1. Trang chủ
  2. » Luận Văn - Báo Cáo

A study of linguistic features of set expressions used in business contracts

63 1 0

Đang tải... (xem toàn văn)

Tài liệu hạn chế xem trước, để xem đầy đủ mời bạn chọn Tải xuống

THÔNG TIN TÀI LIỆU

Thông tin cơ bản

Định dạng
Số trang 63
Dung lượng 121,39 KB

Cấu trúc

  • CHAPTER 1................................................................................................................1 (10)
    • 1.1. RATIONALE (10)
    • 1.2. AIMS AND OBJECTIVES (11)
      • 1.2.1. Aims (11)
      • 1.2.2. Objectives (11)
    • 1.3. RESEARCH QUESTIONS (11)
    • 1.4. SCOPE OF THE STUDY (11)
    • 1.5. SIGNIFICANCE OF THE STUDY (12)
    • 1.6. ORGANIZATION OF THE STUDY (12)
  • CHAPTER 2................................................................................................................4 (13)
    • 2.1. LITERATURE REVIEW (13)
    • 2.2. THEORETICAL BACKGROUND (15)
      • 2.2.1. Definition of Contracts (15)
      • 2.2.2. Notions of Set Expressions (20)
      • 2.2.3. Linguistics Features (22)
        • 2.2.3.1. Syntactic features (22)
        • 2.2.3.2. Lexical features (24)
  • CHAPTER 3..............................................................................................................20 (29)
    • 3.1. RESEARCH DESIGN (29)
    • 3.2. RESEARCH METHODS (29)
    • 3.3. DATA COLLECTION (29)
    • 3.4. DESCRIPTION OF SAMPLES (29)
    • 3.5. DATA ANALYSIS (30)
    • 3.6. VALIDITY AND RELIABILITY (30)
  • CHAPTER 4..............................................................................................................22 (31)
    • 4.1. LEXICAL FEATURES OF SET EXPRESSIONS USED IN BUSINESS CONTRACTS (31)
      • 4.1.1. Formal words (31)
      • 4.1.2. Archaic words (33)
      • 4.1.3. Loan words (36)
      • 4.1.4. Technical Terms (36)
      • 4.1.5. Coordination of Synonyms (38)
      • 4.1.6. Nominalization (39)
    • 4.2. SYNTACTIC FEATURES OF SET EXPRESSIONS USED IN BUSINESS CONTRACTS (42)
      • 4.2.1. NOUN PHRASES (42)
        • 4.2.1.1. N + N (42)
        • 4.2.1.2. N + PREP + N (42)
        • 4.2.1.3. N + AND + N (43)
        • 4.2.1.4. N's + N (44)
        • 4.2.1.5. Ns’ + N (45)
      • 4.2.2. VERB PHRASES (47)
        • 4.2.2.1. V +N (47)
        • 4.2.2.2. V + AND + V (49)
      • 4.2.3. ADJ PHRASES (49)
        • 4.2.3.1. ADJECTIVE + AND + ADJECTIVE (49)
        • 4.2.3.2. ADJ + PREP (50)
      • 4.2.4. PREPOSITIONAL PHRASES (51)
        • 4.2.4.1. PREP + PREP (51)
        • 4.2.4.2. AS + PP + BY (51)
        • 4.2.4.3. AS + PP + IN (51)
        • 4.2.4.4. AS + ADV + PP + UPON (52)
        • 4.2.4.5. AS +ADV + AS (52)
  • CHAPTER 5..............................................................................................................46 (55)
    • 5.1. CONCLUSION (55)
    • 5.2. LIMITATIONS OF THE STUDY (55)
      • 5.2.1. Sample Size (55)
      • 5.2.2. Language Specificity (55)
      • 5.2.3. Generalizability (56)
      • 5.2.4. Contextual Variation (56)
      • 5.2.5. Single Source (56)
    • 5.3. IMPLICATIONS (56)
      • 5.3.1. Enhancing Language Learning (56)
      • 5.3.2. Improving Skills in Translation and Interpretation (56)
      • 5.3.3. Enhancing Communication and Clarity (57)
      • 5.3.4. Legal Validity and Accuracy (57)
    • 5.4. RECOMMENDATIONS FOR FURTHER RESEARCH (57)

Nội dung

RATIONALE

Since the 1960s, globalization has been developing extensively, leading to significant changes in the world economy This has resulted in integration in all aspects, especially in the economic field among countries that continue to develop strongly, bringing about a free trade flow worldwide Up to the present day, in the 21st century, along with the strong development of digital technology, it has contributed significantly to the increase in the number of business activities taking place, with transactions of buying and selling goods occurring every second, regardless of geographical distance As a result, globalization has blurred national borders and narrowed gaps in economic, political, and social aspects of life For many years, under the pressure of productivity improvements and the ability to meet the demand for exchanging goods, we have found an official weapon to support the issue of trade worldwide One of the five principles of Roman law when talking about contracts is

"VERBA VOLANT, SCRIPTA MANENT," meaning "spoken words fly away, written words stay," to replace the previous temporary methods From there, business contracts appeared.

Business contracts are the backbone of the commercial world, and they are used to establish and regulate the relationships between various entities in the business world. The linguistic features of these contracts play a critical role in ensuring clarity, accuracy, and effectiveness in legal communication Set expressions are a common feature of business contracts and are used to convey specific meanings and concepts in a clear and concise manner.

The use of set expressions is a common feature of business contracts, and these expressions play a critical role in ensuring clarity, precision, and consistency in legal language However, there is limited research on the linguistic features of set expressions in business contracts Understanding the characteristics of set expressions in business contracts is crucial for legal practitioners, as it helps them to use language that is easily understood by all parties involved in the contract, thereby reducing the risk of misunderstandings and disputes Furthermore, identifying the syntactic and lexical features of set expressions in business contracts may aid in the development of guidelines for drafting clear and effective legal language This research aims to fill the gap in the literature by examining the linguistic features of set expressions commonly used in business contracts, with a focus on sale contracts By doing so, this study: “AStudy of Linguistic Features of Set Expressions Used in Business Contracts aims to contribute to the field of legal language and provide practical insights for legal practitioners.

AIMS AND OBJECTIVES

The aim of this thesis is to identify prevalent set expressions that are utilized in business contracts and investigate the linguistic characteristics of these expressions in relation to their syntax and lexicon The aim is to comprehend how grasp the utilization of precise terminologies and ensure their accurate application within contracts, thereby enhancing overall precision.

The objectives of this thesis are to:

- Describe the syntactic features of set expressions used in business contracts

- Describe the lexical features of set expressions used in business contracts

- Provide some suggestions for learning commercial English related to set expressions in international trade agreements, in terms of syntax and lexical.

RESEARCH QUESTIONS

The study of this investigation is to tackle the following questions:

1 What are syntactic features of set expressions used in Business Contracts?

2 What are lexical features of set expressions used in Business Contracts?

SCOPE OF THE STUDY

- The paper is limited to collecting data from contracts used in foreign trade.

- The data analyzed is considered to be set expressions that are included in the collected samples.

- With regard to linguistic characteristics, syntactic and lexical fields are often taken into account alongside the selected data.

SIGNIFICANCE OF THE STUDY

By analyzing set expressions to identify their language features in business contracts,the project hopes to help learners better understand words, their meanings, and usage,thereby enhancing their reading comprehension skills and contributing to the translation and writing agreements, mainly those in the field of business, buying and selling, importing and exporting goods for acknowledgment and job responsibility.Simultaneously, this study made are expected to be useful and may provide some suggestions for future research.

ORGANIZATION OF THE STUDY

This paper has been divided into five parts as follows:

Chapter 1: The introduction of the research introduces the theoretical foundation, purpose, and objectives, presents research questions, the scope of the study, and the significance of the study, providing readers with an overview of the research.

Chapter 2: Literature Review and Theoretical Background consists of two parts. The first part will present previous related studies in Vietnam as well as worldwide, pointing out unsolved problems The second part provides a detailed theoretical foundation related to the issue being examined and is the foundation for this thesis.

Chapter 3: Introduction to the methodology, clarifying the research process and steps, the methods used The data collection and analysis process is also mentioned with specific criteria.

Chapter 4: Findings and Discussion, focusing on analyzing and discussing research results The linguistic characteristics of set expressions used in purchase contracts will be presented in this important section.

Chapter 5: Conclusion and Implications, summarizing research results, presenting implications, limitations of the analysis, and making appropriate suggestions for further research.

LITERATURE REVIEW

Business contracts have long attracted the attention of linguistics researchers due to their nature, diversity, and constant updates Therefore, it is easy to understand that there have been many studies on the various expressions, verbs, and entities related to contracts Different descriptions of syntax and lexicon have gone through various stages in the history of linguistics What is interesting is that Puqing Shi (2022) conducted a study on the linguistic features of business contracts, focusing on vocabulary, phrase, sentence and stylistic structure, but only explaining the definitions briefly Meanwhile, Western researchers, such as Kozlovska (2012), pay more attention to linguistic habits in translating contracts Jiang Zhu and Qian Wu (2011) focuses on investigating the stylistic features of English language used in business contracts, analyzing the specific writing characteristics of English for business contracts from the perspective of vocabulary and syntax.

Similarly, at the University of Da Nang, Ngo Pham Kim Anh (2016) conducted a study on linking words in international sale contracts, focusing on finding out and depicting the form of linkers and analyzing the formal, syntactic, and semantic features of linking words in sale contracts to help readers better understand how to use them correctly in contracts One of the most notable works is Discourse Analysis ofBusiness Contract Language in English written by Vietnamese authors by Nguyen ThiPhu (2013) She contrasted this study with local writers to provide better contract drafting guidance Dinh Thi Minh (2019) also conducted a similar analysis, she conducted a research on the topic: "A discourse analysis of Vietnamese and English business contracts in Binh Duong Province." Her thesis focused on understanding the commonly used standards by foreigners and Vietnamese individuals during the process of drafting business contracts Moreover, she aimed to identify the common practices and approaches in drafting business contracts

Regarding the investigation of set expressions, the exclusive guidebooks on how to use set expressions by Egbert Fortuin and Hetty Geerdink -Verkoren (2019) are quite popular, and studies with similar purposes seem to be increasingly recorded in different contexts At the research institute mentioned earlier, many studies on language features related to contracts in general and set expressions, in particular, have been conducted.

Similarly, at Hanoi Open University, Dinh Thi Thuy Linh (2020) conducted research on the grammatical and semantic characteristics of set expressions, focusing on behavior in both English and Vietnamese The descriptive and comparative method,combined with qualitative and quantitative approaches, was employed by her in the research By examining the grammatical and semantic features, she identified similarities and differences in the set of behavioral expressions between the two languages in terms of their grammatical and semantic characteristics In addition, LeThi Soan Duong (2018) conducted research on the syntax and semantics of English expressions containing verbs such as "take" or "bring" and their equivalents inVietnamese Furthermore, she identified and highlighted some similarities and differences between English idioms containing the verbs "Take" and "Bring" and their equivalent expressions in Vietnamese The author employed a combination of descriptive research method and comparative analysis method This involved conducting questionnaires, employing comparative analysis, statistical methods, and analytical techniques to elucidate her study In 2017, Dinh Thi Thu Huong also conducted a study on set expressions containing the word "BLUE" and their equivalents in Vietnamese The purpose of her research was to describe the grammatical and semantic features of color expressions, with a particular focus on the color "blue." She aimed to identify similarities and differences between color expressions in English and their equivalent terms in Vietnamese in terms of grammatical and semantic characteristics Additionally, she proposed implications for teaching based on her findings The author employed a combination of descriptive research method and comparative analysis method, utilizing survey questionnaires, comparative analysis, statistical methods, and analytical techniques in her study

Overall, although there have been many different studies and significant contributions to linguistics, the aforementioned authors have not researched the linguistic characteristics of set expressions regarding syntactic and lexical features in business contracts This can impact the ability to understand, translate, and establish logic in a business agreement or contract in general Therefore, by reading those works in both English and Vietnamese, I want to systematically describe and analyze the grammar and lexical features of set expressions in business contracts The information system on set expressions in business contracts, along with my awareness and analysis, is just a small part of this linguistic field.

THEORETICAL BACKGROUND

This study was conducted based on fundamental knowledge about the following terms to understand and analyze the syntactic and lexical features of set expressions used in business contracts.

2.2.1 Definition of Contracts a Definition of Contracts

The Nawash Law Office defined a contract as: "A contract is a binding agreement between two or more parties which is enforceable by law A legally enforceable contract is an exchange of promises with specific legal remedies for breach."

According to Cornell’s Legal Information Institute, the legal definition of the term

“Contract” is: “An agreement between private parties creating mutual obligations enforceable by law The basic elements required for the agreement to be a legally enforceable contract are: mutual assent, expressed by a valid offer and acceptance; adequate consideration; capacity; and legality In some states, elements of consideration can be satisfied by a valid substitute Possible remedies for breach of contract include general damages, consequential damages, reliance damages, and specific performance.”

Also, according to FindLaw, it is stated that: " A contract is a legally enforceable agreement between two or more parties where each assumes a legal obligation that must be completed Many aspects of daily life involve contracts, including buying property, applying for a car loan, signing employment-related paperwork, and agreeing to terms and conditions when buying products and services or using computer software."

In addition, Carven (1985, p.96) provides a definition of a contract as "An agreement made between two or more parties which create legal rights and obligations". Furthermore, Ashley (2015) offers a more detailed explanation of contracts as "Any legally enforceable agreement between two or more parties For a contract to be valid under the law, it is crucial that the parties involved have the legal capacity and freedom to enter into the contract They must also have the intention to be bound by its terms, reach a mutual understanding of the contract's purpose, which must not be unlawful Additionally, there must be consideration provided by each party, and the terms of the agreement must be clear and understandable"

All in all, a contract is a commitment between two or more parties to do or not do something within the framework of the law Contracts are often associated with projects, in which one party agrees with other parties to carry out the project or a part of the project for themselves. b Characteristics of Contracts

Modality is another linguistic characteristic of contracts that refers to the degree of certainty or obligation conveyed by the language used in the agreement Modality can be divided into two categories: deontic modality and epistemic modality.

Deontic modality refers to the degree of obligation or permission conveyed by the language used in the contract Deontic modality can be expressed through modal verbs such as "must", "should", "may", or "shall", or through other linguistic constructions such as "obligated to" or "entitled to" For example, a contract may state that one party

"must" deliver goods to the other party by a specific date.

Epistemic modality refers to the degree of certainty or possibility conveyed by the language used in the contract Epistemic modality can be expressed through modal verbs such as "may", "might", or "could", or through other linguistic constructions such as "likely" or "possible" For example, a contract may state that one party "may" terminate the agreement if certain conditions are met.

The use of modal language in contracts is important because it helps to clarify the obligations and expectations of each party For example, the use of "must" indicates a clear obligation, while the use of "may" indicates a discretionary action The use of modal language can also help to mitigate potential disputes by establishing clear expectations and obligations.

However, the use of modal language in contracts can also be a source of ambiguity or confusion if the language is not used consistently or if the terms are not clearly defined For example, the term "reasonable" is often used to define obligations or expectations in contracts, but what constitutes "reasonable" can vary depending on the circumstances.

In conclusion, modality is an important linguistic characteristic of contracts that helps to establish the degree of obligation or certainty conveyed by the language used in the agreement Deontic modality and epistemic modality are two categories of modality that can be expressed through modal verbs or other linguistic constructions The use of modal language in contracts is essential to clarify expectations and obligations, but it is important to use the language consistently and to define terms clearly to avoid ambiguity or confusion.

One of the most critical linguistic characteristics of contracts is Airtightness and Accuracy To determine whether a contract is strict or not depends on its content and form The strictness and accuracy in a business contract in English will be demonstrated first by using terms that are clear and precise, as they are unambiguous words In addition, we will have different types of contracts such as economic contracts, labor contracts, civil contracts, and so on For each type of contract, there will be appropriate use of words and phrases that fit the context and content required by the contract Therefore, legal terminology represents the most appropriate language means to convey the meaning and interpretation accurately Ambiguity and confusion can lead to disputes and legal challenges, so it is essential to use precise language and define terms clearly For example, a contract may define a term like "net income" to ensure that both parties understand how it is calculated

Performativity is another linguistic characteristic of contracts that refers to the ability of language to perform a specific action or create a legal obligation Contracts are considered performative speech acts, meaning that the language used in the contract has the power to create a legal obligation between the parties involved.

In other words, when parties enter into a contract, they are not just exchanging words or ideas; they are creating a legal relationship that is binding and enforceable

Performativity is achieved through the use of certain linguistic features, including the use of specific legal terminology, the inclusion of terms and conditions that create legal obligations, and the use of language that clearly defines the rights and responsibilities of each party In addition, the parties must have the intention to create a legal relationship, and the contract must be legally valid and enforceable.

In a contract, the following is a list of performative verbs commonly used in contracts demonstrates performativity: Agree, Promise, Grant, Acknowledge, Represent,

Undertake, Covenant, Accept, Warrant, Execute, Indemnify, Release, Assign, Terminate, Waive

 “The parties hereby agree to the terms and conditions outlined in this agreement.”

 “The Seller hereby promises to deliver the goods within the specified timeframe.”

 “The Licensor hereby grants the Licensee a non-exclusive license to use the intellectual property.”

 "The Parties hereby acknowledge that all confidential information shall be kept strictly confidential."

These verbs, when used in a contract, not only describe the intended actions or obligations but also have the power to create legal consequences and establish rights and obligations between the parties involved It's important to note that the specific choice of performative verb may vary depending on the nature of the contractual agreement and the intended legal effects. c Definition of Business Contracts

RESEARCH DESIGN

This paper is aimed at describing the linguistic features of set expressions in business contracts in terms of lexical and syntactic features As mentioned above, descriptive methods were used to investigate set expressions in business contracts.

RESEARCH METHODS

To achieve the purposes and objectives of this study, a qualitative approach was employed in conjunction with a descriptive method A corpus of English Business contracts was collected and analyzed to identify the types and frequencies of set expressions utilized in Business contracts The descriptive method was employed to describe contract-related set expressions in English, aiming to demonstrate the syntactic and lexical features of these set expressions.

DATA COLLECTION

The primary sources for data collection in this study consist of reputable online sources encompassing business coursebooks, newspapers, corporate websites, as well as diverse reference materials pertaining to the subject matter.

DESCRIPTION OF SAMPLES

Approximately 50 contracts were collected, mostly from the website dedicated to legal professionals: http://contracts.onecle.com/ , due to the confidential nature of business agreements To apply the acquired knowledge from the import-export process and practice the analysis of English commercial language, international sales contracts were selected as samples, aiming to generate a detailed and useful report on this specific contract type However, due to time constraints, only samples ranging from 1 to 10 pages were gathered In summary, the criteria for contract selection included the following:

 The contract must pertain to an international sale of goods.

The contract must be written in English.

 The contract's length should not exceed 10 pages.

 The contract must be executed by different companies without any repetition.

DATA ANALYSIS

After selecting 50 business contracts related to set expressions in business contracts, I analyzed and classified these set expressions based on their syntactic and lexical characteristics The following process was employed for data analysis:

 Gathering set expressions in business contracts from various sources.

 Describing and analyzing the language features of set expressions in business contracts in terms of syntax and vocabulary.

 Providing illustrative examples of the identified language features in the set expressions, including syntactic and lexical characteristics.

VALIDITY AND RELIABILITY

From a reliability perspective, the set expressions collected from commercial contracts and sales contracts are sourced and widely used These contract samples containing set expressions are obtained from reliable websites for lawyers and serve as reference materials for the research.

In the aspect of validity, 50 business contracts containing set expressions in English will be carefully selected for this study These contracts will be chosen diligently from various sources, including companies, provided materials from instructors, as well as from the Internet Moreover, all these set expressions will be cross-referenced with different sources to ensure their accuracy.

LEXICAL FEATURES OF SET EXPRESSIONS USED IN BUSINESS CONTRACTS

After being collected, set expressions are classified into Formal words, Archaic words, Loan words, Technical Terms, Coordination of Synonyms and Nominalization Then, a thorough examination of the form of the words is conducted, accompanied by a simple statistical analysis.

The utilization of formal words as a lexical feature in set expressions within business contracts serves significant purposes Firstly, the use of formal words ensures precision and clarity in conveying meanings within the contract By employing specific and accurate legal terminology, any ambiguity and vagueness in understanding and applying contract terms can be eliminated For instance, a phrase such as "Notwithstanding any other provision in this agreement, Party A shall have the right to terminate the contract immediately in the event of a material breach by Party B" demonstrates the precise and unambiguous nature of formal words.

Secondly, the incorporation of formal words enhances the legal and authentic nature of business contracts These formal words consist of legal terms recognized and accepted by the legal system, thereby establishing credibility and reliability in the enforcement and resolution of legal disputes For example, the statement "This agreement shall be governed by and construed in accordance with the laws of the State of California" reinforces the legal validity and authenticity of the contract.

Lastly, the utilization of formal words contributes to uniformity and consistency within the language of the business contract Widely used and recognized legal terminology ensures that contract terms are understood and applied consistently across different legal contexts For instance, the phrase "The terms and conditions set forth herein shall apply to all transactions between the parties" exemplifies how formal words contribute to the consistent interpretation and application of contractual provisions.

The significance of incorporating formal words into business contracts is particularly crucial in my research as it allows me to explore and analyze the usage, frequency, and importance of legal terminology within the language of the contract By studying specific examples such as "Whereas," "Hereinafter," "Notwithstanding," "In consideration of,"

"Hereby," "Force majeure," and various other legal terms, I can identify how these terms influence the meaning and effectiveness of business contracts.

Table 4 1 Examples of formal words for set expressions in contracts

Whereas Considering, Given that, Since

Hereinafter In the following, After this, Hereafter

Notwithstanding Despite, In spite of, Regardless of

In consideration of For, As a result of, Due to

Hereby By this means, Through this, With this act

Force majeure Act of God, Unforeseen circumstances,

Exceptional event Termination for cause Ending due to breach, Cancelling for violation, Termination on grounds of non-compliance

Indemnify and hold harmless Protect and compensate, Absolve from liability, Secure against claims

In witness whereof As proof of, As evidence, To signify

Whereas the parties have agreed to enter into this contract, they hereby acknowledge and agree to the terms and conditions set forth herein.

Hereinafter, the party providing the services shall be referred to as the "Service Provider.

Notwithstanding any other provision in this Agreement, the parties shall cooperate in good faith to resolve any disputes that may arise.

In consideration of the payment of the agreed-upon price, the Seller shall deliver the goods within the specified timeframe.

The Buyer hereby represents and warrants that all information provided is accurate and complete.

In the event of a force majeure, such as a natural disaster or government intervention, either party may be excused from performing its obligations under this Agreement.

The Client reserves the right to terminate this Agreement for cause in the event of a material breach by the Service Provider.

The Contractor agrees to indemnify and hold harmless the Company from any claims, damages, or losses arising out of the Contractor's performance of the services.

In witness whereof, the authorized representatives of the parties have executed this Agreement as of the Effective Date.

Language is in a constant state of evolution; however, legal language tends to be resistant to change, as noted by Hiltunen (1990, p.17) According to Crystal and Davy

(1969, p.207), legal English prominently features archaic words and phrases that are unique to the legal profession These archaic words, known as archaisms, are believed by lawyers to provide clearer and less ambiguous references, as well as lend greater weight and authority to the language (Gibbons, 2003, p.41) For instance, terms like

"herein" and "therein" can facilitate economy of expression by replacing longer phrases such as "in this document" or "in that clause" (Tiersma, 1999, p.94).

Contracts, as a representative example of legal documents, preserve numerous archaic words that are commonly employed by lawyers but encountered infrequently by non- lawyers Unlike in literary English, where archaic words are rarely used, contract language extensively incorporates archaic terms such as "hereby," "hereof," "hereto,"

"hereunder," "hereinafter," "hereafter," "thereby," "therefrom," "thereunder," "thereof," "therefore,"

"whereby," and "whereof." hereby means by this means or by reason of this; hereof means of this; hereto means to this contract; herein means in this; hereunder means under this; hereinafter means later in this contract; therefrom means from that; thereof means of that; thereunder means under that.

The identification of these archaic words reveals their predominant structure, which consists of the combination of "here," "there," or "where" with a preposition Moreover, the majority of these words are classified as adverbs, typically functioning as attributive or adverbial modifiers in sentences To illustrate the meanings of these archaic words, the following examples are provided:

(1) Hereby: This term is commonly used to indicate that something is being stated or agreed upon in the present document or within a specific provision.

The parties hereby agree to the terms and conditions outlined in this contract.

(2) Hereinafter : This term is used to refer to something that will be mentioned or defined later in the document.

The "Company" hereinafter refers to XYZ Corporation, registered under the laws of the state of California.

(3) Hereunder: This term is used to refer to something mentioned or stated below

The obligations of the parties as set forth hereunder shall remain in effect for the duration of the agreement.

The Parties acknowledge and agree to the terms and conditions hereof.

The Client and the Service Provider are parties hereto and hereby agree to the following.

In the event of termination, the Buyer shall have no further rights hereafter under this Agreement.

The Client agrees to pay the invoice within seven days, thereby fulfilling their financial obligation.

The Company shall not be liable for any damages resulting from or arising therefrom.

"The rights and obligations of the Parties with respect to the intellectual property shall be governed by the terms set forth in Article 6, and any subsequent provisions referenced thereunder."

The failure to provide written notice within the specified timeframe shall, therefore, result in a waiver of any claims.

The parties have executed this Agreement, whereof they have set forth their respective signatures.

The Service Provider shall provide the agreed-upon services, whereby the Client shall make timely payments.

These archaic words not only imbue contracts with a high level of formality and dignity but also succinctly consolidate the language used in contracts, lending them a distinct formal essence while preventing language redundancy and ambiguity.

In contrast to many other variations of the English language, contracts exhibit a significant presence of French and Latin vocabulary, making it a defining characteristic of contract English This is attributed to the extensive adoption of French legal terminology following the Norman Conquest, resulting in a substantial French influence on the English language Examples of words of French origin include "verdict," "warrant," and "statute." Additionally, the introduction of Christianity to England in 597 AD led to the gradual incorporation of Latin legal terms into English, including words like "basis," "declaration," "register," and "prior." These Greek, French, and Latin words are predominantly formal or scholarly in nature (Li, 2006, p.30) As a result, the use of these French and Latin legal terms in contracts contributes to their heightened formality and solemnity.

What distinguishes contract English is the notable utilization of French and Latin legal terms, which have retained their original forms over time Examples of such terms include "force majeure," "bona fide holder," "pro rata tax rate," and "de facto agreement." These terms, with their intact French and Latin roots, further enhance the distinctive character and formality of contract language.

The occurrence of force majeure, such as natural disasters or civil unrest, shall relieve both parties from their contractual obligations.

(14) “Act of God" is a common and recognized term in the field of business contracts used to describe unforeseeable impacts caused by natural disasters or events beyond human control.

Neither party shall be held liable for any delays or failures in performance caused by an Act of God, including but not limited to natural disasters or extreme weather conditions.

If any provision of the contract is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, as stated in the severability

In the event of a force majeure, such as natural disasters or acts of war, the parties shall be excused from their contractual obligations as stated in the force majeure clause.

The parties agree to sign a confidentiality agreement to protect the non-disclosure of sensitive information shared during the course of the contract.

The contract shall include provisions addressing the ownership and protection of intellectual property rights, including patents, trademarks, and copyrights.

The indemnification clause in the contract states that the Seller shall indemnify and hold the Buyer harmless from any claims, damages, or liabilities arising from the use of the purchased products.

The parties shall enter into a non-disclosure agreement to ensure the confidentiality and non-disclosure of proprietary information exchanged during the contract period.

The contract shall include a termination clause outlining the conditions under which either party can terminate the agreement, such as a material breach or non- performance.

SYNTACTIC FEATURES OF SET EXPRESSIONS USED IN BUSINESS CONTRACTS

"Either party may terminate this agreement upon thirty days' written notice to the other party, except as otherwise provided in the Termination Clause."

"Party A and Party B shall enter into a separate Non-Disclosure Agreement in order to protect the confidentiality of any Confidential Information disclosed in connection with this agreement."

"Party B shall deliver the products to Party A in accordance with the Delivery Schedule set forth in Exhibit A to this agreement."

"Party A agrees to provide the services described in the Service Level Agreement attached hereto as Exhibit A in accordance with the service levels set forth therein."

"Party A shall make payment to Party B in accordance with the Payment Schedule set forth in Exhibit A to this agreement."

The party shall not transfer or assign any of its rights under the agreement without the prior written consent of the other party.

The seller shall be responsible for the proper packaging and delivery of the goods to the buyer's designated location.

The buyer shall make payment of all fees due under the agreement within thirty days of receiving an invoice from the seller.

In the event of a material breach of the contract by either party, the non-breaching party may seek damages and other remedies.

Any amendment to the agreement must be made in writing and signed by both parties.

The company shall ensure compliance with all applicable laws and regulations governing its operations.

The seller shall transfer ownership of the intellectual property rights to the buyer upon receipt of full payment.

Both parties shall maintain the confidentiality of any proprietary or sensitive information shared during the term of the agreement.

The parties agree that the non-breaching party shall be entitled to seek specific performance, injunctive relief, or other available remedies in the event of a breach of the agreement.

"Party A represents and warrants that it has the necessary authority to enter into this agreement, and that all information provided to Party B in connection with this agreement is true and accurate."

"Party A agrees to provide Party B with the goods and services described in Exhibit A to this agreement, in accordance with the specifications set forth therein."

"Party A shall be responsible for all costs and expenses incurred in connection with the performance of its obligations under this agreement, including but not limited to travel expenses, equipment costs, and labor costs."

"Each party shall designate a representative who shall be responsible for all communications and actions taken on behalf of that party under this agreement Such representative may appoint agents to act on their behalf with the written consent of the other party."

"Both parties agree to maintain the confidentiality of all information disclosed by the other party in connection with this agreement, and not to disclose such information to any third party without the prior written consent of the disclosing party."

"Party A retains all ownership rights in and to its intellectual property and trademarks, and Party B shall not use such intellectual property or trademarks without the prior written consent of Party A."

"Either party may terminate this agreement in the event of a material breach by the other party, and such termination shall be deemed a default under this agreement."

"Service Provider agrees to keep confidential all Client's confidential information, and not to disclose such information to any third party without the prior written consent of the Client."

"The employment contract explicitly stated that any intellectual property created by the employee during their tenure would become the Employer's Intellectual Property."

The Investor's Capital Contribution was a crucial factor in securing the necessary funds for the startup's initial operations."

The Supplier's Delivery Schedule outlined the agreed-upon dates and times for the delivery of goods to ensure timely fulfillment of customer orders."

"According to the lease agreement, the Lessor's Repair and Maintenance responsibilities included regular upkeep and necessary repairs of the rented property."

"The amendment to the company's bylaws granted enhanced Shareholder's Voting Rights, allowing each shareholder to have an equal say in major decisions."

"The construction company was required to provide Owner's Liability Insurance for the duration of the project."

"As part of the acquisition agreement, the Seller's Representations and Warranties were thoroughly reviewed to ensure the accuracy of the information provided by the seller."

"The employment contract clearly defined the Manager's Duties and Responsibilities, outlining the tasks and obligations expected of the individual in their role."

"As a board member, the Director's Fiduciary Duty required them to act in the best interests of the company and its shareholders, prioritizing their welfare above personal gain."

"This Shareholders' Agreement sets out the rights and obligations of the shareholders of the company."

The company's bylaws outline the directors' duties, which include acting in the best interest of the company, exercising due care and diligence, and avoiding conflicts of interest while carrying out their fiduciary responsibilities.

"The company offers a comprehensive package of Employees' Benefits, including health insurance, retirement plans, and paid time off."

The shareholders' agreement grants certain investors' rights, such as the right to receive financial information, the right to participate in major decision-making processes, and the right to inspect corporate records, ensuring their involvement and protection in the company's operations.

The contract explicitly outlines the contractors' obligations, which include completing the assigned tasks within the agreed-upon timeframe, adhering to quality standards, maintaining confidentiality, and providing necessary documentation and reports as per the contract terms.

The company strives to meet and exceed customers' requirements by ensuring timely delivery, product quality, and exceptional customer service in order to enhance customer satisfaction and maintain long-term business relationships.

The parent company closely monitors and oversees the subsidiaries' operations to ensure compliance with corporate policies, financial accountability, and adherence to regulatory requirements, thereby maintaining effective control and coordination within the overall corporate structure.

"Recipient agrees to keep all confidential information received from Discloser confidential, and not to disclose such information to any third party."

"Owner shall retain all intellectual property rights in and to the product, including any patents, trademarks, or copyrights."

"Supplier represents and warrants that it is financially solvent and able to fulfill its obligations under this Agreement."

"In the event of a breach of this Agreement by either party, the non-breaching party shall be entitled to liquidated damages in the amount of 10% of the contract price."

"Goods delivered under this Agreement shall be of acceptable quality, and shall conform to the specifications set forth in the contract."

"Employee shall comply with all non-disclosure obligations set forth in the company's policies and procedures."

"Licensee shall have the exclusive right to use the licensed technology in the field of use specified in the license agreement."

"Contractor shall agree to non-compete obligations for a period of 2 years following the termination of this Agreement."

The Contractor shall provide services to the Client as described in Exhibit A.

The supplier is responsible for delivering goods to the customer's specified location within the agreed-upon timeframe.

The contractor is hired to perform work according to the specifications outlined in the project scope and complete it within the designated timeframe.

The company agrees to grant a license to the licensee, allowing them the authorized use of intellectual property for a specified period and under specific terms and conditions.

The Buyer shall make payment to the Seller within thirty (30) days of receipt of the invoice for the goods.

The contract requires both parties to provide notice to each other in the event of any changes, issues, or important information related to the agreement.

All employees must comply with regulations regarding workplace safety.

The company is required to maintain records of all financial transactions, including receipts, invoices, and other relevant documents, as per legal and regulatory requirements.

The contractor must obtain approvals from the local building authority before commencing construction on the project.

"The Buyer shall have the right to inspect and accept the goods upon delivery."

"The Contractor shall defend and indemnify the Client from any claims, damages, or liabilities arising out of the Contractor's performance of the work."

"The Seller shall convey and assign all right, title, and interest in the intellectual property to the Buyer."

"The Tenant shall maintain and repair the leased premises in good condition and repair."

"The Parties agree and acknowledge that the terms of this agreement constitute the entire understanding between them."

"The Contractor shall develop and implement a project plan for the completion of the work."

"Each party shall promptly notify and cooperate with the other party in the event of any potential or actual breach of this agreement."

"The Contractor shall design and construct the project in accordance with the plans and specifications approved by the Client."

"The Client shall have the right to review and approve any changes to the project scope or budget before they are implemented."

The seller shall deliver the goods to the buyer free and clear of any liens, claims, or encumbrances.

The fees charged by the service provider shall be reasonable and customary for the services rendered.

The buyer may terminate the agreement if there is a material and adverse change in the financial condition of the seller.

The parties shall conduct all negotiations and discussions in an open and transparent manner.

The seller shall provide the buyer with complete and accurate information regarding the goods, including any defects or limitations.

The agreement shall be legal and binding upon the parties and their respective successors and assigns.

The service provider shall perform the services in a timely and efficient manner.

The parties shall exercise careful and diligent efforts to protect the confidential information.

The compensation paid to the employee shall be fair and reasonable for the services rendered.

The parties shall strive to create a mutual and beneficial relationship through the course of their business dealings.

Subject to the approval of the board of directors, the company shall enter into a

Pursuant to the employment agreement, the employee shall be entitled to receive health benefits and paid time off.

All actions taken by the parties under this agreement shall be in accordance with applicable laws and regulations.

The authorized representative shall act on behalf of the company in all matters relating to the agreement.

The parties agree to cooperate and provide all necessary information with respect to the audit of financial records.

The service provider shall provide additional support services in addition to the core services specified in the agreement.

The buyer shall have access to the seller's premises for the purpose of inspecting the goods.

The parties shall comply with all applicable laws and regulations, as required by federal, state, and local authorities.

The service provider shall provide the services as provided by the scope of work.

The parties acknowledge that the performance of the agreement may be affected by events beyond their control, as contemplated by the force majeure clause.

The rights and obligations of the parties shall be as set forth in the agreement.

The goods shall be delivered as specified in the purchase order.

The parties may modify the terms of the agreement as mutually agreed upon in writing.

The service provider shall commence the services as soon as practicable after receipt of the purchase order.

(135) "As much as": The parties acknowledge that the damages may be as much as the total contract price in the event of a material breach.

Figure 4 2 Distribution of types Syntactic features of set expressions in Business Contracts

Types of syntactic features Frequency Percentage

A table is presented, displaying information on the occurrence of expressions found in the Business Contract The syntactic features used in these grouped expressions include noun phrases, verb phrases, adjective phrases, and prepositional phrases, with each type containing 2-3 structural cases Based on the data, noun phrases are the most commonly used syntactic feature in the grouped expressions, totaling 56 instances with a percentage of 50.4% Within the noun phrase category, the prevalence of the "N + Prep + N" and "N's + N" structures indicates that the noun following the preposition modifies the preceding noun This suggests a preference for using vivid and specific language to convey information about the described nouns.

Regarding verb phrases, the high proportion of the "verb + noun" structure demonstrates that verbs in the corpus are often used to describe actions performed by specific entities (nouns) The prevalence of the "V + and + V" structure also indicates that a text may contain two verbs participating in a single action or state expressed in the sentence This accounts for nearly 20% of the structural features The subsequent appearance rate is for prepositional phrases, which have a relatively high and frequent usage in contracts.

Lastly, the lowest occurrence rate is observed for adjective phrases (12.6%), indicating that this structure is not particularly common in the analyzed text However, the presence of some remaining examples of adjective phrases related to these structures reveals their relevance to understanding the overall structure and meaning of the text.

CONCLUSION

In today's era of globalization and integration, commercial content plays an increasingly crucial role as the legal basis for thousands of contracts and transactions carried out daily In terms of contract language, set expressions significantly contribute to the logic and precision of the documents, not to mention their tendency to contain clauses and conditions within lengthy sentences Therefore, this is a highly relevant and valuable topic for language learners in general and specifically for those studying business English In this thesis, 50 samples were collected from a legal website on the internet The syntactic features of set expressions in business contracts often follow patterns of noun phrases, verb phrases, adjective phrases, and prepositional phrases related to business Subsequently, their language features in terms of syntax and vocabulary were examined, along with their frequency of occurrence Overall, international sale of goods contracts employed various forms of set expressions.

While the linguistic features of these expressions are highly important, their interpretation is also influenced by the legal and commercial language in which they are used This study has highlighted the necessity of in-depth understanding of both the linguistic aspects and vocabulary choices of set expressions for effective communication and negotiation in the business field

LIMITATIONS OF THE STUDY

The study collected data from a limited number of restricted contracts, which may not represent the entire scope of set expressions used in business contracts.

The study focused on set expressions in English business contracts Therefore, the findings may not be directly applicable to contracts in other languages The cultural and linguistic nuances of different languages could impact the usage and interpretation of set expressions.

The research findings are based on a specific context and may not be universally applicable Different industries, regions, and legal systems may have their own specific set expressions, and the findings may not fully capture the diversity in their usage.

The study primarily focused on the syntactic and lexical characteristics of set expressions However, the interpretation and understanding of these expressions can vary depending on the specific context and legal framework in which they are used. The study did not extensively delve into the contextual variations and implications of these set expressions.

The study relied on data collected from a single online platform for legal professionals While this source provided a substantial amount of relevant contracts, it may have introduced bias or limited the variety of set expressions included in the study.

IMPLICATIONS

The study emphasizes the importance of set expressions in Business Contracts The study can serve as a valuable resource for language learners By studying and understanding the use of these set expressions, language learners can enhance their proficiency in business communication and develop a deeper understanding of the language specific to the business and legal domains.

5.3.2 Improving Skills in Translation and Interpretation

The research findings provide valuable insights into the lexical and syntactic features of set expressions in Business Contracts This knowledge can support students aspiring to become contract negotiators, lawyers, and professionals involved in contract drafting in the future in selecting appropriate expressions to effectively convey specific contractual terms and conditions In return, this can streamline the negotiation process and lead to the creation of well-structured and comprehensive business contracts.

The findings of this study shed light on the significance of certain expressions in business contracts, as they contribute to improved communication and clarity of contractual terms By understanding and utilizing these expressions effectively, professionals involved in business contracts can ensure better understanding and interpretation of the contractual obligations and rights.

Set expressions play a crucial role in enhancing the legal validity and accuracy of business contracts The study highlights how the use of standardized language and precise expressions in contractual provisions can contribute to the accuracy of legal interpretations and reduce the likelihood of disputes or misunderstandings.

RECOMMENDATIONS FOR FURTHER RESEARCH

Potential investigations could be conducted in the following domains:

Exploring the expression of sets in business contracts using languages other than English Investigating how cultural and linguistic variations influence the usage, interpretation, and effectiveness of set expressions in different business and legal contexts.

Investigating the contextual variations and practical meanings of specific set expressions in business contracts Analyzing how these expressions are influenced by specific legal frameworks and specific contracts, as well as the impact of different contexts on their interpretation and application.

Utilizing corpus linguistics methods to analyze large-scale collections of business contracts This will allow for a comprehensive analysis of the frequency, ordering patterns, and semantic variations of set expressions, providing valuable insights into their usage in real-world contractual contexts.

Exploring the pedagogical applications of set expressions in language teaching and learning, particularly in the field of business and legal English Researching effective strategies and resources to incorporate set expressions into language teaching programs to enhance learners' proficiency in business communication.

1 Dinh Thi Minh (2019) A discourse analysis of Vietnamese and English business contracts in Binh Duong Province Thu Dau Mot University. https://www.studocu.com/vn/document/truong-dai-hoc-thu-dau-mot/english-language/ a-discourse-analysis-of-vietnamese-and-english-business-contracts-in-binh-duong- province/30871170

2 Dinh Thi Thu Huong (2017) A study on English set expressions containing the word “BLUE” and the Vietnamese equivalents Hanoi Open University. https://123docz.net/document/6163761-a-study-on-english-set-expressions-containing- the-word-blue-and-the-vietnamese-equivalents.htm

3 Dinh Thi Thuy Linh (2020) Grammatical and semantic features of set expressions of behavior in English and in Vietnamese Hanoi Open University. https://123docz.net/document/8020905-grammatical-and-semantic-features-of-set- expressions-of-behavior-in-english-and-in-vietnamese.htm

4 Jiang Zhu, Qian Wu (2011) , A Brief Analysis on the Stylistic Features of

English for Business Contracts, Theory and Practice in Language Studies https://www.researchgate.net/publication/276020119_A_Brief_Analysis_on_the_Styli stic_Features_of_English_for_Business_Contracts

5 Kozlovska (2012), A Linguistic Peculiarities of Contracts’ Translation, Ukainian Acadamy of Baking of National Bank of Ukraine, Sumy.

6 Le Thi Soan Duong (2018) The syntactic and semantic features of English expressions containing the verb "take" and "bring" and their Vietnamese equivalents.

Hanoi Open University https://123docz.net/document/5216688-the-syntactic-and- sematic-features-of-english-expressions-containing-the-verb-take-and-bring-and-their- vietnamese-equivalents.htm

7 Ngo Pham Kim Anh (2016) A study on linguistic features of linking words in

International Sale Contracts The University of Danang, Danang.

8 Nguyen Thi Phu (2013) A Discourse Analysis of The Language of

International Business Contracts in English Written by Vietnamese Authors The

9 Petra Dámová (2007) The Language of Law- A Stylistic Analysis with a Focus on Lexical (Binomial) Expressions Masaryk University In Brno.

10 Puqing Shi (2022) On the linguistic Features of Business Contracts School of Foreign Language, China University of Petroleum (Beijing), Beijing, China.

11 Ruslana LUTSIV (2015), Svitlana Sabat Lexical Features Of English For

Business Contracts Ivan Franko National University of Lviv

1 Business Law (6 th edition) (2013): MC Kuchhal and Vivek Kuchhal (Vikas Publishing House, Noida)

2 Carven, J.C et al.(1985) A Guide to Business Law in N.S.W New South Wales: Law Research Publications.

3 Clarence Degrand Ashley (2015) The Law of Contracts Palala Press

4 Crystal, D & Davy, D (1969) Investigating English Style London: Longman Group Limited.

5 Dong Qiming English Stylistics: A New Course Book – Beijing: ForeignLanguage Teaching and Research Press, 2008 – 235 p.

6 Egbert Fortuin & Hetty Geerdink- Verkoren (2019) Universal Semantic

Syntax Cambridge: Cambridge University Press.

7 Garner B A The Elements of Legal Style – Oxford: Oxford University Press,

8 Gibbons, J (2003) Forensic Linguistics Oxford: Blackwell Publishing Ltd.

9 Hiltunen, R (1990) Chapters on Legal English: Aspects Past and Present of the Language of the Law Helsinki: Suomalainen

10 Indian Contract Act (12 th edition) (2014): RK Bangia (Allahabad Law Agency, Faridabad)

11 Indian Contract Act (12th edition) (2022): Avtar Singh (Eastern Law Agency, Noida)

12 Li, L (2006) First Discussion about the Lexical Teaching of Business English. Beijing: China Science and Technology Information.

13 Tiersma P M Legal Language – Chicago: The University of Chicago Press,

14 Robert Kelham (1978) Dictionary of the Norman or Old French Language. Facsimile of 1779 ed edition (1 April 1978)

15 Widdowson H G Explorations in Applied Linguistics – Oxford: Oxford University Press, 1979 – 273 p.

1 The Nawash Law Office Retrieved April 25, 2023 from: https://www.nawashlaw.com/practice-areas.php?id 5

2 OXFORD LEGAL Retrieved April 25, 2023 from: http://www.oxfordlegal.com/business-law-legal-definition-contract/

3 FindLaw's team (June 20, 2016) Retrieved April 25, 2023 from: https://www.findlaw.com/hirealawyer/choosing-the-right-lawyer/contracts-law.html

4 Arnold I V - The English Word (1986), StudFiles Retrieved April 25, 2023 from: https://studfile.net/preview/3066939/page:56/

5 Purchase and Sale Agreement Retrieved April 25, 2023 from: https://www.sec.gov/Archives/edgar/data/1116377/000117571007000070/ napcuswedellpsa.htm

6 Consulting Services Agreement https://www.sec.gov/Archives/edgar/data/1487198/000155335014000845/ aspu_ex10z24.htm

7 Agreement Of Sale And Purchase https://www.sec.gov/Archives/edgar/data/719733/000119312507001991/dex101.htm

8 https://www.carven.com/en/cgv

9 https://sites.google.com/site/exportvietnam/documentations/ contractforthepurchaseofrica

10 https://contracts.onecle.com/jinkosolar/die-solar-sales-2010-01-05.shtml

11 https://www.studocu.com/vn/document/dai-hoc-kinh-te-quoc-dan/kinh-doanh- quoc-te/sample-international-contract-for-sale-of-goods-en/31787794

12 https://contracts.onecle.com/apollo-drilling/mex-tex-drilling-2006-11-10.shtml

13 https://contracts.onecle.com/big-sky-energy/kazahkstan-exploration-2003-02- 17.shtml

14 https://contracts.onecle.com/big-sky-energy/precaspiburneft-drilling-2004-08- 16.shtml

15 https://contracts.onecle.com/big-sky-energy/kazahkstan-exploration-2003-02- 17.shtml

16 https://contracts.onecle.com/big-sky-energy/kazakhstan-dauletaly-exploration- 2003-02-17.shtml

17 https://contracts.onecle.com/bayard-drilling/drilling.shtml

18 https://contracts.onecle.com/big-sky-energy/sun-drilling-2005-05-06.shtml

19 https://contracts.onecle.com/big-sky-energy/kazakhstan-morskoye-drilling- 2003-02-17.shtml

20 https://contracts.onecle.com/bayard-drilling/drilling.shtml

21 https://contracts.onecle.com/harken/parker.svc.1997.07.22.shtml

22 https://contracts.onecle.com/time-warner/advance.master.2002.08.01.shtml

Ngày đăng: 21/08/2023, 21:53

TÀI LIỆU CÙNG NGƯỜI DÙNG

TÀI LIỆU LIÊN QUAN

w