instead
of it, we have to look for a more restricted in usage and a more precise term,
according to the context, among possible variants: employment, post (esp.
Br.E.), position, appointment, vocation, etc. [16, P.12 – 13]
Business English is formal. We use it in business correspondence, official
reports and regulations. Actually, it is always written. Exceptionally it is
used in speech, for example, in formal public speeches. There are various
degrees of formality, like in the examples:
e.g. After his father’s death, he had to change his job. (informal)
On the disease of his father, he was obliged to seek for alternative
employment. (formal)
These sentences mean roughly the same idea, but would occur in different
situations. The first sentence is fairly neutral (common core) style, while
the second one is very formal, in fact stilted, and would only occur in a
written business report.
In general, grammar rules of spoken sentences are rather simple and less
constructed than grammar of written sentences, especially in agreements. It
is more difficult to divide a spoken conversation into separate sentences,
and connections between one clause and the other are less clear because the
speaker relies more on the hearer’s understanding of the context and
situation, as well as on his ability to interrupt if he fails to understand.
The speaker is able to rely on features of intonation which tells us a great
deal that cannot be reflected in written punctuation.
The grammar use in business correspondence is also different about the pronouns
who and whom, and the place of prepositions:
e.g. She wanted a partner for her business in whom she could confide. (formal)
She longed for a partner (who) she could confide in. (informal)
In what country was he born? (formal)
What country was he born in? (informal)
Formal written language often goes impersonal style. That means that one doesn’t
refer directly to himself / herself or to his / her readers, but avoids
pronouns. Some of the common features of impersonal language are passive
sentences beginning with the introductory word it and abstract nouns.
The effect of the change into a passive construction is to reverse the focus
from the subject to the object of speech.
Abstract nouns, especially amount words (majority, minority, amount),
specify more precisely the meaning of an utterance.
e.g. Announcement from the librarian
It has been noted with concern that the stock of books in the library
has been declining alarmingly. Students are asked to remind
themselves of the rules for the borrowing and return of books, and to
bear in mind the needs of other students. Penalties for overdue
books will in the future be strictly enforced. [16, P.13]
It is a very formal and impersonal message which could have been written in a
more informal and less impersonal way, achieved by usage of phrasal verbs,
contractions, colloquial phrases and other linguistic means:
Librarian’s message
The number of books in the library has been going down. Please make
sure you know the rules for borrowing, and don’t forget that the
library is for everyone’s convenience. So from now on, we’re
going to enforce the rules strictly. You have been warned! [16, P.13]
To be tactful is to avoid causing offence or distress in correspondence.
Sometimes it means disguising or covering up the truth. In such a case, the
use of imperatives should be polite:
e.g. Would you like to stipulate details of the contract?
Let us compare some more examples:
e.g. I suggest that we postponed signing of the contract till tomorrow.
(tactful)
Could I suggest that we postponed signing of the contract till tomorrow.
(tentative and more tactful)
In other cases tentativeness is not connected with tact, but is simply an
indication of the speaker’s reluctance to commit himself / herself on a given
question. To use of might is characteristic of business correspondence,
because it is a more tentative way of expressing possibility than may.
Let us compare two sentences:
e.g. It may have been an error in a business deal.
It might have been an error in a business deal.
In the second sentence might presupposes a greater degree of uncertainty
and sounds more tactful than may.
Texts of business documents are specific and aimed at a definite purpose. In
order to make one’s business work and work effectively, a person should
possess knowledge of language standards in business letters. Skilful
application of this knowledge is somehow determined by standards of
documents’ writing. If a document is written in an accepted way, it will be
assessed by specialists. A unified business text takes up less time and work
to compile in comparison with private letters.
Since a writer of a business letter has a unified form in front of him / her,
this person follows a set pattern while doing it. All the writer’s attention
is focused on major information and data which represent the subject of the
document. In this way, an addressee can decode the subject-matter faster,
because a document is written in the standardised form.
Moreover, if business documents are drawn up in a unified and, to some
extent, simplified way, it takes less money spending and saves time of the
dealing sides, and shortens the time of business procedure as well. A special
branch of English linguistics, - business English, - is devoted to the
purpose of simplifying of business making.
Written business English has got certain traits and problems of its usage,
not only for foreigners, but for English-speaking business people.
1.2. Theoretical problems of the language of documents
Knowledge of drawing up business correspondence is equal to communicating
with people in a businesslike manner [7, P.4]. A person should know rules of
documents’ writing to make one’s business effective and profitable. All of
them are united under the notion of style.
A style of the language is a system of interrelated language means which
serve a definite aim in communication [3, P.33]. As has already been written,
the style can be formal (business written English) and informal (spoken
English). The difference of formal and informal English is a matter of style
and attitude of people to each other. However, it is not an easy matter to
draw an exact line between formal and informal English [8, P.28], and that is
the first, and the most important thing to be clarified in this paper.
English of business correspondence possesses some important qualities, common
for formal style of English as well.
The language of business correspondence is very bookish and is remarkable for
the usage of larger and more exact vocabulary, in comparison with informal
style of communication. Sentences in documents are longer and their clauses
are grammatically fitted together more carefully, which means a lot of
practise for a person who draws up a contract. It is generally considered and
expected that real business people, experts in their field of activity,
should enjoy the preciseness and careful grammatical construction. It does
not mean, of course, that business people must communicate orally in formal
business style.
Formal business correspondence should be more impersonal. It should not
emphasise the individuality of the writer, and takes little account of the
personal qualities of people who are going to make use of it. Thus, the speaker
should not refer directly to himself or his readers, but avoid the pronouns
I, we, you, and it may also be of a difficulty for a person.
One more problem is that formal English lacks force and vividness. The fact
that it is formal implies its great dependence on arbitrary conventions,
rather than on natural speech habits [8, P.29]. That is why it is so hard for
non-business people to keep concentrating their attention on contents of
documents all the time, as their attention is diverted by intricate language
use. Some of them will find their long and complicated sentences rather
confusing. Words of formal English may sound nice, but their meaning is often
hard to get through. Very often a person must read something all over again
to make sure what it means.
e.g. This stipulation being of the essence of the contract, default by the
buyers shall entitle the Sellers to load and ship the goods as convenient to
themselves to any of the ports named in this contract and Buyers shall take
delivery accordingly. (Extract from a standard form of contract for the sale
of timber through broker in the U.K.) [6, P.229]
Another chief problem to remember about business correspondence is that it
will be read by busy people who usually have no interest in either one’s
personality or his / her problems [8, P.280]. Bearing in mind that one should
not waste anybody’s time and try to gain anything by impressing your
employers, a person uses formal English to avoid unnecessary details about
matters handled, replacing them by strict routine. To be as clear and brief
as possible without sacrificing clarity is a common trait of any business
document.
e.g. The time of delivery of the Turbine Plant against the above contract
expires on the 1st July.
Please inform us by return of post of the progress of manufacture of the
Turbine [6, P.260].
Anyway, in some important business correspondence we may find deviations from
what is called official English of the business world. For example, if a
person wants to get a job or to sign a contract, to make a sale or to ask
somebody for special advice, he / she is likely to want to make a definite
impression on the interlocutor, like in the example:
e.g. So I spent my green years first in East Germany that influenced
on me greatly (they say I look like a German, joke), then we moved
to live in Siberia where I played an ice hockey, entered the Secondary School
and fell in love with British rock music. [4, P.35]
This person was applying for a journalist and tried to show his writing skills.
It does not mean, however, that a person in charge will be much concerned
about one’s personality without knowing a way of using it. If a person is
starting business correspondence on an important matter, the first thing to
do is to consider it all carefully from the other person’s probable
viewpoint, and to go on making business in the same way.
These are some of the most frequent problems in the theory of business
correspondence which can concern a person who is likely to get involved in a
business undertaking.
1.3. The structure of contracts and their essential clauses
Contract is a business document presenting an agreement for the delivery of
goods, services, etc., approved and signed by both the Buyer (exporter) and
the Seller (importer) [5, P.131]. By law contracts are made in writing. When
striking a deal, standard contracts are widely used. Standard contracts are
not a must. Some articles can be altered and supplemented [10, P.12].
The following items are of the greatest importance in any contract:
- contract No.;
- place and date of signing;
- names of the Sides which signed the contract;
- subject of the contract;
- quality of goods;
- price (per unit and total price);
- destination;
- delivery time;
- requirements for packing and marking;
- payment terms;
- conditions of submission and acceptance of goods;
- transport conditions; warranty conditions and sanctions;
- arbitration conditions;
- force majeure;
- judicial addresses of the Sides;
- signatures of the seller and the buyer.
All appendices form an integral part of contract. Contract is drawn up in
accordance with the established form, often on special printed forms filled
in with basic information by one-time writing. Sometimes, when a transaction
is small in volume, a contract may be concluded by telex [5, P.131].
Now the most significant clauses of contract should be regarded.
The subject-section names the product for sale or purchase. It also
indicates the unit of measure employed in foreign trade for specific
commodities.
The quality of machines and equipment is to be conformed with the
technical specification of the contract. The quality of raw materials and
foodstuffs is determined by standards, samples, and description.
The price stated in a contract may be firm, fixed or sliding. Firm
prices are not subject to change in the course of the fulfilment of the
contract. Fixed price governs in the market on the day of delivery or for a
given period. Sliding prices are quoted for machinery and equipment which
require a long period of delivery.
There are some kinds of payment. A cheque is a written order to a Bank
given and signed by someone who has money deposited there to pay a certain
amount mentioned in the cheque to a person named on it. In the place of the
cheque system Banks provide an international system of bank transfers. A draft
is another order to pay. It is made out by an exporter and presented to the
importer. It is also called a bill of exchange. A sight draft is a bill which
is paid immediately on presentation. A bill is to be paid at a later date is
called a term draft. There are 30-day, 69-, 90- and 120-day drafts. The payment
is guaranteed with a letter of credit or a revolving letter of credit.
Transport and delivery terms. The so-called door-to-door (multimodal)
transport is wide-spread in shipping now. It involves a transfer of the goods
from one kind of transport to another. The main carrier often prefers to assume
through responsibility for the cargo he caries. In a through movement of the
gods a combined transport document is issued instead of a traditional Bill of
Lading.
Packing goods for export is a highly specialised job. If the goods are
improperly packed and marked, the carrier will refuse to accept them, or will
make qualifications about the unsatisfactory condition of packing in the bill
of lading. Packing can be external (crate, bag) or internal (box, packet,
flask, etc.), in which the goods are sold. In case of consumer goods packing
had a double function. On one hand, it is for protection. On the other hand –
it serves to advertise a product and attract a customer.
Marking should be in indelible paint with recognised kind of marks. The
cases in which the equipment is packed are to be marked on three sides: on the
top of the case and two non-opposite sides. The marking shall be clearly made
with indelible paint in the languages of the dealing sides.
Insurance of goods. The export trade is subject to many risks. Ships may
sink or collide; consignment may be lost or damaged. All sensible business
people now insure goods for the full value. The idea of insurance is to obtain
indemnity in case of damage or loss. Insurance is against risk. While goods are
in a warehouse, the insurance covers the risk of fire, burglary, etc. as soon
as the goods are in transit they are insured against pilferage, damage by
water, breakage or leakage. The insured is better protected if his goods are
insured against all risks. The goods may be also covered against general and
particular loss or damage.
Force majeure is a force against which you cannot act or fight. Every
contract has a force majeure clause. It usually includes natural disasters such
as an earthquake, flood, fire, etc. It can also include such contingencies as
war, embargo, sanctions. Along with this there are some other circumstances
beyond the Sellers’ control. The Seller may find himself in a situation when he
can’t fulfil his obligation under the contract. When negotiating a contract a
list of contingencies must be agreed on and put into the contract.
When a manager makes up a contract he must not think only of his one-side
interest. He must think in terms of common interest with his counterpart.
Only then will he prove loyal to his partner. In case of a contingency the
Seller must notify the Buyers of a force majeure right away. If it is done in
due time the Buyer may take immediate action to protect his interest.
A force majeure must be a proven fact. The Seller is to submit to the Buyer a
written confirmation issued by the Chamber of Commerce to this effect. The
duration of a force majeure is, as a rule, 4 or 6 months. After that the
Buyer has a right to cancel the contract. The Seller in this case has no
right to claim any compensation for his losses.
Claims and sanctions. A contract defines rights and obligations of the
parties involved. Most often the Buyer makes quality and quantity claims on the
Seller. The cause for complaint may be poor quality, breakage, damage, short
weight, leakage, etc. The Buyer must write a statement of claim and mail it to
the Seller together with the supporting documents: Bill of Lading, Airway and
Railway Bill, Survey Report, Quality Certificate are documentary evidence.
Drawings, photos, samples are enclosed as proofs of claims. The date of a
complaint is the date on which it is mailed.
Claims can be lodged during a certain period of time, which is usually fixed
in a contract. During the claim period the Seller is to enquire into the case
and communicate his reply. He either meets the claim or declines it. If a
claim has a legitimate ground behind it the parties try to settle it
amicably. The Seller in turn is entitled to make a claim on his counterpart
if the Buyer fails to meet his contractual obligations. The Seller may
inflict penalties on the Buyer if there is a default in payment. Financially,
legitimate claims are in large part settled by debit or credit notes [10, P.
12 – 28].
1.4. Types of contracts. Abbreviations
In order to speed up the preparation of contract documents and to minimise
possibility of errors in them, a unified standardised form of contract
documents, the Master Pattern for Contract Documents, has been developed. It
establishes principles and regulations for the construction of standardised
forms of documents used in foreign trade, like Supplement to contract, Order
and Order confirmation.
Supplement to contract is a business document which is an integral part
of the contract, containing amendments or additions to the previously agreed
contract conditions. The supplement should also be agreed on and signed by both
the exporter and the importer.
Order is a business document presenting the importer’s offer for dealing
which contains specific conditions of a future transaction.
Order Confirmation is a business document presenting the exporter’s
message containing unclaused acceptance of the order conditions. The Master
pattern has also been accepted as a basis for standardised forms of enquiries
and offers, used at pre-contract stages of dealing [5, P.131 – 132].
Different firms and organisations trading regularly, work out standardised
forms of contracts for typical deals. Such standardised contracts are printed
and include typical rights and duties of the contracting sides in selling and
buying some goods and services. There are special columns for the names of
the Buyer and Seller, names of goods, their quantity, prices and delivery
terms. In case of declining or adding some terms, people use supplementary
columns in a contract form.
Standardised forms of export and import deals differ greatly and it makes them
two general types of contracts [13, P.146]. Thus, there are export and
import contracts. They reflect different positions of buyers and sellers in
trading. Contracts in import trade are called orders, and their submission
warrancy, and delivery terms, as well as sanctions are much harder towards the
sellers than those ones in export trade. Standardised forms of import contracts
are sent to potential buyers before getting commercial proposals and, actually,
before striking a deal. The languages of contracts are agreed upon on the both
sides. It goes without saying that information and style are kept the same not
depending on the language of contract.
As textual varieties, contracts are divided into administrative-managerial,
financial-economical, advertising, scientific-technical, and
artistic-publicational contracts*.
Functional spheres of their circulation can be easily guessed from names of
contract types in this classification, and are the subject of economic, rather
than linguistic, study.
Contracts may be differentiated by the subject of a deal. There are
export contracts for the sale of oil products, machinery tools, grain, timber,
the supply of goods, etc. Orders in import trade deal with ordering and
purchasing goods. They are often supported with requests, remindings,
verifications of different terms, guarantee and waving inspection letters, and
many others.
Goods in international trade are transported with the help of multimodal
(door-to-door) shipment. In contracts delivery and acceptance terms are marked
with the International Commercial Terms (Incoterms) [10, P.16]. So, contracts
can be classified in accordance with the way of delivery. Most of
Incoterms are represented as abbreviations.
The usage of abbreviations, conventional symbols and contractions is typical
of all kinds of documents. Abbreviations are abundant, and there are special
dictionaries to decode them. They serve as signs of the code supposed to be
known only to the “initiated” [3, P.316].
On the whole, there are 14 official Incoterms of deliverance. They denote:
1. The point of deliverance. EX Works means that the
seller’s only responsibility is to make the goods available at his premises.
EX Ship means that the seller shall make the goods available to the buyer on
board the ship at the destination named in the sales contract. EX Quay
means that the seller makes the goods available to the buyer on the quay at the
destination named in the sales contract.
2. The way of deliverance. FOB means Free on Board.
The goods are placed on board a ship by the seller at a port of shipment named
in the sales contract. FAS means Free Alongside Ship. That
means that goods should be placed alongside the ship to fulfil the seller’s
obligations. FOR / FOT mean Free on Rail / Free on Truck. Truck
here relates to the railway wagons, and that makes these abbreviations
synonymous. FOB Airport is based on the same main principle as the
ordinary FOB term. The seller fulfils his obligations by delivering the goods
to the air carrier at the airport of departure.
3. Payment terms. C & F means Cost and Fright. The seller must
pay the costs and fright necessary to bring the goods to the named destination,
but the risk of loss or damage to the goods is transferred from the seller to
the buyer when the goods pass the ship’s rail in the port of shipment. CIF
means Cost, Insurance and Fright. This term is basically the same as C & F
but with the addition that the seller has to procure marine insurance against
the risk of loss or damage to the goods during the carriage.
Thus, in Chapter 1 we have made an attempt to clarify some items of the
topic. They are the following:
The nature of the English of documents writing is determined by its stylistic
realisation in written English. The style of official documents possesses its
own features which are reflected in standardised forms of different
documents. They are peculiarities of the vocabulary, grammar and syntactic
constructions, which are the subject of consideration in the practical part
of this paper.
The main problem of writing contracts is embodied in the notion of stylistic
use. Formal style of business English is rather hard to obtain and to follow.
It remains mostly in written form, and its peculiarities should be strictly
observed. Some theoretical problems of its functioning have already been
considered. Nevertheless, informal English influences it greatly, and even in
routine papers we may find deviations from the accepted form.
It can be explained by the fact that business is made by people, and not
robots. A person’s individuality, as well as emotions and 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 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. [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 £ (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.:
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 cliché 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.
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