Рефераты. Linguistic Pecularities Of Contracts in English

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


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


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


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


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


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


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


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


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.

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