William K. Sheehy 25 November 2013

Exercise 1 Insert the correct term from the list below into the following sentences.

(1) The director’s total _____exceeded $1 million per annum.

(2) Customs officers seized the _____ at the border.

(3) Many employment contracts contain _____ which restrict the employee from competing with the employer in the event that the employee leaves the company.

(4) Local building companies were invited to submit _____ for the construction project proposed by the city council.

(5) The partners decided to dissolve the partnership and form a limited company to replace it. They asked a lawyer to draft the necessary documents, including the _____

(6) The company hit financial difficulties and eventually became insolvent. Court proceedings followed, which resulted in the company being _____

(7) My client wishes to _____ the contract because the goods he received were not the same as the ones he was promised. It is a clear case of contractual _____

(8) The firm exercised a _____ on the goods until the outstanding invoices were paid.

(9) The company has considerable _____ which must be taken into account when considering its value.

(10) The law firm’s corporate department was very busy in the run-up to the _____ on the stock exchange of one of its corporate clients.

(11) As Ms. Jones was overseas at the date of the meeting, she authorised a _____ to vote at the company meeting on her behalf.

(12) After the _____ of the last meeting were approved, those present at the meeting dealt with the next item on the agenda.

(13) The rule that oral evidence cannot be given to contradict, alter or vary a written document unless there are allegations of fraud or mistake is known as the _____

1 (14) _____ to the goods shall only pass from the seller to the buyer when the buyer has paid for them in full.

(15) One of the aims of the new competition laws is to prevent the creation of _____ wound up, cartels, lien, title, contraband, minutes, rescind, restrictive covenants, flotation, parol evidence rule, articles of association/bylaws, goodwill, proxy, emoluments, tender, misrepresentation

Exercise 2

1.1.2 Easily confused words Many words used in legal English look and sound alike but can have very different meanings. It is important to be aware of the more common of these false pairs – the consequences of confusing them could be disastrous. Now try the exercise below. (1) You are not (eligible/illegible) to practise as a lawyer in this country unless you have received official authorization to do so.

(2) The testimony given by the witness was not entirely (credible/creditable).

(3) I have always been completely (disinterested/uninterested) in what judges do in their spare time.

(4) It is an important legal (principal/principle) that the accused should be presumed to be not guilty until proven guilty.

(5) The present economic recession will (affect/effect) this company adversely.

(6) The lawyer provided expert (council/counsel) to the client.

(7) His negligent handling of the matter amounts to a (tortious/tortuous) act, for which he is likely to be sued.

(8) The car was (stationery/stationary) at the traffic lights when it was struck from behind by another vehicle.

(9) Payments are made (biannually/biennially), in other words once every two years.

(10) The (oral/aural) agreement reached between them was later recorded in writing.

2 Exercise 3

1.1.3 Foreign words used in legal English Many foreign – mainly Latin – words remain in use in the legal English used today. In many cases these words represent important legal ideas. Try the exercise below. Exercise 3 Insert the correct foreign term from the list below into the following sentences. (1) An ______tribunal was set up to deal with the case.

(2) The contract contains provisions dealing ______with the sale of the shares and the appointment of new directors.

(3) The court rejected the application, ruling that the applicant did not have ______to intervene in these proceedings.

(4) Following his disastrous handling of the matter, he became ______at the firm.

(5) It was a great relief to obtain a final court order in the case – it seemed to have dragged on ______.

(6) The company’s ______, though unorthodox, was fascinating to watch.

(7) The damaged vehicle was examined ______

(8) Jacques Chirats (______) opposed the plan put forward by the Turkish government.

(9) We are not opposed to restructuring _____ but require more information as to the approach you recommend.

(10) We have never heard of this company before, and are therefore doubtful whether it can be regarded as a ______purchaser. inter alia, in situ, ad infinitum, sic, persona non grata, bona fide, modus operandi, locus standi, per se, ad hoc

Exercise 4 Doublets and triplets Able and willing (=able) Agree and covenant (=agree) All and sundry (=all) Authorise and direct (=authorise) Cancelled and set aside (=cancelled)

3 Custom and usage (=custom) Deem and consider (=deem) Do and perform (=perform) Due and owing (=owing) Fit and proper (=fit) Full and complete (=complete) Goods and chattels (=goods) Keep and maintain (=maintain) Known and described as (=known as) Legal and valid (=valid) Null and void (=void) Object and purpose (=object OR purpose) Order and direct (=order) Over and above (=exceeding) Part and parcel (=part) Perform and discharge (=perform OR discharge) Repair and make good (=repair) Sole and exclusive (=sole OR exclusive) Terms and conditions (=terms) Touch and concern (=concern) Uphold and support (=uphold) Cancel, annul, and set aside (=cancel) Communicate, indicate or suggest (=communicate) Dispute, controversy or claim (=dispute) Give, devise and bequeath (=give) Hold, possess, and enjoy (=hold) Pay, satisfy, and discharge (=pay) Possession, custody, and control (=possession OR custody OR control) Promise, agree, and covenant (=promise OR agree) Repair, uphold and maintain (=repair OR uphold OR maintain) Way, shape or form (=way) Exercise 5 1.1.5 Here-, there- and where- words Words like hereof, thereof, and whereof (and further derivatives ending in -at, -in, -after, -before, -with, -by, -above, -on, -upon etc) are not often used in ordinary English. They are used in legal English primarily as a way of avoiding the repetition of names of things in the document – very often, the document itself. However, in most cases the use of such words is strictly unnecessary or can be rendered unnecessary by the use of definitions. Here is a list of some of these words and the way in which they are used. It should be noted that the list is not exhaustive.

Hereafter means ‘from now on or at some time in the future’. For example, ‘the contract is effective hereafter’. Hereat means (1) ‘at this place or point’ or (2) ‘on account of or after this’. For example, ‘hereat the stream divided’.

4 Hereby means ‘by this means; as a result of this’. For example, ‘the parties hereby declare’. Herefrom means ‘from this place or point’. For example, ‘the goods shall be collected herefrom’. Herein means ‘in this document or matter’. For example, ‘the terms referred to herein’. Hereinabove means ‘previously in this document or matter’. For example, ‘the products hereinabove described’. Hereinafter means ‘later referred to in this matter or document’. For example, ‘hereinafter referred to as the Company’). Hereinbefore means ‘previously in this document or matter’. For example, ‘the products hereinbefore described’. Hereof means of this matter or document’. For example, ‘the parties hereof’. Hereto means ‘to this place or to this matter or document’. For example, ‘the parties hereto’. Heretofore means ‘before now’. For example, ‘the parties have had no business dealings heretofore’. Hereunder means ‘later referred to in this matter or document’. For example, ‘the exemptions referred to hereunder’. Herewith means ‘with this letter or document’. For example, ‘I enclose herewith the plan’. Thereof means ‘of the thing just mentioned’. For example, ‘The contract was signed on 1 May 1999. The parties thereof…’ Thereafter means ‘after that time’. For example, ‘The products shall be transported to The Grange. Thereafter, they shall be stored in a warehouse.’ Thereat means (1) at that place or (2) on account of or after that. For example, ‘thereat, payments shall cease’. Thereby means ‘by that means; as a result of that’. For example, ’the parties thereby agree’. Therein means ‘in that place, document or respect’. For example, ‘The parties shall refer to the contract dated 1 May 1999. It is agreed therein that…’ Thereinafter means ‘later referred to in that matter or document’. For example, ‘thereinafter, it is agreed that…’ Thereof means ‘of the thing just mentioned’. For example, ‘Reference is made in paragraph 5 to the contract dated 1 May 1999. The parties thereof agreed that…’ Forum Legal English by lawyers for lawyers 12 Thereon means ‘on or following from the thing just mentioned’. For example, ‘The machine rests on a wooden block. There is placed thereon a metal bracket…’ Thereto means ‘to that place or to that matter or document’. For example, ‘the parties thereto’. Therefor means ‘for that’. For example, ‘the equipment shall be delivered on 13 September 2003. The Company agrees to pay therefor the sum of $150,000’. Therefor should not be confused with ‘therefore’ which means ‘for that reason’. Thereupon means ‘immediately or shortly after that’. For example, ‘delivery shall take place on 13 September 2003. Thereupon the equipment shall be stored in the Company’s warehouse’. Whereabouts means ‘the place where someone or something is’. For example, ‘the Company shall be kept informed as to the whereabouts of the products’. Whereat means ‘at which’. ‘The seller attempted to charge extra interest on late payment, whereat the buyer objected’.

5 Whereby means ‘by which’. For example, ‘the contract dated 1 May 1999, whereby the Company agreed to purchase the products’. Wherefore means ‘as a result of which’. For example, ‘the buyer breached the contract, wherefore the seller suffered damage’. Wherein means (1) in which, or (2) in which place or respect. For example, ‘the contract dated 1 May 1999, wherein it is stated that…’ Whereof means ‘of what or of which’. For example, ‘the Company one of the directors whereof is a foreign national’. Whereupon means ‘immediately after which’. For example, ‘The sum of $15,000 shall be paid by the buyer to the seller on 13 September 2003, whereupon the buyer’s liability to the seller shall be discharged’.

Insert the correct word from the list and insert it into the sentences below. (1) The parties ______agree that this contract shall continue for a period of two years from the date of execution ______. (2) …And ______the Purchaser is desirous of acquiring from the Vendor the Goods which form the subject-matter of this contract… (3) The ______provisions shall not apply if the parties agree to waive them. (4) The specifications of the Products are set out in the clauses ______appearing. (5) That was a case ______the judge ruled that liability could not be excluded in all circumstances, but that limitations might be permissible. Forum Legal English by lawyers for lawyers 13

(6) The provisions contained ______shall be construed in accordance with the laws of England and Wales. (7) Any dispute arising ______shall be resolved in arbitration. (8) ______all disputes between the parties have been resolved amicably. (9) A copy of the lease is enclosed ______. a) heretofore b) whereas c) herefrom d) hereinafter e) hereof f) wherein g) herein h) above-mentioned i) herewith j) hereto

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