Linguistic Pecularities Of Contracts in English
Contents
Introduction
4
Chapter 1. Contracts. General characteristics and types
7
1. English of documents’ writing
7
2. Theoretical problems of the language of documents
13
3. The structure of contract and its essential clauses
15
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
clichйs 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. 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
clichйs 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.
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.
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].
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 clichйs and stamps;
8. usage of abbreviations, conventional symbols and marks;
9. usage of terms in their direct semantic meaning; preferential
usage of monosemantic words;
10. division of a text into chapters, paragraphs, points, often
numbered (clear compositional structure of a document);
11. usage of definite syntactic models;
12. graphic decoration of a document: quality of paper, quantity and
quality of illustrations, size and kind of print.
The main features of the style of contract are:
1. steady system of linguistic means in the text of contract;
2. lack of emotional colouring;
3. decoding character of language;
4. usage of a special symbolic system;
5. definite syntactic structure (the 12 above-enumerated items).
The style of contract defines some peculiarities and techniques of
its writing. Making contracts is different in some points from writing
business letters, such as an offer, an inquiry, a complaint, etc. Some
considerations important for business letters are not important for
contracts, and v.v. The main difference is that any contract is made
up by two contracting parties and contains information about many
subjects. So all points are to be approved by both parties. There are
certain clearly definable requirements for how to write contracts.
Generally, contracts should be formal, complete, clear, concrete,
correct and concise.( In contracts all possible informational details
are not suitable. So, while writing contracts we must observe all
peculiarities of standard English grammar, vocabulary use and
stylistic appropriation. A formal contract or agreement requires
considerations of neatness and attractive arrangement. Completeness of
any contract suggests the scope of all significant facts that have
reference to the issue of the agreement. Actually, you are expected to
explain what, how, and when you are going to deal with your partner.
The next element, - clearness, - is one of the most important,
because much depends on it. Clearness could be reached by the use of
simple short words, phrases and paragraphs where the both parties of a
contract explain their intentions and issues. Clearness of any
arguments actually defines your striking a deal or not.
The component which is closely connected with the previous one is
concreteness. Concreteness of a contract or an agreement is a part and
a parcel of any legal document. Besides that, the longer the document
is, the more attractive and vivid its contents should be.
The next two components are also significant. They are correctness
and conciseness. Correctness involves proper grammar use (tense-aspect
forms of the verb, verbals, articles, etc.), vocabulary use,
punctuation and formal style. Grammar should be checked with a special
care, otherwise it may produce a poor impression of the document and
non-seriousness of your interests. Conciseness is usually achieved by
the use of minimum words to express maximum of information.
As it has been noted above, any contract should be simple and clear,
concise and brief. Commercial correspondence often suffers from an old-
fashioned, pompous style of English which complicates the message and
gives the reader the feeling that he is reading a language he does not
understand. Though the language of contract is perhaps the most formal
among all kinds of business correspondence, and the vocabulary of such
correspondence is very specific, which is connected with its character
and a great number of legal terms, it should not be archaic. It should
be clear enough in its meaning.
The style, however, should not be too simple as it may become
discourteous and sound rude. Linguists (G. Leech, J. Svartvik, Ch.
Fries, O. Jespersen, M. Joos, I.V. Arnold, B.A. Ilyish, E.M. Gordon,
etc.) recommend the following stylistic devices that might make
agreements and contracts more polite: complex sentences joined with
conjunctions are preferable, rather than short sentences; passive
constructions rather than active; full forms rather than abbreviated
forms, where necessary.
The right tone should be neutral, devoid of a pompous language on
one hand, and an informal or colloquial language on the other hand.
Therefore, inappropriate vocabulary, idioms, phrasal verbs are not
allowed at all.
The both contracting parties should not experience any difficulties
in obtaining information, they should be able to understand what is
written. Misunderstandings are caused by a lack of thought and care.
It may happen if we use a lot of abbreviations, figures and
prepositions.
Abbreviations are very useful, because they are very quick to write
and easy to read. But the both parties are expected to know what the
abbreviations stand for. If one of the partners is not absolutely
certain that the abbreviations are easily recognised he / she should
not use it.
The symbol &, which means in English and, is used in some terms like
C&F (Cost and Fright), C&I (Cost and Insurance). But is marked as # in
contract texts. The symbol № is used instead of the word number. In
American English the symbol # means number as well, but it is used in
different tables and graphics, and not in the text. It is never used,
however, to denote numbers of houses.
Very often in contracts Latin abbreviations are used, for example
e.g. (for example), et al. (and others), etc. (and so on), v.v. (quite
the opposite), i.e. (that means). Also they use English abbreviations
ltd. (limited), Bros. (brothers), encl. (enclosed), dols. (dollars),
etc. [4, P.45 – 46].
The use of figures instead of words for sums can create many
problems for people. To avoid any possibility of confusion, it is
necessary to write sums in both figures and words, e.g. $ 9.897.44
(nine thousand, eight hundred and ninety-seven dollars, forty-four
cents). It is also a norm to put only dollars (pounds, etc.) in words
and cents (pence, etc.) in figures only, e.g. $ 100.50 (one hundred
dollars and 50 cents). From the above-written it is clear that the
symbols Ј (pounds) and $ (dollars), in documents in particular, are
put before the sum and their usage is not of any mistake.
Spelling rules, punctuation and grammar use should all be checked
over thoroughly. Still, there are some other ways in which inaccuracy
may spoil the contract paper. A special attention should be paid to
titles, names, addresses, references, prices, specifications,
enclosures, etc., which are also of a great importance in texts of
contracts.
2.2. Grammatical peculiarities of contracts
On the whole, grammar of any contract may be characterised as rather
simple and formal. Simple here means lack of diversity of variants
which occurs in every document which is not legal. As for the grammar
tenses which are used in agreements, the most widespread are the
Indefinite and the Perfect tenses, both in the Active and Passive
Voices. In many points their usage is already part and parcel.
e.g. Sellers have sold and Buyers have bought… (Present Perfect)
The Agents shall bear all transport expenses from… (Future
Indefinite)
Our firm informed the Suppliers that the general conditions were
not contained in the order. (Past Indefinite Active / Passive)
Complex analytical forms of the verb, such as the Continuous and
Perfect Continuous Tenses, are absolutely not used in no way. The
specific character of any contract provides rare usage of the past
tenses.
One of specific features of contract is usage of the verb shall [5;
6; 14; 15]. Though it is not used in Modern English, in business
correspondence and documents it keeps being used.
e.g. The result shall be considered. = The result is to be
considered / will be considered.
Buyers can pay for the goods from the first person or from the third
one, both in the plural and singular number.
e.g. Each party shall have the right to refuse any further
fulfilment of the obligations. (3d person, sing)
The Buyers shall obtain the import licence. (3d person, pl.)
We shall have the right to assign to you… (1st person, pl.)
The combination of the verb should and the infinitive also shows a
future action, but with a less degree of probability. This
construction usually occurs in subordinate clauses.
e.g. …if a delay in the delivery should exceed 3 months.
In many cases shall and should are equal in meaning.
e.g. …if the actual cost to us shall / should increase.
The peculiarity of contract is also omitting if in subordinate
clauses with should, and in this case should becomes the first element
in the sentence.
e.g. We hope that you will send as enquires should you need.
Should the above circumstances continue to be in force…
Should Buyers fail to open the letter of credit in time…
One of the most striking features of Business English is a wide use
of verbals, and their study might be interesting for those who learn
and teach English. The system of non-finite forms of the verb
comprises the infinitive, the -ing-form and the participles. It is
common knowledge that verbals are widely used in social English, but
they are often used in business and commercial correspondence as well.
The usage of verbals, however, is very specific and presents certain
difficulties.
One of the most frequently used verbals in business letters is the
infinitive. It may serve as an adjunct to verbs, nouns and adjectives.
Accordingly, infinitive constructions are subdivided into infinitives
as verb adjuncts, infinitives as noun adjuncts and infinitives as
adjective adjuncts [3, P.58]. The most interesting and important for
the research is the first group, so we shall consider only it.
There are six types of patterns in which the infinitive is to be
regarded as a verb adjunct:(
1) an adjunct to an active verb;
2) an adjunct to a passive verb’
3) a complex adjunct to an active verb;
4) a prepositional complex adjunct to an active verb;
5) a wh- infinitive adjunct;
6) an adjunct to a verb in a sentence with a function of the
subject.
The groups of the infinitive as an adjunct to an active verb, the
infinitive as an adjunct to a passive verb and the infinitive as a
complex adjunct to an active verb are used in commercial
correspondence and in contracts in particular. The last three types of
the infinitive are very rarely used in business correspondence or
might be used just occasionally.
The infinitive as an adjunct to an active verb always follows a head-
verb. In business correspondence it is lexically dependent and
commonly found after the following verbs: to agree, to appear, to
arrange, to continue, to decide, to expect, to fail, to hesitate, to
hope, to intend, to like, to manage, to need, to offer, to omit, to
plan, to prefer, to prepare, to propose, to regret, to secure, to try,
to want, to wish.
e.g. They have arranged to produce the equipment.
We won’t fail to provide full particulars as soon as possible.
We propose to settle by bill of exchange at 60 days, documents
against acceptance.
In the case the suppliers want to have any additional information
you should contact us immediately.
Generally in contracts and agreements the infinitive adjunct to an
active verb is a simple infinitive. Sometimes, however, it may be
followed by the perfect infinitive, indicating an action which
precedes that one of the predicate verb. As for the continuous
infinitive in this function the analysis of contracts has proved that
it is hardly ever used.
e.g. Property in goods, to have passed to Buyers when goods have
been put a board.
You don’t appear to have taken into account the annual summer
works’ shut-down.
The delivery of goods was to have taken place last month and we
have been caused serious inconvenience through the delay.
We expect to have been informed by Feb. 15th.
It should also be noted that in commercial correspondence the
subject of the infinitive adjunct is a person (e.g. we, they) or a
thing denoted by the subject of the sentence (e.g. our firm).
e.g. We look forward to your early reply.
The Suppliers inform the Buyers that there had been a fire.
Our enquiries with your representative whom we asked…
The infinitive in business correspondence may also serve as an
adjunct to a passive verb. In this case it always follows its head-
verb and is lexically restricted. The infinitive in this function
follows the following verbs: to consider, to expect, to instruct, to
prepare, to repute, to require.
e.g. The national Bank of Argentina has been instructed to open a
credit valid until 30 November.
The goods are considered to be in conformity with the
certificate.
The delivery date is understood to be the date on which the
Suppliers apply to the Buyers’ Shipping Agents.
The use of the infinitive adjunct to a passive verb is stylistically
restricted. It frequently occurs in newspapers, scientific prose and
business correspondence, but it is not characteristic of literary
style, and in social English it is not common at all.
The infinitive may serve as an adjunct to an active verb followed by
a noun or a pronoun which stands to the infinitive in the relation of
a subject. The combination is lexically restricted, because in
business correspondence it may be found only after the definite verbs
from the following list: to advise, to allow, to ask, to enable, to
expert, to help, to prefer, to urge, to want, to wish.
e.g. We would advise you to take an all-rich insurance policy.
If the period of guarantee has not expired we will ask you to
replace the machine by another one.
Should the Buyers fail to keep this rate of unloading…
We agree to accept this shipment on condition that you…
The complex infinitive adjunct to an active verb is not restricted
stylistically and is in extensive use in scientific and fiction
literature and also in commercial and business correspondence.
The Indefinite Infinitive occurs in contracts in the function of the
predicate, expressing obligation and a future action.
e.g. Delivery to commence in six to eight months and to be completed
in twelve to sixteen months (to commence = will commence).
Date of shipment to be determined by date of Bill of Lading (to
be determined = will be determined).
It is allowed only in texts of contracts and other business documents.
Each contract also has constructions with participles.
e.g. The letter of credit is to be valid for 90 days, all bank
charges being at the expense of the Buyers.
Here is a construction with Participle I where it refers to the noun
in the General Case, which goes before the participle. It is not
common in speech, but it occurs in contracts.
Constructions with the Perfect Participle, however, are rare in
contracts and show an action prior to another one expressed by the
predicate.
e.g. We have included in our claim only the cost of material and
labour, all other expenses connected with the repair not having
been taken into consideration.
Some participles which have no explanatory words in contracts can
either precede or follow a noun. Mostly they are constructions with
Participle II:
e.g. the required specification vs. specification required;
the enclosed letter vs. the letter enclosed.
The Past Participle Passive always follows a noun if it has
explanatory words.
e.g. a telegram received from London;
the cheque attached to the letter.
If a participle shows only an action which is made upon the subject,
it follows a noun.
e.g. The sellers are to inform us of the quantity of the goods
loaded.
Buyers are to accept or pay for the quantity shipped.
The participle showing the quality, if there is one, precedes the
noun:
e.g. illustrated catalogue; damaged goods;
within six weeks of the stipulated time of shipment.
The definite article the in contract has its own peculiarities.
In every contract there are Buyers and Sellers and these words can
be used either with the definite article or without it. Nevertheless,
they are always capitalised: Buyers, Sellers.
e.g. This contract is made between Rossexport, hereinafter called
Sellers…
…and India Electric Company, hereinafter referred to as the
Buyers…
Although in Russian it is always singular, in English it can be
either singular or plural. That is why all variants are possible: the
Buyers – the Sellers; the Buyer – the Seller; Buyer – Seller. The most
common is the first variant though the others are also possible.
e.g. Should the Seller fail to notify the Buyer of a contingency…
If, however, they are to be shipped to Buyer who lives a
considerable distance away… (absence of article)
The goods sold under the present contract are to be delivered by
Sellers and accepted by Buyers. (absence of article)
The definite article is also used with ships.
e.g. The S.S. Svir is to arrive on July, the 5th.
Also the definite article is rarely used after prepositions of the
Latin origin per and ex.
e.g. The goods were shipped per S.S. Svir.
The wheat was delivered ex S.S. Svir.
The definite article is never used with nouns which are followed by
a number in sizes, codes, etc.:
e.g. under Contract № 25; Order № 1015; our account No. 100/1066;
under paragraph 9 of your General Conditions of the order;
in accordance with clause 6 of the agreement.
From the above-written we can conclude that contract has its own
grammatical and stylistic peculiarities which have much in common with
the ones of business correspondence. However, they are unique enough
to consider contract a specific type of business correspondence.
2.3. Lexical peculiarities of contracts
From the lexicological point of view contracts are of great
interest. The lexicon of contract has its own specific features. First
of all, it is rather stable. As a rule, words have their only exact
meaning. There are no words which are emotionally coloured. As a
result of it, we can point out the words, which are present
practically in every contract. They are the following.
Whereas expresses every man’s idea of how a contract begins. One
must be careful about mixing up recitals of history with what is
actually being agreed on. It would be wrong to write *Where as A
admits owing B $ 1000, because the admission may later haunt one.
Rather less damage would be caused by using of the proper word.
Whereas means that the parties have been engaged in a series of
transactions resulting in a dispute over accounting between them.
e.g. The surplus is to be paid for by the Buyers, whereas
shortweight is to be refunded by the Sellers.
One more compound word with the adverb where is whereby, which
means by which and refers to the present contract.
e.g. We have concluded the present contract whereby it is agreed as
follows…
The usage of compound words with adverbs here / there and
prepositions is also typical of written formal style of English. Their
meaning is made up from meaning of their components. There is no
principal difference, though, between meanings of here- / there-
compounds.
e.g. If shipment of the whole or part is thereby rendered
impossible… (thereby = by it; by that means; in that connection)
We are sending you herewith statement of your account. (herewith
= with it / that)
All expenses connected therewith being born by… (therewith =
with it)
The examination of the goods and objection thereto… (thereto =
to it)
Subject to General Conditions on Sale endorsed hereon… (hereon =
on this document)
The goods to be shipped as soon thereafter as suitable tonnage
obtainable. (thereafter = from that time)
The Sellers shall not be responsible for any damage resulting to
the Buyers therefrom. (therefrom = from it / them)
Hereinafter is a very useful word, doing the job of the six,
referred to later in a document. Hereinafter frequently sets up
abbreviated names for the contracting parties.
e.g. Knightsbridge International Drapes, Ltd. hereinafter the
Buyer.
The wood goods hereinafter specified subject to a variation in
Sellers’ option of 20 per cent.
The aforesaid is a clichй which is more preferable in texts of
contracts instead of its less formal equivalents: the above-mentioned,
the above-written, as was written / said before, and the like.
e.g. The aforesaid documents should contain references…
The aforesaid guarantee shall end for the following vehicles…
It is understood and agreed. On one hand it usually adds nothing,
because every clause in the contract is figurally understood and
agreed. On the other hand, it adds an implication that the other
clauses are not backed up by this phrase. By including one you exclude
the other.
e.g. The prices in this contract are understood and agreed upon.
The delivery date is understood and agreed to be the date…
Including without limitation. Usually people want to specify things
underscored in contracts, and this phrase indulges the prediction.
e.g. You may assign any and all your rights including without
limitation your exclusive British and Commonwealth Rights.
Assignees and licensees. These are important words on which
acceptability depends from one’s point of view.
e.g. Knightsbridge, its assignees and licensees…
This beginning suggests that Knightsbridge may hand you over to
somebody else after contracts are signed. If you happen to be
Knightsbridge, you will want those particular rights and should use
the phrase.
Without prejudice. The British use this phrase all by itself,
leaving the reader intrigued: without prejudice – to what exactly?
Americans use it more elaborately. Legal rights, for example, are not
the same thing as remedies in the offers to enforce them. Thus it’s
the American right to write:
e.g. Without prejudice to any of my existing or future rights or
remedies.
We have carefully examined the samples from this consignment and
offer you, without prejudice, an allowance of 50 USA cents per
50 kilos.
As between us – it is a useful phrase because people are always
forgetting or neglecting to mention that a great many interests may be
involved in what appears to be a simple dialogue. A is controlled by
investors, and B – by a foreign parent company. That’s why it will be
useful to say in such a situation as between us…
e.g. We confirm the exchange of telexes as between us follows…
Solely on condition that – it’s one of a few phrases that can be
considered better than its short counterparts. One might ask: “Why not
use just if instead of the phrase?” If by itself opens a possibility
of open contingencies.
e.g. If Baker delivers 1000 barrels I will buy them.
But it is unclear if you will buy them only from Baker. Therefore, we
can use only if as a synonym. Sometimes it works out, but not always.
In this case more than an elaborated phrase is justified.
e.g. I will buy 1000 barrels solely on condition that Baker
delivers them.
The phrase makes the conditions of the deal clear.
e.g. We can accept the goods solely on condition that you grant us
allowance of…per…
In contracts there are other prepositional phrases made up from
words. They are complex, and one must be attentive using them. The
prepositions also provided are the following: on conditions that; on
the understanding, etc.
e.g. We agree to this only on the understanding that the rate of
freight does not exceed.
Claims against the quality of vehicles may be submitted on
conditions that the defects are found within 40 days.
Such prepositional phrases are practically equal in meaning.
Subject to – a few contracts do without this phrase. Many promises
can be made good only if certain things occur. The right procedure is
to spell out these plausible impediments to the degree that you can
reasonably foresee them.
e.g. Our agreement is subject to the laws of Connecticut.
The wood goods hereinafter specified subject to a variation in
Sellers’ option of 20 per cent…
But there is another meaning of the prepositional phrase. It may
express some condition.
e.g. We offer you, subject to your acceptance by cable, 1000 tons
of ore.
The Sellers have sold and the Buyers have bought on the terms
and conditions set forth and subject to General Conditions on
Sale endorsed…
Exclusive – it’s important in contracts. English is vast and its
usage creates difficulties in many cases. Exclusivity as a term means
that somebody is bored from dealing with another one in a specified
area.
In the lexicon of contracts there are many foreign words, first of
all, Latin ones, such as pro rata and pari passu. Pro rata proves
helpful when payments are to be in proportion refuting prior formulas
in a contract.
e.g. Demurrage is to be paid per day and pro rata for any part of
the running day.
Pari passu is used when several people are paid at the same level
or time out of a common fund.
e.g. Fractions to be considered pari passu.
Still there are such words as inferior / superior, they are often
used to describe the quality of goods.
e.g. Should the natural weight be superior or the contents of
foreign admixture inferior…
We had specially selected the goods which were superior to the
samples in every respect.
Complaints and claims may arise in connection with inferior
quality of the goods, late delivery or non-delivery of goods.
Ad hac is also a Latin word, not often used in contracts nowadays.
It means now an arbitrary court for a concrete trial. Such Latin words
as ultima, proxima are now archaic and rarely used.
e.g. If the excess is discovered only on arrival of the goods at
their ultima destination in the U.K.
On the contrary, such a Latin adjective as extra, which means
additional, keeps being widely used in official English, and is quite
common for the colloquial style.
e.g. In order to obtain delivery we have had to incur extra
expenses for which we hold you responsible.
No extra payment is to be effected for any excess weight.
Very few words are borrowed from French. The most widespread of
them are force majeure, which is an essential clause of almost any
contract and serves to describe some unpredictable events that may
happen to goods while being delivered or other reasons, and amicably,
which means friendly.
e.g. Very often the parties amicably agree upon a settlement of the
claim in question.
The Sellers and the Buyers shall take all measures to settle
amicably any disputes.
So, in contracts a person can come across a definite number of
words and word combinations which make up lexical peculiarities of
their texts. They all are rather bookish and belong to formal style of
written English, not being used in informal English and rarely used in
spoken formal English.
Conclusion
The research has allowed to reveal a specific character of contract
as a type of business correspondence. The first, and most important of
all, reason for considering contract business correspondence is formal
style of its language. It means that in texts of contracts we can find
a bright example of formal written English.
Formal style of English has such main features as conventionality
of expression, absence of emotiveness, encoded character of the
language and general syntactic mode of combining several ideas within
one sentence. All that is revealed in texts of contracts through their
vocabulary, grammar and style.
Stylistic peculiarities of business correspondence are based on the
following factors. The syntactic pattern of business documents is one
long sentence which consists of separate numbered clauses divided by
commas and semicolons. Every clause is capitalised. That is done to
show the equality of items of a document.
Written business English goes impersonal style. It means there are
no direct addressees, passive constructions are used instead of
active, a great number of amount words, modal verbs might and could
instead of can and may. This all is done for a document to sound
tentative and tactful.
No connectors are used in business correspondence as they convey a
little information. In formal style whom is used instead of who. If
there is a need in prepositions, they go before whom, which is not
typical of informal style at all.
Stylistic peculiarities of formal written English also imply usage
of words in their primary logic meaning and absence of contextual
meanings. Formal English is characterised by usage of special terms.
They all are precise in meaning and rather bookish. Among them there
are a lot of words of the Latin, Greek and French origin, replaced in
spoken English by words of the Anglo-Saxon origin.
These factors make up the standard of documents’ writing. Special
forms help to focus readers’ attention on major information and
simplify process of making a deal.
There are the following theoretical problems in studying the
problem. First of all, there is a difficulty to draw a line between
formal and informal English, as the latter influences formal style
greatly. Sentences in documents are too long and bookish to be used
freely. Documents are devoid of personal pronouns I, we, you. The
language of documents lacks force and vividness to keep strict to the
point. Meanwhile, it is hard to keep one’s attention while reading
them due to this trait.
Contract is a type of a business document presenting an agreement
for the delivery of goods, services, etc., approved and signed by the
Buyer and the Seller. Its aim is to state conditions binding two
parties in a deal and to reach agreement between them.
Contract has a written standard form. It also has some essential
clauses, such as contract number, subject of contract, quality and
price of goods, delivery terms, packing and marking, transport
conditions, arbitration, force majeure, judicial addressees of the
sides and their signatures. Some articles may be supplemented and
altered. Every clause has its own specifics.
Besides a contract form, there are other forms related to it:
Supplement to Contract, Order and Order Confirmation. The Master
Pattern as a basis for standardised forms of enquires and offers is
used at pre-contract stages of a deal. Contract is supported with
requests, remindings, verifications of different terms, guarantee,
waving inspection letters, etc.
Contracts differ in the point of deliverance, the way of
deliverance, payment terms. Delivery terms are marked with the
International Commercial Terms (Incoterms), which are mostly
abbreviated. Abbreviations serve as signs of the code of documents.
Contracts can be export and import (orders). Import contracts
include harder conditions towards sellers than export ones. As textual
varieties contracts can be administrative-managerial, financial-
economical, advertising, scientific-technical and artistic-
publicational by sphere of circulation. The subject of a deal may be
ordering and purchasing of oil products, machinery tools, grain,
timber, and whatever possible.
As a type of a document, contract fixes some information. Stylistic
peculiarities of contract are concreteness, conciseness, clearness of
the idea, high capacity of information, strict logic, clear rhythm of
sentences, word repetitions which accent the main idea, no
connotations, cliches and stamps, usage of monosemantic words and
words in their direct logical meaning, division of text into chapters,
paragraphs, points, presence of definite syntactic structure.
The major difference of contract from other business papers is that
it is made up by two sides, and information in them is approved by
them both. All informational details are not suitable. Contract is
formal, complete, clear, concrete, correct and concise. It is also
neat and has an attractive arrangement. The tone of contract is
neutral and devoid of both pompous and informal language. It means
there are no colloquial words and expressions, idioms, phrasal verbs.
Abbreviations are not used if possible. Full forms of words are
preferable. Sums are written both in figures and words.
Grammatical peculiarities of contact are characterised by high
usage of verbals. Its text is presented mostly with infinitive and
participial constructions. Among infinitive constructions are singled
out those ones with the Simple / Indefinite and Perfect Infinitives as
adjuncts to active and passive (only in newspapers and contracts)
verbs and the Simple Infinitives as complex adjuncts to active verbs.
Participial constructions are of the following types. Participle I
refers to a noun in the General Case which goes before the participle.
Perfect Participles are rare. Participle II either follows or precedes
a noun.
As for the tense-aspect forms of the English verb, the Indefinite
and Perfect tenses, both in the Active and Passive voices, are used
instead of analytical forms. The past tenses are rarely used.
Shall and should are used with all numbers and persons. Omitting
if in subordinate clauses is another feature of contract. The definite
article is used with ships, the words Buyers and Sellers. It is not
used, though, after prepositions of the Latin origin per and ex, with
nouns followed by a number in sizes, codes, etc.
Lexical peculiarities of contract are the following. The lexicon of
contract is stable. All words are used in their exact meaning. There
is no emotional colouring of words. Practically in every contact there
are compounds with where-, here-, there- (whereas, thereby, herewith,
thereto, etc.), hereinafter, the aforesaid, phrases: (it’s) understood
and agreed, including without limitation, assignees and licensees,
without prejudice, as between us, solely on condition that, on
conditions that, on understanding that, subject to, and others. In
contracts are used words of the Latin origin: pro rata, pari passu,
inferior, superior, ultima, proxima, extra, and French words: force
majeure, amicably.
In such a way, all the formulated tasks have been solved and the
purpose of the research has been reached. Linguistic peculiarities of
contract, a kind of written business English, have been studied as
groups of stylistic, grammatical and lexical peculiarities.
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