International Legal English Second edition A course for classroom or self-study use TRU~G TA.M THONG TIN THU VI~NI' TRUONG £)AI HOC LU~T HA NOI PHONG MUON' , Amy Krois-Lindner and TransLegal® CAMBRIDGE ~0 UNIVERSITY PRESS Introduction Who is ILE for? International Legal English Second edition (lLE) is an upper-intermediate to advanced-level course for learners who need to be able to use English in.the legal profession The course is intended for law students and practising lawyers alike The book has been written to prepare candidates for the International Legal English Certificate (ILEG) examination developed by Cambridge ESOL and TransLegal, but it can also be used effectively in legal English courses of all kinds ILE is suitable for both self-study and classroom use What kind of legal English does it deal with? Since the vast majority of practising lawyers in the world deal with commercial law, ILE focuses on the use of English for this purpose Within the field of commercial law, a number of important topics (such as company law, contract law, intellectual property, real property law, employment law and sale of goods, to name a few) have been selected as the legal subject matter of the units Particular emphasis is placed on the areas of company law and contracts - with three units dedicated to each - as the majority of commercial lawyers practise in these areas The authors of ILE are well aware that most students using the book need to be able to provide advice regarding their own legal system in English as opposed to mastering US or UK legal concepts Thus, while the legal concepts introduced in this book are those found in the legal systems of the UK and the USA, it also includes texts about legal matters in other countries and legal systems It is important to emphasise that nearly all of the legal concepts covered are found in legal systems and jurisdictions the world over Since many of the tasks encourage you to compare aspects of the law in your own jurisdiction with those presented in the book, an international perspective is fostered This second edition includes a new unit called Transnational commercial law, as this term has increasingly been accepted by the legal community It is an area of law which focuses on the complex issues that international business lawyers deal with in English on a daily basis Each unit begins with a reading text which provides you with an overview of the topic area in question These overview texts introduce crucial legal concepts while presenting a variety of relevant vocabulary in the topic area The main concepts covered in this text appear in bold, meaning that they appear in the Glossary booklet In the main body of each unit, there are various types of authentic text material of the kind commonly encountered by practising lawyers in their work These texts, both written and spoken, are accompanied by a wide range of tasks, all designed to build the core skills of reading, writing, listening and speaking At the end of each unit, there is a link to an online task which is intended to improve your online legal English research skills Each of the 16 tasks presents an authentic language problem that a commercial lawyer may encounter while at work You are then shown a research strategy, using the Internet, that leads you to a solution to the problem The final part of each unit is the Language focus section, which contains exercises on the vocabulary and language topics covered in the unit This section offers an opportunity to consolidate the language work done in the unit_ Interspersed at intervals through the book, there are six legal case studies based on actual cases, featuring text material of the kind lawyers need to consult when preparing a case This edition includes three new case studies which have an international focus The purpose of these case studies is to provide an opportunity to apply the language skills developed in the main units to authentic communicative tasks Following the main units, there is an Exam focus section, which explains what kinds of task appear in the ILEC exam (See How does the course help you to prepare for ILEe? on the next page.) At the back of the book, you will find the Audio transcripts of all the listening exercises, as well as the Answer key to the exercises There is also an index to help you find your way around the book and a separate Glossary booklet containing all the legal terms which appear in bold in the units What are the aims of the course? o To improve your ability to write common legal text types in law vs language It is important to bear in mind that ILE is intended to help law students and lawyers learn English in a legal context and to prepare for the ILEC exam Therefore, ILE should only be used for the purpose of learning legal English and should not be relied upon for legal advice or assistance in the practice of law How is ILE organised? English, such as letters or memoranda o To improve your ability to read and understand legal texts, o o ILE consists of 16 units Unit gives you an introduction to basic legal concepts in English, with a focus on general aspects of the legal system as well as specific matters connected with a career in the law Units 2-16 each deal with a different area of commercial law ~ o o such as legal periodicals, commercial legislation, legal correspondence and other commercial-law documents To increase your comprehension of spoken English when it is used to speak about legal topics in meetings, presentations, interviews, discuSsions, etc To strengthen your speaking skills and to enable you to engage more effectively in a range of speaking situations typical of legal practice, such as client interviews, discussions with colleagues and contract negotiations To familiarise you with the kinds of task you will encounter in the ILEC examination and improve your performance on these tasks To introduce you to some of the language-related aspects of the work of a comm6rciallawyer How does the course achieve aims? To achieve these aims, the course focuses on several aspects of legal English at the same time These aspects include 1) the analysis and production of authentic legal texts, 2) language functions common to legal texts, and 3) vocabulary learning that goes beyond mere terminology acquisition, and which takes larger chunks of language into account The written and spoken texts in each unit have been chosen to represent a wide range of text types in use in legal contexts These include texts which lawyers have to produce, read or listen to, such as letters of advice, proposals, client interviews or presentations In each unit, the typical structure of a text type is analysed and the text type broken down into its constituent parts You are encouraged to identify these parts, and to recognise the language functions typically used in each of these parts of a text (The term 'language function' refers to phrases which express a specific meaning in a text; for example, the language function of 'suggesting' can be expressed with phrases like I'd recommend or Why don't you ?) The result is a kind of template of a common legal text type Equipped with this template and with useful language functions, you are then given the opportunity to produce such a text, for example by writing a letter or email, by taking part in a role-play interview, or by discussing a legal issue While a selection of legal terminology in each legal topic area is presented in every unit, mastering legal English requires more than simply improving your knowledge of speCialised vocabulary For this reason, every unit includes exercises that focus on larger chunks of language, common phrases and word combinations that are not specialised legal terms, but which are necessary for successful communication What is the ILEC exam? The International Legal English Certificate Examination (ILEC) is the world's first and only internationally recognised test of legal English ILEC has been developed to test the ability of lawyers to use English for professional purposes It is a test of language, and not a test of legal knowledge The examination is a product of the collaboration of TransLegal, Europe's leading firm of lawyer-linguists, and Cambridge ESOL, producer of the world's leading certificates in English The ILEC examination is primarily intended for law students and young lawyers at the beginning of their legal careers It provides legal employers with an accurate means of assessing the legal English skills of job applicants, while offering law students and young lawyers a means of proving their legal English skills to prospective employers The ILEC certificate is recognised by leading law firms, university law faculties, language centres, lawyer associati0l)s and government employers For more information about the ILEC exam, viSit www.legalenglishtest.org For more information about TransLegal, visit www.translegal.com How does the course help you to prepare for ILEC? ILE offers thorough and systematic preparation for the ILEC exam The topic areas in commercial law featured in the units are all topic areas to be found in the ILEe exam Thus you are given the opportunity to become familiar with important subject-specific vocabulary As the texts in the book represent the kinds of text that are found in the exam, you will be well prepared to deal with the texts in the actual exam Furthermore, since some of the exercises in the book are modelled on the tasks found in the ILEC exam, you can become familiar with these tasks Beyond this, all of the exercises in the book are intended to strengthen the fundamental language skills you need to succeed in the exam The Exam focus section of the book is specifically intended to prepare you for the exam This section covers each of the four parts of the ILEC examination Reading, Listening, Writing and Speaking - and introduces the individual exam tasks in detail An example of each task is provided, along with a complete explanation of what the candidate is expected to do, what skills the task in question is designed to test, as well as what the candidate should bear in mind while worldng on each task These tips are intended to help you avoid common pitfalls and improve your performance in the exam Finally, this second edition includes a new ILEC practice test The practice test which appeared in the first edition can be found online at www.cambridge.orgleltjile2 These sample papers offer you the opportunity to test your legal English skills and to prepare for the exam by simulating the test experience How can ILE be used for seLf-study? If you are using the book for self-study how you proceed through the book will depend on your goals and the amount of time and effort you wish to devote to the study of legal English If you wish to improve your command of legal English for general work or study-related purposes and are willing to devote several weeks of concentrated study to the task, it is recommended that you proceed through the book from beginning to end However, if you are planning to take the ILEC examination and would like to improve your legal English more quickly, you should work through the Exam focus section first in order to get an idea of the requirements of the exam You can then consult the contents grid on pages v-vii to locate the topics, tasks and skills you need to work on Whatever your goals might be, bear in mind that the Glossary booklet and the Answer key are provided to help make your self study easier Note that sample answers for all of the writing tasks are provided and that legal terms found in the Glossary booklet appear in bold throughout the book Naturally, the speaking tasks will be more difficult to carry out when you are working through the course on your own However, when given the task of preparing a presentation, it is a good idea -to prepare and to hold the presentation You may be able to find an audience to listen to you and offer constructive criticism If possible, record yourself giving the presentation and listen back to it, noting areas for improvement Discussion activities and role plays pose an even greater challenge when you are working on the course on your own However, you should not miss them out altogether Look at the discussion activity and decide what you would say in this discussion Say your ideas aloud Then try to think what an opposing view might be and say this aloud as well Pay close attention when listening to the discussions on the CD to how people offer opinions, agree and disagree Practise these phrases aloud Of course the ideal solution is to ask a friend or colleague to discuss these questions with you Above all enjoy using ILE! About the authors TransLegal@) www.translegal.com TransLegal is Europe's leading firm of lawyer-linguists, providing the legal community with: o o o o o o o online legal English courses; online legal English testing; online legal English dictionary; online legal language resources; live legal English courses and seminars; translations of legal and commercial documents; legal language consultancy services Amy Krois-Lindner Amy Krois-Lindner has taught language competence at the English Department of the University of Vienna for many years She teaches English for Special Purposes and academic writing and is also a teacher-trainer In addition, she has played a role in the development of a departmental ESP module with certification and has been involved in the curriculum development of several ESP courses at the Vienna University of Applied Sciences and the Vienna University ofTechnology TransLegal has collaborated with Cambridge ESOL, a division of the University of cambridge, in the development of the Cambridge ILEC examination, the world's only internationally recognised test of legal English For more information about TransLegal and for online legal language resources, visit www.translegal.com Author acknowledgements Robert N Houser (Contributing Author and lawyer-Linguist, Translegal) I would like to extend my gratitude to all my colleagues at TransLegal who have assisted in many ways in writing this second edition and the first edition Particular thanks are due to Peter Dahlen and Randy Sklaver for authoring material for the Intellectual property unit, and Robin Bernstein and William Yeago, whose valuable insights and dedication over many years are a part of this book I would also like to thank Michael Lindner and the other partners at TransLegal for giving me the opportunity to work with cambridge University Press on this most fulfilling project Finally, my warmest appreciation to Helena, Lukas and Liv Houser for their patience, understanding and generous love during my work on both editions of this book Publisher'S acknowledgements The authors and publishers would like to thank the teachers whose comments have helped in the development of this new edition: Jeremy Day, Matt Firth, Maria Lombardi, Andrew Nathan, Sarah Porch and Alison Wiebalck The authors and publishers would also like to thank once again the teachers whose comments helped shape the first edition: Dorthe G.A Engelhardt, Monica Hoogstad, Michael Thompson, Jill Northcutt and caroline Hare; Melissa Good, who provided guidance on the law content of the book throughout the project; Craig Duncan, who reviewed the online tasks at their initial stages; and Matt Firth and John Kokko for their tremendous work on the online tasks Amy Krois-Lindner I would like to thank our editor, caroline Thiriau, for her excellent support and sound advice, and for keeping us all organised I would also like to thank our editor on the first edition of this book, Clare Sheridan, for her expert guidance, for helping to keep the whole project on track, for communicating so well, and for motivating all of us Thanks are due to editor catriona Watson-Brown for her excellent work I am also grateful to Annie Broadhead and Joanna Kosta for their valuable assistance with the Exam focus section, and to Joanne Robinson for working hard to obtain permiSSion for the texts used in the book Many thanks are due to my children, Fabio, Linus and Chiara, and to Martin Bruno for his love and unfailing support This new edition is dedicated to June Lindner and to the loving memory of George Lindner, my personal proofreader and coach on the first edition Contents I Unit The praetice of law page Rf!ading listening Writing and Speaking A Bodies of law B The adversarial and inquisitorial systems C Types of law D Types of court A Documents in court B Lawyers C Legal education D Law-firm structure E Practice areas F Law-firm culture Speaking A Explaining what a law says B Civll-court systems C Legal education o Describing a law firm : E Persons in court F Legallatin Unit Company law: company formation and management page 20 A Company formation A Introduction to company law B Forming a business in the UK B A memorandum of association C Russian entity formation D Corporate governance : Writing A letter of advice Speaking An informal presentation: a type of company Language Key terms: Roles in company management Language use: Shall and may Text analysis: A letter of advice Unit language focus page 32 Unit Company law: capitalisation page 34 I A Introduction to company capitalisation B Shareholders and supervisory boards C New legislation - share capiIaI development in A A rights issue B Plain language Writing Summarising Key terms: Shares Language use A: Contrasting Speaking Paraphrasing and expressing opinions Language use B: Common information collocations (verb plus noun) Text analysis: Understanding legalese BuIB:Iria I Unit language focus page 46 Unit Company law: fundamental changes In a company page 48 A Introduction to changes in companies B SpilHlffS C The minutes of a meeting D Shareholder rights A Explaining legal aspects of an acquisition B A checklist Writing Standard phrases for opening and closing letters and emaifs Speaking Presenting a spin-off Unit language focus page 60 Key terms: Opposing concepts In company law Text analysis: Beginning a I: presentation Language use A: Explaining a procedure Language use B: Collocations Case study 1: Company law page 62 Unit Cotrtraets: contraet formation page 64 A Introduction to contract formation BAcovenant C Adapting a contract template A Negotiating B Contract negotiation Writing A An informative memo B Adapting a contract template Speaking A Paraphrasing clauses B Negotiating an agreement Key terms: Defences to contract formation Text analysis: Understanding contracts Language use A: Giving emphasis Language use B: Negotiating expressions Language use C: Adverbs Unit Language focus page 76 Unit Contraets: remedies page 78 A Introduction to contract remedies B Liquidated damages C UndefStanding contract clauses D Types of breach i Unit Language focus page 90 Case study 2: Environmental law page 92 A A Danish remedy B Remedies Writing Follow-up correspondence to a client Speaking A Contract remedies B Interviewing a client Key terms: Types of damages Language use A: Talking about court actions and rulings Language use B: Using o repetition to aid understanding Text analysis: Initial interview with a client I , - i Reading Listening IWriting a~d ~nguage Speaking A Introduction to contract assignation B Understanding contract cia uses C A follow-up email D A closing argument E Keeping informed Unit Contracts: assignment and third-party rights : page 94 A Preparing a lawsuit and developing an argument B A closing argument I Writing A memo giving advice Speaking A Explaining third-party rights B Emphatic stress C Discussing and evaluating sources of information I Key terms: Contracts Language use A: Nouns ending in -or and -ee Language use B: Verb + -jng form Text analysis: Persuasive writing and speaking 10 Language use C: Phrases referring to evidence 10 Language use D: Informal style o Unit Language focus page 106 Unit Employment law page 108 A Introduction to employment law B A sex-discrimination case C A justified dismissal , D Unfair dismissal A An employment tribunal claim B Liability risks Writing A Attachments and fomnality B Advising on advantages and disadvantages in an email o o Key terms: Employment Language use A: Expressing an opinion, agreeing and disagreeing Language use B: Participle clauses with -jog Speaking Agreeing and disagreeing I Unit Language focus page 120 A Introduction to sale of goods legislation B Retention of title Unit Sale of goods page 122 A Legal writing seminar on drafting clauses B A case brief Writing and Speaking Presenting a case brief Key terms: Sale of goods Language use A: Terms and conditions of sale o Text analysis: Acase brief Language use B: Talking about corresponding laws and institutions Unit Language focus page 132 Case study 3: Contract law page 134 A Introduction to property law B A law firm's practice areas C Understanding a lease or tenancy agreement D A case review E A reference email Unit 10 Real property law page 136 A Easements B Buying a house in Spain Writing A Describing a firm's practice areas B Summarising and requesting Speaking A An aspect of real property law B A case discussion i o Key terms: Pa rties referred to in real property law Language use A: Contrasting ideas Language use B: Classifying and distinguishing types or categories o Language use C: Giving a presentation - structuring and signalling transitions Unit 10 Language focus page 148 A Introduction to intellectual property B The State Street case C Business method Unit 11 Intellectual property , page 150 A Training of junior lawyers B Discussing issues copyright and fair use I D Trade-mark patents statutes Writing Notes for a case brief Writing and Speaking Paraphrasing in plain language i Speaking i i Unit 11' "nn ""'" focus page 162 Case study 4: Intellectual property law page 164 Phrases for discussions o o Key terms: Intellectual property Text analysis: Discourse markers as sentence openers i Reading Unit 12 Negotiable instruments page 166 A Introeuction to negotiable instruments B A promissory note C Legislation governing electronic negotiable instruments I - Listening Writing and Speaking language A Drafting a promissory note B Advice from a senior partner Writing A Summarising requirements B Providing advice and ma king suggestions Key terms: Negotiable • instruments Language use: Making suggestions and recommendations Speaking A Describing the legal situation: usury B Explaining ideas to a client Unit 12 language focus page 176 A Introduction to secured transactions Secured transactions B A security agreement C A seminar on revised page 178 legislation o An internal email E An unsettled area of the law Unit 13 A Creating a security interest B Intellectual property in secured transactions Key terms: Comparing and Writing A pOlite refusal contrasting concepts Language use A: Anticipating Speaking Requesting and presenting information events and planning contingencies Text analysis: Formality / Adverb-verb collocations Language use B: Requesting information Unit 13 language focus page 190 Unit 14 Debtor-creditor page 192 I A Introduction to debtor-creditor B Statutes governing attachment C A career as an insolvency practitioner o Job opportunities in insolvency E Making a case A Protecting assets from judicial liens B Ajob interview Key terms: Types of lien Text analysis: A covering letter Writing A A covering letter B A thank-you note Speaking A Discussing insolvency work B A job interview C Discussion on restructu ring , I I ! Unit 14 language focus page 204 Case study 5: Transnationa l inso veney aw page 206 Unit 15 Competition law page 208 A Introduction to competition law B Anti-competitive activities and antitrust measures C A cartel case in China o Report on changes in merger regulation A Advising on competition law risks B Merger control Writing A Using passive constructions B A proposal C An informative email Key terms: Anti-competitive activity Language use: Warning a client of risks Text analysis: A proposal Speaking Giving opinions: a competition-law case Unit 15 language focus page 220 Unit 16 Transnational commercial law page 222 A Introduction to transnational commercial law B Conflict of laws in private international law C An article from the CMR A Drafting arbitration clauses B A cross-border dispute Writing A Planning the contents and structure of a letter B Textual transformation Speaking A short presentation Unit 16 language focus page 232 Case study 6: Transnational commercial law page 234 Exam focus page 236 ILEC practice test page 258 Audio transcripts page 278 Role cards page 301 Answer key page 303 Index page 331 Acknowledgements page 336 Key terms: Terms from transnational commercial law Text analysis: Cohesion : The practice of law PART I: THE LEGAL SYSTEM Reading A: Bodies of law " ~ 1.1 Read the excerpts below from the course catalogue of a British university's summer-school programme in law and answer these questions Who is each course intended for? Which course deals with common law? Which course studies the history of European law? A B LAW 121: Introduction to English law LAW 221: Introduction to civil law This course provides a general overview of English law and the common-law system The course will look at the sources of law and the law-making process, as well as at the justice system in England Students will be introduced to selected areas of English law, such as criminal law, contract law and the law of torts The relationship between the English common law and EC law will also be covered More individuals in the world solve their legal problems in the framework of what is called the civil-law system than in the Anglo-Saxon case-law system This course will introduce students to the legal systems of Westem Europe that have most influenced the civil-law legal systems in the world It aims to give students an insight into a system based on the superiority of written law The course will cover the application and development of Roman law in Europe to the making of national codes all over the world The course is designed for those international students who will be studying at English universi ties later in the academic year Other students with an interest in the subject are also welcome to attend, as the contact points between English law and civil law are numerous The seminars and all course materials are in English The course is intended to prepare students wh are going to study in a European university for th different approaches to law that they are likely to face in their year abroad 1.2 Match these bodies of law (1-3) with their definitions (a-c) civil law common law criminal law a area of the law which deals with crimes and their punishments, including fines and/or imprisonment (also penal law) b 1) legal system developed from Roman codified law, established by a state for its regulation; 2) area of the law concerned with non-criminal matters, rights and remedies c legal system which is the foundation of the legal systems of most of the English-speaking countries of the world, based on customs, usage and court decisions (also case law, judge-made law) 1.3 Complete the text on the next page contrasting civil law, common law and criminal law using the words in the box based on bound by codified custom disputes non-criminal precedents provisions rulings legislation presented by lawyers who have worked on deals in the jurisdictions involved In this way, our lawyers would be better able to serve our international clients Offer language training: The common language of our international clients and the companies with which they business is English By supplying instruction in English, our lawyers will be better equipped to provide legal advice worldwide If we wish to be at the forefront of international transactions, investment in ongoing training such as this is essential The advantages to us, as outlined above, would be considerable I look forward to discussing these proposed changes with you Yours sincerely Liam Bengts50n (228 words (not including opening and closing phrases)) Listening Partl lB 2A 3B 4C 5A 6B Part 7C B B 10 C 11 A Part 12 August 13 regulatory framework 14 workshop 15 data protection 16 electronic signature(s) 17 domain name 18 outsourcing 19 distance selling 20 (£)360 Part 21 22 C 23 F 24 E 25 A 26 C 27 B 28 F 29 A 30 E ILEC practice test Test of Reading Part lC 2B 3A 4C 50 60 7B 80 9A 10C 11B 12A Part 13 THEM 14 OF 15 SO/SUCH 16 AS 17 HOWEVER 18 WHICH 19 UNLESS 20 WITH 21 WHERE 22 A 23 ARE 24 WHETHER Part 25 BINDING 26 BASIS 27 EXPERTISE 28 PRECISION 29 UNNECESSARILY 30 FRAUDULENT 311MPROPERLY 32 MINIMISE/MINIMIZE 33 ENACTED 34 SPECIFICALLY 35 REQUIREMENTS 36 EXEMPTION Part MA ~C đA ~B ~D ôF ~A %G ~E ~B Part GC WD MA ~D ~C MB ~D Part ~C Test of Writing Part Suggested answer Dear Mr Shelton Thank you for your letter regarding your role in setting up the data room on the Oxcel website and your subsequent suspension Firstly, you claim that you were not informed of the change of date on which the data room was to be made available on the website However, the minutes of the meeting on 1st May, at which you were present, record the new date being given Secondly, the information which you made available to potential purchasers in Stage of the data room, does include information which was only to be given to potential purchases who were shortJisted to go on to Stage There is documented proof of this Thirdly, it is only possible to find the non-disclosure agreement, which should have been easily accessible to potential purchasers, by clicking on several links which are not clearly signposted I propose that we meet before the end of this month in order to further discuss your position Please suggest a date convenient to you between the 15th and 30th of this month Yours sincerely (174 words) Part Suggested answer To: Max Grunseld Karen Hunter, From: 23 November Date: Subject: Fulcher's The purpose of this memorandum is to familiarise you with the Fulcher's case, which I am handing over to you The background to the case is as follows In December, Fulcher'S took delivery of a large furniture order from a supplier they have used for ten years However, the delivery contained approximately 30% damaged items, mainly chairs and tables This order had been made to stock stores prior to Fulcher's main trading period, the January sales The supplier was unable to replace the damaged goods in time for this critical period This resulted in a 15% reduction in estimated profits for Fulcher's for January It also meant that customers normally loyal to Fulcher's, who were unable to buy the goods they needed, may have gone to competitors We need to advise Fulcher's of the possible remedies If it can be shown that Fulcher's lost long-standing customers, we may be able to recover consequential damages but this is difficult to prove in the case of a retailer and its customers However, there has been a breach of contract, and Fulcher's will be entitled to restitution damages to compensate for the reduction in projected profrts Fulcher's will need to provide us with monthly sales and profits figures for the last fIVe years and projected sales and profits for the January in question Depending on the scale of estimated loss of profrts, the client should be able to claim proportional compensation However, it is unlikely that any other compensation would be awarded (249 words) Test of Listening lA 28 3C 4C 58 6A 7A BC 98 lOA 118 12 banker 13 private equity 14 creditors 15 cross border 16 antitrust 17 15th May 18 academics 19 $1,445 20 Global media 21A 220 23 F 24 E 25C 26E 27 B 280 29A 30 F Index A ACAS see Advisory Conciliation and Arbitration Service acceleration clauses 65-6 acceptance contract 64 goods 122 acquired / acquirer / acquiring companies 49 acquisition, of shares 48, 50 Act, collocations with 172-83 actual damages 79 ad hoc (Latin) 14 adjective/adverb choices 149 adjective formation, using prefixes dis-jin-jnon-jun-163 in-jir-jil-jab-jun- 46 in-jnon-jun- 120 advantages and disadvantages indicating 118-19 adverbial clauses 116 adverbs adverb-verb collocations 184, 191 formation of 176 adversarial systems advertisements for job vacancies 198 for seminar 183 advice anticipatory breach 88-9 business-method patents 155 competition-law risks 212-13 memo giving 102 from senior partner 173-4 shareholder rights 57-9 signalling phrases 30-1 suggestions and recommendations 174-5 Advisory Conciliation and Arbitration Service (ACAS) 116-17 advocates 12, 15 affidavits 13 aggravated damages 112 AGM see annual general meeting agreeing/ disagreeing 113-14 alienability 166 annual general meeting (AGM) 20 annual shareholders' meeting 38 answers 13 anti-competitive activities 208, 209-11 anticipating events 181 anticipatory breach 88 antitrust measures 208, 209-11 antonyms, formation of 61, 77 apparent authority 122 appeals court see appellate court appellants 12 appellate court 11 arbitration 109, 116-18 clauses, drafting 227-8 archaic language 41-2 see a/so Latin, legal arguments case, making 202-3 closing 100-1, 102 developing 97-8 emphatic stress, using 102-3 articles of association 20 articles of incorporation 22 asset protection 195 assets 49 assignment clauses 65-6 versus novation 95 refusal of consent to 96-7 of rights 64 see a/so contract assignment assignor / assignee 64, 95 associates 17 attachment of security interest 179 statutes governing 193-4 attachment liens 192, 193-4 attorneys 9, 15 auditors 21 authorised share capital 34 B bailiffs 12 balance sheets 21 Bankruptcy Code, US 202 Bar, the 16 bar association 16 bar examination 16 barriers to entry 208 barristers 15 'battle of forms' cases 134 beneficiaries 178 'benefit of the bargain' damages 78, 79 bills 10 bills of exchange 167 blogs 103-5 board meetings 33 board of directors 20,23-4,26,28, 29,56-7 bona-fide purchaser for value 166 bonus payments 21 book debts 287 boutique firms 19 breach, types of 82,88-9 breach of contract 78 breach of warranty 123 briefs 13 business-method patents 154-5 by-laws / bylaws 22 ( Ccorporations 22, 25 capital contributions, and company types 23 capital structure 48 capitalisation of corporation 42 capitalisation, company 21 definition of 34 introduction to 34-5 rights issues 35, 37 shareholders and supervisory boards 37-9 careers, in law 15-19, 196 Carriage of Goods by Road (CMR) (UN convention) 230 cartels 208, 215-16 case, making 202-3 case briefs 154 brief overview 127 presenting 129 shrink-wrap contracts 127 structure of 128 case law case review (quiet enjoyment) 143-4 categories, language for 138 certificate of deposit 166 certificate of incorporation 20, 48 chambers, barristers' 15 charges see fixed charges; floating charges chattels 35, 122 178 checklists using 53-4, 72 cheques 166 civil-court systems 11 civil law 8-9 claimants 12 classifying, language for 138 clerks 12 client interviews, structure of 84-6 cohesion, in texts 227, 233 collateral 21, 179, 180 181 182, 188, 193 collective bargaining 109 collocations adverb-verb 184, 191 competition law 220-1 three-word fixed phrases 61 verb-clause 90-1 verb-noun 33,39-40,57.76,90-1, 149,162 commercial leases 136 common law 8-9, 49 Community Trade Mark (CTM), renewal of 157 Companies Act (UK,1985) 27 Companies House 48 company, definition of 20 company accounts 21, 23 company changes acquisition, explaining 50 checklists, using 53-4 company law, opposing concepts in 49 introduction to 48-9 spin-offs 51-3 company formation entity formation, in Russia 26-7 Index ~ key terms 20 memorandum of association 23-4 company health 20 company law capitalisation, company 34-47 case study 62-3 changes, company 48-61 formation, company 20-33 introduction to 20-1 management, roles in 21-2 company secretaries 21 company types 22-3 comparing advantages/disadvantages 118-19 company types 25-6 laws and institutions 131 secured transactions 179 competency statements 138-9 competition law anti-competitive activities 208, 209-11 cartel case, in China 215-16 competition-law risks, warning about 212-13 introduction to 208-9 merger control 48, 49, 208, 209, 216-18 risks, advising on 212 complaints 13 Complete Environmental Reimbursement and Uability Act 93 compulsory winding-up 48, 49 conclusion, drawing 31 confer 94 confidentiality clauses 65-6 conflict of laws 222 see a/so legal disputes conflict resolution 38 conflicts of interest 21 conjunctions 227 consensual liens 192 consensual security interests 179 consequential damages 78, 79 consideration clauses 64,65-6 consolidations 48 constitutional amendments 48 continuing education and training, importance of 182, 185 contract assignment argument, closing 100-1, 102 contract clauses, understanding 96-7 contracts, key terms 95 follow-up email 98 introduction to 94-5 lawsuit, preparing 97-8 third-party rights, explaining 96, 104-5 contract clauses, types of 65-6, 83 contract drafting 124-5 contract expressions 133 contract formation clauses, paraphrasing 68 contract clauses 65-6 contract forms 65, 66-8 defences to 65 introduction to 64 negotiation 68-9 sale of goods 122 contract forms liquidated da mages 80-1 ~ non-competition agreement 66-8 contract law, case study 134-5 contract negotiation see negotiation Contract of Sale 136 contract remedies breach, types of 82,88-9 client interviews, structure of 84-6 contract clauses, understanding 83 court actions/rulings, talking about 81 damages, types of 79 follow-up correspondence 86-7 introduction to 78-9 liquidated damages, contract form 80-1 options available 83-4 contractions (I'm, I've, don't, won't, can't, etc.) 184 contrasting company types 25 oppOsing concepts 36, 49, 137 secured transactions 179 see also comparing conveyance 136 copyrights 150, 160, 162 see a/so intellectual property rights Copyrights Act of Bloomland 165 corporate governance, legal disputes 28-31 corporate opportunity 63 corporate veil 20 counsel 15 counsellors 15 counter offers 64 course catalogue course of dealing 223 court actions/rulings, language of 81 court documents 12-13 court holding, vocabulary for 163 court of appeal see appellate court court of first instance see lower court court persons 12 court types 10-11 covenants 66-8 creditors 48, 140, 179, 182, 186, 193,204 criminal law 8-9 cross-border disputes 228-9 crown court 11 CTM see Community Trade Mark custom and usage 223 cybersquatting 151 o damages aggravated 112 introduction to 78-9 liquidated 79,80-1,83 date of employment 108 DBA filing 22 de facto (Latin) 14 debentures 35, 167 debtor-creditor asset protection 195 attachment, statutes governing 193-4 introduction 192-3 judicial liens, protecting assets from 195 liens, types of 192-3 debtors 179 default 79, 180 default interest 177 defendants 12 delegation of duties 64 delegators 95 delivery goods 122 negotiable documents 166 design rights 150 directives 10 directors, duties of 20, 21, 63 disability 108 disbar 15 discharge (verb) 95 disclaimer expressions 133 disclaimer of warranties 122, 123, 133 discourse markers conclusion, drawing 31 contrasting 156 emphasising 156 example, giving 156 expanding on a point formal style 191 referring to past 156 sentence openers 156 sequence, establishing summarising discrimination, workplace 110 see also sex discrimination discriminatory dismissal 108, 109 discussions, phrases for adding a point 160 clarification, asking for 160 clarifying the issue 160 interruption, continuing after 160 reservations, expressing 160 restating your point 160 tum keeping 160 dividends 34 documents, in court 12 -13 domestic law 222 dominant position, abuse of 209 draft (lIerb) 13 drawer/drawee 167, 168, 175 due date 177 duress 64 duties 94 duty of care 21 E e-commerce negotiable instruments 166-7 transferable records 177 e-signatures 175 easements 138-9 ECMR see European Community Merger Regulation economic efficiency 208 EGM see extraordinary general meeting emails advantages and disadvantages, advising on 118-19 attachments, and formality 111-12, 120 merger pre-notification process 218 opening and closing phrases 59 reference 146 seminar advertisement 183 emphasis, giving 69, 102-3 employment, key terms 109 employment law arbitration, advising on by email 118-19 employment, termination of 108 employment terms and conditions 108 introduction to 108-9 justified dismissal 114-15 liability risks 113 unfair dismissal 108, 116-18 verbs, use of 121 Employment Rights Act (UK, 1996) 108, 120 employment tribunals 109 andACAS 117 employment tribunal claim 110 sex-discrimination case 112 endorsement 166 enforceable contracts 64 enforceable rights 94 entire agreement clauses 65-6 entry of appearance 110-11 environmental law, case study 92-3 et alii (et al.) (latin) 14 et cetera (etc.) (latin) 14 EU see European Union European Community Merger Regulation (ECMR) changes, report on 217-18 European Union 222 evidence, phrases referring to 103 exclusions, contract 123 exclusive possession 136 exclusive rights (trade marks) 150 execution liens 192 exemplary damages see punitive damages exempli gratia (e.g_) (latin) 14 expectation damages 78, 79 expert witnesses 12 express contracts 64 express warranties 122, 123 extraordinary general meeting 20 extraordinary general meeting (EGM) 55-6 F fair use see right of fair use fiduciary duty 21 file (verb) 13, 33 first-in-time rules 192 fitness for purpose 122 fixed charges 35,178, 186-7 floating charges 35, 178, 186-7 flow of information 38 force-majeure clauses 65-6 force of law 223 foreseeability rule 78 formality/informality adverb-verb collocations 184, 191 emails 111-12,120 formal verbs 191 passive constructions 41, 211 polite refusals 185 writing style 105, 191 forms see contract forms forseeability rule 78 fraud 20 fraud in the inducement 64 freehold estates 136 friendly takeovers 49 full partners 17 G garnishment 192, 193 general creditors 193 general damages 78, 79 general partnerships 22-3 genuine occupational qualification (GOQ) 108 global firms 19 good faith 122 good title 122 grantor/grantee 136, 137 interView qllestions 200-1, 204 interviews ctient83-4 job 200-1 ipso facto (Latin) 14 issue (verb) 13 issued share capital 34 H harmonisation, of legal rules 222 high court 11 holder in due course (HDC) 166 holder of patent 150 holder of title 122 holiday entitlement 108 horizontal agreements 209 hostile takeovers 49 Human Rights Act (UK, 1998) id est (i.e.) (Latin) 14 illegality of the subject matter 64 immaterial breach 88 implied contracts 64 implied warranties 122 impose 94 in rem (Latin) 178 in the course of business 123 incidental beneficiary 94 incorporation certificate of 20, 48 of international conventions 223 indefinite contracts 64 informality see formality/informality information evaluating sources of 105 keeping up to date with 103-4, 186 presenting 189 infringement, of intellectual property 151 -ing form, of verbs 99, 115-16 injunctions 13, 109, 151 injured party 78 Inn of Court (UK) 15 inqUisitorial systems insolvency laws 49 European Union 202-3 transnational, case study 206-7 insolvency practitioners 195-8 Institute of Competition law 209-10 instrument, written 64 intangible property rights 150 intellectual property rights bUSiness-method patents 154-5 case brief, notes for 154 case study 164-5 'fair use doctrine' 151, 159 infringement of 151 intellectual property, key terms 151 introduction to 150-1 patents, 'State Street' case 152-3 trade-mark statutes 156-7 intended beneficiaries 94 intent 94 inter alia (latin) 14 International Chamber of Commerce (ICC) 223 international conventions 222 Internet copyright protection 150, 160, 162 negotiable instruments 166-77 J Job advertisements 198 job applications 199 job interviews 200-1 joint stock companies 44 judge, role of judge-made law judges 12 judgment liens 192, 195 junior lawyers, training of 152-3 juvenile court 11 l lack of legal capacity 64 land Registry 136 landlord/tenant contracts 136, 137 landmark cases 112 latin, legal 14, 60, 176, 233 law, bodies of 8-9 Jaw, collocations with 233 law, meaning of 10, 11 see also company law law degrees 15 law firms culture 19 size 19 structure 17 law schools 15 Law Society 227 laws, types of 10 lawyers, words for 15-16 lease/tenancy agreements 136 statutory conditions 141-3 leaseholds 136 legal disputes 28-31, 228-9 legal education 15 152 see a/so law degrees legal entities 20 legal incapacity 97 legal opinions 30 antiCipatory breach 88-9 business-method patents 154-5 corporate governance 28-31 shareholder rights 57 -9 legal person 20 legal system 8-14 legalese, understanding archaic words and expressions 41- exercise 47 passive constructions 41 sentences, lengthy 41 see also latin legal legislation revisions, seminar on 181-3 letters anticipatory breach 88-9 content and structure of 229 covering letter, job application 199-200 follow-up correspondence 86-7 opening and closing phrases 59 of proposal 213-14 reading 28-30 Index ~ shareholder rights 57-9 notices 13 signalling phrases 30-1 novation 95 thank-you note 201 writing 31 letters of credit 167 objects clauses 48, 49 lexical cohesion, in texts 227 obligor/obligee 95 liability company owners 22-3 offeror/offeree 64 licences versus leaseholds 136 offers 64 liens 178, 179 192-3 official receiver 21 limited liability companies 27, 44 oligopolies 208 limited liability partnerships 22-3 one-stop shops 217-18 liquidated damages 65-6, 79, 80-1, 83, 91 opinions liquidation 48, 49 agreeing and disagreeing 113-14 liquidators 21 expressing 43 LLM (Master of Laws) 225, 227 referring to others' 219 loan 178 see a/so legal opinions loan capital 35 -or/-ee nouns 64, 95, 97,107,136, lockouts 109 137,178 lower court 11 ordinance 10 Ltd see private limited company ordinary course of business 178 ordinary shares 34, 36 o M p magistrates' court 11 maker, of promissory note 166 paralegals 15, 17 managers, duties of 20 parallel behaviour 209 managing directors 21 paraphrasing 43, 68, 158-9, 173 market economies 208 parol evidence 65 market penetration 208 participatory framework 38 material breach 88 participle clauses, with -ing 115-16 may, use of 23,24-5 partnerships 20 mechanic's liens 192 see a/so limited liability partnerships memorandum of association 20, 23-4, 34 party 64 memos passage of title 122 structure of 70-1 passing of risk 122 writer's checklist for 72 paSSing off 150 merchantability 122-3, 133 passive constructions 41, 211 merchants 122 past simple versus present perfect 149 merger regulation 48, 49, 208, 209, patents 150 216-18 payee 167-8 Microsoft, antitrust suits against 219 payment of costs clauses 65-6 minority shareholders 48 pecuniary compensation 78 minutes of meetings 55- penal law model laws 222, 223 penalty clauses 80-1 monopolies 150, 208 per annum (Latin) 14 per 5e (Latin) 14 moot court 11 mortgages 178,192 perfection, of security interests 179, 192 performance 94 motions 13 personal liability 20, 23 personal property 136 N naked debentures 167 persons, in court 12 necessity, expressing 55 persuading in writing and speech 100-1 negotiable instruments picketing 109 electronic 171-3 plain language, use of 41 plaintiff 12, 87, 88, 99, 128, 156 introduction to 166-7 key terms 167 -8 planning contingencies 181 promissory notes 168-70,177 PLC see public limited company negotiation 62 pleadings 13 pledge/pledgee/pledgor 178 contracts 68-73 expressions for 73-4 plural forms, irregular 221 nemo dat rule 166 polite refusals 185 nominal capital 20 possessory security interests 178 non-breaching party 78 practice areas 18, 140-1 non-consensual security interests 179 pre-emption rights 34 non-governmental organisations 222 predatory pricing 209 non-monetary relief 78 preference shares 34, 35 non-obvious 150 prefixes, use of 46, 120, 163 non-possessory security interests 178 prepositional phrases, in legal texts 33 notary 15 prepositions with contract 106-7 , ,.:\ notary public 15 ~ with expressions of time 190 relative cfauses with 232 use of 45,46,77,120, 132,162.177, 205,221 verbs plus 61 prescribe!IeISUS proscribe 24 presentations beginning 51 case briefs 129 information 189 spin-offs 53 structuring 139 price fixing 208 principal !IeISUS principle 169 priofity creditors 179, 192 private intemationallaw 222 private limiled company (Ltd) 22-3 25 privity of contract 94 pro forma (latin) 14 pro rata (Latin) 14 procedure, explaining 55 proflt-amHoss account 21 promisor/promisee 94 promissory note 166 promoters 21 proposals, making/accepting/rejecting 73-4 proscribe IlelSUS prescribe 24 proxy 21 public intemationallaw 222 public limited company (PLC) 22-3 punithle damages 79 Q quality (merchantability) 122-3, 133 quasi-securily 178 quiet enjoyment 143-4 quorum 14 R race relations 108 real property law 64 case reviews 143-5 clauses, completing 148 easements 138-9 lease/tenancy agreements 141-3 parties referred to 137 property sale/purchase abroad 145 sentences, completing 149 real WlfSUS personal property 136 reasonable reliance 78 reasonably prudent persons 12 receiver 21 recommendations, making 174-5 redundancy dismissal 108 reference, in texts 227 reference email 146 Registrar of Companies 48 regulations 10 rejection (of offers) 64 relative clauses, with prepositions 232 release 95 relevant markets 208 reliance damages 78 79 remedies see contract remedies rent 136 repetition, use of to aid understanding 82 representative office, Russia 26-7 requesting information 146-7 189 ~quirements, talking about 170-1 ;)sidentialleases 136 ~spondents 12 :lstitution damages 79 estructuring, of businesses 202-3 etention oftitle clauses 126, 129-31 light of Assignment document, language of 106 ight of fair use 151, 159 Ight-of-fjrst-refusal clause 34, 96- ights 94 ights issue 35, 37 ights of third parties 96, 104-5 Isk diversification 38 ; corporation 22 ;alaried partners 27 ;ale of goods buying and selling, vocabulary of 123-4 case briefs 127 -9 clauses, typical 124-6 corresponding laws and institutions, talking about 131 introduction to 122-3 key terms 123-4 retention of title 129-31 terms and conditions of sale 124-5 vocabulary warranties 123 Sale of Goods Act (UK) 122 sale of substantially all assets 48 sales by sample 123 secured creditors 140, 182 secured transactions intellectual property in 188 introduction 178-9 security agreements 180-1 security interests 180, 185, 192 security agreements 178, 179 security interests 178 senior partners 173-4 sequencing 55 serve 13 severability clauses 65-6 sex discrimination 108, 109, 112, 114 'shadowing' 152, 159 shall, use of 23, 24-5 share capital 34, 35, 43-4, 54 share consolidation 34 share subdivision 34 shareholders meeting, letter of advice 28- 31 rights 21, 37 -8, 57-9 shares, key terms 35 Sherman Act 208 shrink-wrap contracts 127 sic (latin) 14 signalling phrases closing 31 drawing conclusions 31 emphasis, giving 69, 102-3 identifying legpl issue 31 indicating options 31 previous court decisions, referring to 31 relevant legislation, referring to 31 subject matter, referring to 31 summarising facts 31 transitions 139 signatures see e-signatures single European market 208 small-claims court 11 sole practitioners 19 sole proprietorships 22-3 solicitors 15 solo practices 19 special damages 78, 79 special resolutions 34, 48 specific performance 79 speech act verbs 57 spin-offs 51-2 'State Street' case 152-3 Statute of Frauds 64, 136, 137 statutes 10 statutory forms 20 statutory liens 192 steps, sequencing 55 stipulated damages see liquidated damages stock certificates 22 stock ledger 22 strikes 109 subject matter 64 submit 13 subscribers 34 subsidiary companies 51-2 substitution, in texts 227 suggestions, making 174-5 suijuris (Latin) 14 summarising case briefs 128 and requesting 146-7 requirements 171 technique of 40 supervisory boards 37 -8, 38-9 supranational law 223 T take, expressions with 190 takeover bids 49 tangible chattels 122 targets 49 tax liens 192 templates see contract forms tenants 136 term of years 136 termination clauses 65-6 termination of employment 108 textual transformation 231 thank-you note 201 third-party beneficiary contracts 64, 94 third-party rights 96, 104-5 tie-in arrangements 209 title 136 to the bearer of 166 to the order of 166 tort 79 trade-mark statute 156-7 trade marks 150 trade secrets 150 Trade Union and Labour Relations Act (UK, 1992) 108 trade unions 108 transfer of title 122 transnational commercial law arbitration clauses, drafting 227-8 case study 234-5 cross-border disputes 228-9 introduction to 222-3 key terms 224-5 private international law, conflict of laws in 225-7 tribunals see employment tribunals trustbusters 208 trustees 129-31, 205 trusts 129-31, 208 turnover threshold 217 U ultra vires (Latin) 14, 20 unauthorised use 151 undertakings, private 208 unfair dismissal 108, 116-18 Uniform Commercial Code (UCC) 181-2 Uniform Electronic Transactions Act (UETA) 172-3 uniform rules 222 uniform trade terms 222 United Nations Convention on the Contracts for the International Sale of Goods Act (CISG) 123, 223 unsecured creditors 182, 186 unsecured debts 204 unsettled areas of the law 186-8 usufructs 137, 138 usury 169 V verb phrases 90 verbs + - ing form 99 versus (vs or v.) (Latin) 14 vertical agreements 209 videlicet (viz.) (Latin) 14 vocabulary adjective + noun combinations 91 antonyms, formation of 61, 77 contract expressions 133 disclaimer expressions 133 distinguishing meaning 32, 46, 60, 76, 90,106,120.132,148,162,176, 190, 204, 220, 232 recording 124 see a/so Latin, legal voluntary liquidation 48, 49 W warnings, giving 212-13 warranties 121-2 Westland Corporations Act 63 Wholly Foreign-Owned Entity (WFOE), Russia 26-7 winding-up 49 word formation adjective formation, using prefixes 46, 120,163 adjectives ~ adverbs 176 nouns ~ adjectives 148 nouns ~ verbs 232 verbs ~ abstract nouns 47,60,61,77, 90,132,204 verbs ~ abstract nouns ~ adjectives 220 verbs ~ abstract nouns ~ persons 32,107 verbs ~ adjectives 132 writ of attachment 194 writing style lOS, 191 writs 13 written resolutions 48 Index ~ Acknowledgements The authors and publishers are grateful to the following for permission to use copyright material While every effort has been made, it has not been possible to identify the sources of all the material used, and in such cases the publishers would welcome information from the copyright owners p and p 226 adapted from the Law Library - American Law and Legal Information http:;/Iaw.jrank.org; p 15 text adapted with permission from Nicholas G Karambelas, Esq., Sifkas & Karambelas, LLP www.ngklaw.com; p 16 audio material adapted from 'Information about law studies in Germany' by Rainer Wolfsturm and Alexander caviedls from http://archiv.jura.unl saarland.de/english/Publlcations/germlaw.htlm; p 27 adapted from 'Russian Entity Formation: Wholly Foreign Owned Entity versus Representative Office', Harris & Moure PLLC, www harrismore.com; p 37 excerpt from Mervyn K_ Lewis (2002) 'Governance Structures' in Zeljko Servic (ed.) Banking Reforms in South-East Europe, chapter 4, Cheltenham, UK and Northampton, MA; Edward Elgar Publishing Ltd, pp 86-88; p 44 adapted from 'Share capital developments in Bulgaria' from www_mondaq.com; p 47 excerpt is reprinted with permission from Entrepreneur's Guide: Venture Capital Negotiations, c 2004 Womble carlyle Sandridge & Rice, PLLC, the publication is available online in Its entirety at www.wcsr.com; p 52 from 'Spin Offs' by Thomas WGarton, taken from the website www.fredlaw com, used by permission of Fredrikson & Byron PA; p 61 adapted with permission from Debevoise & Plimpton LLP; p 63 adapted with permission from CCH and Wolters Kluwer UK Ltd; p 104 permission received from Brodies LLP for the adapted material used from TechBlog, techblog.brodies.com; p 115 adapted with permission of Strikeman Elliot LLP, Montreal; p 117 'Determining unfair dismissal cases by arbitration is adapted with permission from the website of the European Industrial Relations Observatory www.eurofound.europa.eu/eir02001/09/feature/ uk010901f.htm © European Foundation for the Improvement of Living and Working Conditions Used with permission; p 130 adapted with permission from Russel McVeagh Law Firm; p 144 from Wragge & Co LLP 'News & Views: Property Update', February 2003; p 172 adapted from 'The Uniform Electronic Transactions Act (UETA)' © 1990 by Warren E Agin, with permission.; p 187 text adapted from 'The last word on book debts' by Alan Merkel, Edwin Coe, with permission; p 195 audio material adapted from The Asset Protection Law Centre, used by permission of R.J Mintz; p 196 from R3, the Association of Business Recovery Professionals publication 'Making a career as an Insolvency Practitioner'; p_ 202 by Tony Horspool and Ian McKim, used with permission, this article first appeared in International Rnancial Law Review www.iflr.com; p 210 by permission of the Institute of Competition Law www.concurrences.com; p 215 by Charlie Markillie, Solicitor at international law firm Eversheds; p 216 audio material by David Lewis, Competition Tribunal, Pretoria; p 218 from EC Merger Reform © Taylor Wessing 2004; p 227 audio material adapted from 'Drafting the ICC arbitral clause' R Doak Bishop King & Spalding, Texas; p 228 audio material adapted from www.kernkamp.nl/en/services/transport-and intemational-trade/cmr-forum -shopping!; p 230 from Article 31 of the Convention on the Contract for the International carriage of Goods by Road (CMR), Genever, May 1956 from www.jus.uio no; p 233 adapted from 'Arbitration and the uncitral model law' by Judge Gabriel T Ingles, from http://globalnation.inquirer.net; p 259 copyright © Gillhams Contract solicitors 2007, all rights reserved; p 260 text adapted from 'Growing a company through different classes of shares' from www.follettstock.co.uk; p 261 from www.scribd.com/doc/3495921/Terms-and-Representations; p 262 © AIiBusiness.com www.allbusiness.com; p 263 this article is reprinted with permission from the June 28, 2010 edition of The National Law Journal © 2010 ALM Properties, Inc All rights reserved, further duplication without permission is prohibited; p 264 adapted from 'Heed this warning' www.law-now.com CSM cameron McKenna; p 266 from 'Termination and liability in ICT contracts' from StriCTly Legal, February 2009, by SJ Berwin's Commerce & Technology Group This publication is intended for the sole and exclusive purpose of providing legal English instruction and is sold with the understanding that the publishers and authors are not engaged in providing legal advice None of the information in this publication is intended to constitute, nor does it constitute, legal advice Consequently, the contents of this publication should not be regarded as constituting legal advice or guidance, should not be relied upon for providing legal advice, guidance or recommendations to any third party and should not under any circumstances be used in lieu of the advice of a qualified lawyer International Legal English SECOND E'DITION GLossary abuse of a dominant position !;)'bju:s ;)v;) 'domIn;)nt P;)'zIJ;)n! (UK) situation that occurs when one firm is in a position to be able to act completely independently of its competitors, customers or consumers, remaining profitable and engaging in conduct that is likely to impede effective competition in that market It is this last part, the hindrance of effective competition, which is prohibited in most jurisdictions rather than the mere situation of dominance Some examples of abusive behaviour include the refusal to grant licences, geographical price discrimination, unjustified refusal to supply or predatory pricing (US abuse of monopoly power) acquired company !g'kWalgd 'kAmp;)m! (UK) company that has been merged into another company and is therefore no longer in existence (US transferor) acquirer ! ;)'kWal;)fg'! company that gains control over another company acquiring company I ;)'kwal;)ng 'kAmp;)ml (UK) company that has gained control over another company through a merger and remains in existence after the merger (US survivor) acquisition of controlling shares hekwl'zIJ;:m ;)v bn'tr"ul!lJ 'fen! purchase of shares owned by shareholders who have a controlling interest actual damages !'rektf;)1 'dremld31z1 see general damages ad hoc Ired 'hok! (Latin) for this purpose adjudicate !g'd3Udlkelt! to make a formal decision about something; to act as judge in a dispute admit someone to the Bar !gd'mlt 'sAmw;;>n t;) o;;>'ba:'! (US) to grant a person permission (from a Bar association) to practise law (UK call someone to the Bar) adopt into law Ig'dopt mtu 'b:! to accept as part of a greater system of laws through legislative process adversarial system lredV3!'SegrI;)[ 'slstgml system where two sides disagree with and oppose each other advocate I 'redv;)kgtl person who pleads in court affidavit I refl'delVlt! wrttten statement which might be used as proof in court that somebody makes after they have sworn officially to tell the truth alienability lelli;)n;J'blhtl/ possibility to be transferred annual general meeting (AGM) /'renj;)\ 'd3enrgl 'mi:tIU, 'el 'd3i: 'eml yearly meeting of shareholders of a company where various company actions may be presented and voted upon answer l'a:nso"1 principal pleading by the defendant in response to a complaint anticipatory breach lrentIsl'peltgfl 'bri:tJI breach of contract committed before performance is due The non-breaching party may regard this as an immediate breach and sue for damages anti-competitive I ,rent Ik;;>m'pet It IV/ (UK) describes conduct that harms the market or limits competition among businesses (US restraint of trade) antitrust frentl'trAsta'1 (US) body of taw that regulates business activities and markets, especially agreements and practices that limit competition (UK competition law) apparent authority I;)'prer;mt :>:'florItI! power which an agent appears to have, or holds himself out as having, and which a third party reasonably believes actually exists, though not formally granted by its principal/employer International Legal English Second edition appellant 1nl reference of a dispute to an impartial person or panel chosen by the parties who agree in advance to abide by the arbitration award issued after the hearing at which both parties have an opportunity to be heard arbitration clause /a:bl'trelf;)n 'kb:zI clause in a contract that, among other things, requires the parties to arbitrate disputes arising under the contract articles of association /'u:tlblz;)v Os;;>osl'elf;:ml (UK) document that defines a company's internal organisation (US bylaws) asset /'reset I any property that is owned and has value asset protection I 'reset pp'tekJ;)nf method of minimising the risk of loss of one's property from business and personal liabilities assign !J'saml to transfer (rights) to another assignee Iosal 'ni:1 person who receives an assignment assignment of contract I;)'samm;)nt ;)v 'kontrrektf transfer of a contract to another person assignment of rights Ig'samm;;>nt ;,v 'rallsl transfer of rights to another person such that the person to whom the rights have been transferred receives full benefrts under the contract assignor I;)'sam;)'! person who transfers his/her rights or duties to another associate !;)'S;)USI;)t! junior lawyer in a law firm attachment !d'tretJm;;>nt! seizure or taking into custody by virtue of a legal process attachment lien !;)'tretJm,~mt 'liml prejudgment lien, provisional in nature, created in assets seized in accordance with a court order or a writ of attachment authorised share capital!':l:flgraIzd 'fe;;> 'kreplt;)11 total amount of stock a company may offer to its shareholders It is also known as nominal capital (US authorized shares) bailiff I'bellifl (UK) an officer of the sheriff who makes arrests and serves writs; (US) a court officer who keeps order during court proceedings balance sheet I'brelgns 'firtl financial statement showing a company's assets, liabilities and equity on a given date the Bar 10;) '00:'1 (US) legal profession; (UK) the profession of barristers bar association l'OO:r ;)s;)osl'eIJ;)nl organisation of lawyers which may regulate the profession bar examination I'ba:r Igzreml'nelJ;;>nl (US) written examination taken by prospective lawyers in order to Qualify to practise law Bar Vocational Course I'bu: v;)'keIJdngl'b:sl (UK) required course to be taken by law graduates wishing to practise law as a barrister This is followed by a period of pupillage barriers to entry !'brerIgz t;;>'entn! obstacles which make it difficult for a business to enter into a market Some examples include patents, customer loyalty, research and development distributor or supplier agreements, and government regulations barrister !'brenst;;>'! (UK) lawyer admitted to plead at the bar and in superior courts; a member of one of the Inns of Court barristers' chambers I'brenstgz 'tJelmb;}zl offices of barristers or a group of barristers beneficiary Iben;)'fIfgn/ person entitled to draw payment 'benefit of the bargain' damages /'bengflt ov 0;;> 'bu:gIl1 'dremld3Iz! see expectation damages bill Iblll formal proposal for legislation bill of exchange I'bll ';IV Iks'tfemdy (UK) negotiable instrument for a speCified sum of money which is written and names three parties: the drawer (the person paying), the drawee (the person who will conduct payment) and the payee (the person who receives the payment) board of directors I'b:>:d ;)v dal'rekt;,z/ group of individuals elected by shareholders to make the major decisions of the company bona-fide purchaser for value I'b;;>un;;>'faldl 'p3:tf';ls;) fo 'vrelju:! someone who holds a negotiable instrument in good faith bonus I'bgun;)s/ payment above what was due or expected boutique firm !bu: 'ti:k 'hml law firm that specialises in a specific area of law breach of contract l'bri:tJ ;IV 'kontra:kll failure to perform a contractual obligation or interference with another party's performance which incurs a right for the other party to claim damages brief Ibri:fl document or set of documents containing the details of a court case by-law /'balb:1 (UK) municipal law (US ordinance) bylaws I'balb:zl (US) document that defines a company's internal organisation (UK articles of association) call to the Bar l'b;1 t;l 0;) 'bo:'i (UK) granting of permission to practise law as a barrister (US admission to the Bar) capital structure j'ka:pll;)1 'sIr hklJ;lrl distribution of a company's debt and stock capitalisation jkreplt;)lal'zelJ ;ml act of providing capital for a company through the issuance of securities capitalisation issue Ikrepll;llal'zelJ;m 'IJu:1 process whereby a company's money is converted into capital and then distributed to shareholders as new shares cartel Iko:'tell group of similar independent companies who agree to join together to control prices and limit competition case law I'kels 'b:1 (also common law/judge-made law) body of law formed through judicial/court deciSions, as opposed to law formed through statutes or written legislation certificate of deposit IS;I'liflk;)t ;IV dJ'pozltl certificate issued by the bank acknowledging receipt of money and promising to pay it back; a promissory note issued by a bank certificate of incorporation Is;)'llflk;)t ;IV lub:p;)'reIJ;)nl document issued by a governmental authority granting a company status as a legaI entity Certificate of Incorporation on Change of Name IS;)'llflk:l! ;)V lub:p;)'reIJ;)n on 'tJemd3 ;)V 'nelml (UK) certificate issued by Companies House when a company wishes to change its name Acopy of the special resolution of the company authorising a change of name must be submitted to Companies House along with a fee cheque ItJckl (UK) a signed written order by its maker directing a bank to pay a specified sum to a named person or to that person's order on demand (US check) choice of law l'tJ:m ::JV 'b:1 determination of which jurisdiction's law applies civil law 1'51V11 '\:):/1) legal system developed from Roman codified law, established by a state for its regulation; 2) area of the law concerned with non-criminal matters, rights and remedies claimant I'klelffi;)ntl (UK) person who brings a civil action (US) plaintiff clerk Iklo:kl (UK) court employee who takes records, files papers and issues processes; Ik13:rkl (US) also a law student who assists a lawyer or a judge with legal work such as research or writing collateral !b'l;.etar;)11 property pledged as security for repayment of a debt obligation collective bargaining lka'lektlv 'ba:g;)nIlJl process of negotiation between trade unions (or labor unions) and employers, usually regarding the terms and conditions of employment comity l'kDnlltIl principle that one country or jurisdiction will recognise the laws, decisions and legislation of another country or jurisdiction as a matter of courtesy and respect to that country commercial lease Ik;)'m3:Jal 'Ii:s/lease entered into for business purposes, e.g to sell products from, as opposed to private purposes, e.g residential lease common law I'kom;m 'b:1 (also case law, judge-made law) body of law formed through judicial/court decisions, as opposed to law formed through statutes or written legislation Companies House !'khmp;)ni:z 'haosl (UK) institution where all limited companies in the UK must be registered It is an Executive Agency of the UK government Department of Trade and Industries (DTI) competition law IkDlnp::J'!IJ;)n 'i:J:1 (UK) body of law that regulates business activities and markets, especially agreements and practices that limit competition (US antitrust law) complaint Ik;lm'plemtl first pleading filed on behalf of a plaintiff which initiates a lawsuit, setting forth the facts on which the claim is based (civil law) ~ompulsory winding-up Ibm'r,lIs;,)rJ 'wamdlU 'hpl (UK) liquidation of a company after a petition to the court, usually by a creditor (US involuntary bankruptcy) International Legal English Second edition conciliation !k;}nslh'elf;}lll process of bringing together the two sides in a dispute, often employment related, to discuss the problem and reach a settlement confer Ibn'f3:'1 to grant, to bestow conflict of interest l'kDnflrkt ::JV 'Illtr::Jst! clash between a person's personal interests and their public or fiduciary responsibilities conflict of laws I'konfhkt ;lV 'b:zI (US) private international law consensual/kan'sens,iu;)11 agreed to by all parties consensual lien Ik;)n'sensju;)l 'Iiml security interest created by agreement between the debtor and creditor consequential damages l'konslkwenJ;)I'dremld31z1 see special damages consideration Ikan51d::J'rclfani something of value given by one party to another in order to induce the other to contract In common law, consideration is a necessary element for an enforceable contract consolidation Ik:msDll'deIJ::Jnl combining of two companies to form an entirely new company constitutional amendment Ikonstl'tju:J;)n;)1 ;)'mendm;lHI! change in a company's name, capital or objects Contract of Sale I'kontrrekl ::JV 'selll written contract expressing the terms and conditions of the sale of land agreed to between the buyer and seller contract template I'kon! m:kt 'templelt! model agreement with particular items to be filled in conveyance Ik;m'velansi transfer of property rights in land from one person to another; an instrument used to transfer title to property copyright I'kopiraltj exclusive right to reproduce and control an original work of art (music, visual art, film, literature, etc.) corporate veil/'b:p:lfJt 'velll separation between the corporation and its shareholders such that the shareholders will not be held personally liable for corporate debts counsel l'kauns;)11 lawyer, attorney, attorney-at·law, counsellor, solicitor, barrister, advocate or other individual licensed to practise law counsellor l'kauns;;!l;)rl see counsel counter offer j'kaont;;!f 'of;;! 'I new offer with new terms made as a reply to an offer received course of dealing I'b::; ;)V 'di:hlJ/ pattern of conduct commercial traders exhibit in relation to each other during their business relationship court of first instance I'b:t ;)V 'b:st 'mst;)nsl see lower COUI t creditor l'kredJt;)'j person or company who is owed a financial obligation criminal law I'knmin;ll 'b:1 (also penallawl area of law that deals with crime, punishment or penalties cross-border I'kms,b:):.d;)rl between different countries; taking place over a border(s) Crown Court I'kmun 'b:tl (UK) higher court of first instance for criminal cases in England and Wales Together with the High Court of Justice and the Court of Appeal, it forms the Supreme Court of Judicature Appeals from the Crown Court go to the criminal division of the Court of Appeal and then to the House of Lords custom and usage l'kAst;)m ;)n 'ju:sld31 practice which has become so common through long-term use that it has become recognised as mandatory in respect of its subject matter cybersquatting I'salb;),skwotlul practice of registering Internet domain names that are associated with another company and then demanding payment from that company through the sale or licensing of that domain name damage I 'daoffiId31 loss or harm as a result of injury damages l'drenlld31z1 money awarded by a court in compensation for loss or injury date of employment I'delt 11 termination of an employee's employment contract based on a prejudice or bias dividend l'dlVld;:>ndl distribution of company profits to its shareholders domestic law Id;:>'mestlk 'b:1 1) national or internal law of a country, as opposed to international law; 2) another term used for family law domiciled (to be -) I'domlsalldl to live somewhere on a permanent basis or, if a legal person, to have a registered office somewhere draft Idra:ftl to produce a piece of writing or a plan that you intend to change later drawee Idr:J:'i:1 person in a bill of exchange who conducts payment or is directed, or ordered to make payment; often a bank drawer l'dr::l:;:>'1 person in a bill of exchange who orders payment duress Id3u'resl unlawfUl threat or coercion used to force someone to enter into a contract duty l'dju:ti:1 obligation owed or due to another by law duty of care I'dju:ti: ;)v 'keJ'1 obligation of a person to act with reasonable caution or prudence, the violation of which results in liability at law easement I'i:zm;:>ntl right enjoyed by a person other than the owner of a piece of land to use or control that land, or a part of that land No property rights are conferred upon the person using the land of another An example of an easement is croSSing a part of another's land in order to access a public road economic efficiency leb'nomlk l'fIJ;:>nsil economics term that refers to the optimal production and consumption of goods and services employment tribunal Itm'pblm;:>nt tral'bju:n;:>\1 judicial body that resolves disputes between employers and employees endorsement Im'd:>:smJntl (UK) writing, including Signature, on the back of a document which allows for the transfer of the instrument (US indorsement) enforceable Im'b:s;:>b;:>l/ capable of being made effective In the case of an agreement, it is one in which one party can legally compel the performance of the other party enforceable right Im'b:sJb;:>1 'raIlI interest the law gives effect or force to entry of appearance I'entfi JV ;:>'plrir;msl written notice of appearance during a hearing which provides the respondent's full name and contact details, as well as a statement of opposition to the claim, including the grounds upon which it is opposed escheat IIs'IJi:tl reversion of land to the state if the land owner dies without a will or without any heirs essential tenn It'senJ;)) 't:3:mI provision required for a contract to exist et alii (et ai.) let 'relial, et 'rell (latin) and others et cetera (etc.) let 'set J!"JI (Latin) and other things of the same kind exclusions Itks'klu:3Jllz1 a provision which eliminates coverage of specified items International Legal English Second edition exclusive possession Itk~'k!u:slv pJ'seJ;ml sale use and benefit of a property exclusive right Itk,'klu:slv 'nut! sole power or privilege uO(Jer the law execution lien l,eksl'kju:J;)n 'Ii:nl lien created when a debtors assets are seized for the purposes of enforCing a judgment exempli gratia (e.g.) leg'zempll'gra:Ja, 'I: 'cl3i:! (Latin) for exampl8 exemplary damages leg'zemp\;Jr1 'ciremld311J see punitive damages expectation damages/ekspek'lelf;:>n 'dremlcl31z1 (also benefit of the bargain damages) compensation for the loss of benefits that a person would have received had the contract been performed expert witness l'eksp3:t 'wltn::)sl person who the court considers to possess specialised knowledge or skill and who is allowed to offer an opinion as testimony in court express contract/lk'spres 'kDntrrektl contract whose terms have been specifically outlined, either in writing or orally express warranty hk'spres 'wor;mtil guarantee that is created by the seller, whether oral or written extraordinary general meeting (EGM) leks'tL):dwJri 'd3enral 'mi:t 11.1, 'i: 'd3i: 'eml (UK) any meeting of the shareholders of a company other than the annual general meeting which is called to discuss certain special issues of a company (US special meeting) fair dealing l'feJ 'di:hl]l (UK) see right of fair use; (US) duty of full disclosure imposed on corporate directors, officers and parties to a contract fair use I'fe;:> 'ju:sl (US) see right of fair use fee simple I'fi: 'slmp;)11 whole interest in a piece of real property; the broadest interest in property allowed by common law fee tail/'fi: 'teill estate which lasts as long as the original grantee or any of his descendants live fiduciary duty Ifl'dju:sJri 'dju:tiI obligation to act solely in the best interests of another file with I'fall wlol to officially record (e.g in a court of law) financing measures l'famrenSII] 'me8Jdzl methods of securing funds or money first-in-time 1'f3:st 10 'talml rule which distinguishes which creditor has first claim over a debtor's assets fitness for a particular purpose l'fllnJs f;:>r;) PJ't1kju\J 'P3:p;JS! if a buyer is buying property for a certain reason and the selier knows this, then this warranty exists by law to guarantee that the property is suitable for that certain reason Sometimes referred to as warranty of fitness fixed charge I'fiksl 'tfa:d;yl (UK) grant of security for a loan on a specific asset or on specific assets whereby the creditor has first claim to recover upon default by the debtor (US security interest in specific assets; (prior to UCC) chattel mortgage) floating charge l'fI;:JUtIl] 'Ifa:d;yl (UK) form of security interest over the debtor's assets which may change on a daily basis, such as stock; a grant of security for a loan on the company's assets in general, and not on any specific asset (US floating /ien) force of law I'b:s ;JV 'b:1 refers to provisions or actions which may be enforced as law in the relevant jurisdiction; such provisions and actions have the force of law foreseeability IfdSi:;:>'blhW reasonable anticipation of possible results of an action foreseeability rule Ifosb'blhti 'ru:11 rule that states that damages are only recoverable when it can be established that the damage was reasonably anticipated by the breaching party at the time the contract was entered into form If:):ml model document or agreement with blank spaces to be filled in formation Ib:'melfJnl act of bringing a contract into existence forum I'f:l:r;:>m! place, situation or meeting in which people can discuss a particular matter (especially one of public interest) forum non conveniens l'fJ:rJm nDn kon'vemenzl (Latin) rule regarding the discretionary power of a court to decline to accept a case where it believes it is inconvenient for the parties and would be properly tried somewhere else forum shopping I'b:r;)m 'JoPI1J1 filing a lawsuit in the jurisdiction (of several available) most likely to bring a favourable outcome for the claimant fraud Ifr::l:dl deliberate misrepresentation or concealment of a material fact to gain an advantage fraud in the inducement I'fn:d In 01 m'dju:smJntl act of misrepresenting or misleading someone so as to entice them to enter into a contract or agreement freehold estate I'fri:h;}uld Is'teIt! property whose duration of ownership or occupation is not determined friendly takeover I'frendh 'telbuv;}'! situation where a company attempts to buy another company with approval of the board of directors of the company that is being bought gain control!'gem k;m'tr;)ull to obtain the power to direct or have influence over the management of a company garnishment l'ga:I1IIm;mt/1) claim or interest resulting from a legal proceeding in which party A (creditor) requests a court to issue an order or writ against party B (garnishee) holding property of or owing money (e.g bank account or wages) to party C (debtor) to release the relevant property or money to the creditor; 2) the whole process involved in the legal proceedings described in 1) above general creditor l'd3enr;)1 'kredlt;)'! creditor who has no lien or security for payment against the debtor's assets (also known as an unsecured creditor) general damages l'd3enr;}1 'drelmd3lzl (also actual damages) compensation for proven injury or loss genuine occupational qualification !'d3enjum okju'peIJ;)n;}1 kwolrfI'kelf;}n!limited circumstances where sex or marital status may be used as a job requirement global firm I'gbub;}l 'f3:m!law firm that employs hundreds of attorneys from all over the world good faith I'gud 'felel state of mind whereby a person has an honest conviction that they are observing reasonable commercial standards of fair dealing good title I'gud 'tart;)11 title that is valid and free from defects such as liens, litigation or other encumbrances goods Igudzl items of personal property other than money (US good can be used in the singular) grantee Igra:n'ti:1 person to whom a grant of property is made grantor Igro:n't::l:'l person who transfers a property right or other benefit to a recipient (grantee) hard norms I'ha:d 'n::l:mzl informal term referring to binding international treaty provisions harmonisation Iha:m;}nal 'zeIf;}n! act of bringing the laws of multiple jurisdictions in line with each other hereditament Ihl'redrt;)m;}nt! property which can be inherited; also refers to land in general high court I'hal 'b:tl (UK) court which hears serious civil cases and appeals from county courts; (US supreme court) holder l'h;)uld;)'1 person that has legal possession of a trade mark holder In due course (HOC) I'h;}uld;)r m 'dju: 'b:s, 'eltJ 'di: 'si:! person who acquires a negotiable instrument in good faith holder of title I'h;)uld;)f ;}V 'talt;}ll person who owns the right to control and dispose of a particular piece of property holiday entitlement l'hohdeI m'tart;)lm;)ntl right of an employee to take paid time off from his/her employment horizontal merger IhorI'zontal 'm3Id3;)'! combining of two or more firms which are at the same level in the economic supply chain hostile takeover l'hostall'telk;)uv;)'1 situation where a company attempts to buy another company against its wishes id est (i.e.) I'ld 'est, 'm 'ill (latin) that is illegality of the subject matter Ilh'greiItJ ;)V 00 'sAbjekt 'mret;}'1 when the matter under consideration in the contract is unlawful and therefore unenforceable in a court of law immaterial breach iIm:l'II;}rJ;}I'bri:tJI breach of contract after which the non-breaching party is still required to perform its contractual obligations and may be entitled to damages immovable property I/'mu:v:lb;}\'pmp;)ti/land, buildings or other permanent objects fixed to land implied contract Itm'pJaH] 'kontnektl contract whose terms have not been specifically outlined, but rather are presumed implied warranty Itm'plald 'wDr;)n!i! guarantee that is implied by law rather than promised by the seller impose lIm 'p;)uzl to introduce a rule, tax, punishment, etc that ITHlst be obeyed, paid or accepted; to give someone a task or a duty, especially an unpleasant one or one that they not want to in rem 1'111 'rem! (Latin) against a piece of property (rather than a person) in the course of business lin ,1:) 'bls ;)VbIZI1;JS! regular mode of conduct or routine of a trade lrite'national Le9al En9lish Second edition incidental beneficiary Ims/'dent;}/ bem'frJ;}ril person who was not planned to benefit from a contract and is also not party to that contract This person does not gain any rights under the contract incorporate itu'b:p;}rertl to include the provisions of something (e.g a convention) as a part of something larger, such as a system (e.g national legislation) incoterms I'IJjkau,t3:mzl set of international sales terms used as a standard between buyers and sellers to apportion costs and risk between them indefinite Im'defm/tl vague, not certain, not determined infringement Im'frmd3montl unauthorised use of material protected by copyright, patent or trademark law Inheritance Im'hent;}ns! property which is transferred upon death to a person designated as an heir injunction Im'd3AukJ;}nl offiCial order from a court for a person to or stop doing something Injured party l'md3;}d 'pm!il party that has suffered a violation of its legal rights Inn of Court I'm ;)V 'bIt! (UK) one of four institutions that barristers must join in order to practise law as a barrister insolvent Im'solv;)ntl unable to pay one's debts instrument I'mstr;)m;)nt! written formal legal document intangible property rights Im'trend3;}b;)1 'prop;)ti 'ralts/legal interest or claim in things which cannot be touched or felt intended beneficiary Im'tendld bend'flfdril person who was planned to benefit from a contract but is not party to that contract As a result of this, this person obtains rights to enforce the contract intent Im'tentl mental deSire/willingness to act in a certain way inter alia I'mt;)f 'o:h;)1 (Latin) among other things International convention Imt;)'nreI;)n;}1 bn'venI;;ml an agreement between nations, similar to a treaty but usually relating to nOll political or non-commerciai matters; written agreement between states or nations governed by international laws international law Imt;)'nreI;)n;))'b:/laws that concern relations between countries (= public international law) and laws that concern private transactions and disputes between parties from different nations (= private international law /conflict of laws) invoke Im'v;mkl to rely upon a certain law, prinCiple or rule in order to support an argument or position ipso facto I'Ips;lU 'frekt;)u! (latin) by that very fact itself inquisitorial system IIgkwlz;)'t::l:rJ;)l'slst;}ml a judicial system in which the judge(s) conducting the trial decides the questions to be asked and the scope of the case Issue l'rIu:, 'lsju:1 to produce or provide something offiCial issued share capital/'IIu:d 'Ie;) 'kreplt;}l/ shares of a company that are held by shareholders ius quaesitum tertio (IQT) !'Ids 'kwrezll;)m 't3:II;)U, 'aJ 'kju: 'ti:1 right acquired by a third party to a contract between two other contractual parties (also jus quaesitum tertio) judge Id3Ad31 public official who hears and decides cases in court judge-made law l'd3Ad3 meld 'b:1 (also case law, common law) body of law formed through judicial/court deCisions, as opposed to law formed through statutes or written legislation judgment lien l'd3Ad3!ll;}nt 'li:n/lien imposed on a person against whom a judgment has been entered but remains unsatisfied Judicial lien Id3U'dII;)]'li:nl security interests arising as a result of court proceedings brought by the creditor to secure an interest in the debtor's property juris doctor (JO) l'd3uns 'dokt;> I, 'd3el 'di:1 (US) law degree (UKLLB) jurisdiction Id3uns'dlkJ;}n! 1) power of a court, authority or other official body to decide a legal case or to make an order; 2) extent ofthis power; 3) territory in which this power exists; 4) area in which a particular legal system operates; 5) system of law courts that make up a particular legal system juvenile court l'd3U: v;}nali 'b:tl court that hears cases involving children under a certain age lack of legal capacity /'Jrek aV 'li:g;)1 k;)'presltiJ absence of ability of a person to enter into contractual relations, sue or be sued Land Registry I'lrend 'red31stril a government agency responsible for the registration of title to land landlord l'lxI1(IIJ:dl person who owns property and either rents or leases it to a tenant for profit The female form is landlady law school/'lJ: 'skull! (US) graduate school offering courses in law leading to a law degree lease Ili:s! contract for which the use and occupation of a property is conveyed to another, usually in exchange for a sum of money (rent) leased premises I'Ji:st 'premlSlzlland, building or space in a building which is stated in the relevant lease and occupied bY the tenant leasehold I'Ji:sh-auldl property whose duration of ownership or occupation is fixed or capable of being fixed legal entity 1'li:g-aJ 'entItil individual or organisation that can enter into contracts, is responsible for its actiQns and can be sued for damages legal opinion 1'li:g-a1 -a'pmj;ml document outlining a lawyer's understanding of the law regarding a particular situation legal person 1'li:g;)1 'p3:s;ml artificial entity created by law and given legal rights and duties, for example a corporation Legal Practice Course (LPC) l'li:g~1 'pra::ktIs 'k:J:s, 'e] 'pi: 'si:1 (UK) course that must be completed before a person can be qualified as a Solicitor It is the first step to becoming a solicitor (the second being working as a trainee solicitor, and the last being successful completion of the Professional·Skilis Course) letter of credit I'let-af -av 'kredItI financial instrument, often issued by the buyer's bank, through which the bank agrees to make payment up to a specified amount for a particular period for goods when delivered lex causae I'leks 'kausall (Latin) law or laws the forum court decides should apply to a case from the relevant legal systems available for determination of an international case lex domicilii I'leks doml'sIilal1 (Latin) refers to the law of a party's domicile as applied in a choice of law situation lex fori f'leks 'b:ril (Latin) law ofthe forum in which the matter is pending lex loci actus f'leks 'I-auki 'a:ktasl (Latin) lawofthe place where the act involved in the case was carried out lex loci arbitri I'leks 'Iauki 'a:bltril (Latin) law of the place where arbitration is to take place (in confiict-of·laws context) lex loci contractus f'leks 'I-auki k-an'tra:ktasl (Latin) law of the place where the contract is made lex loci delicti I'leks 'Iauki dJ'ltkti/ (Latin) law of the place where the wrong was done lex loci solutionis I'leks 'I;)uki S-aIU:Jl'-aumJI (Latin) law of the place at which payment or performance of a contract is to take place lex mercatoria I'leks m3ka't-aurI;)/ (Latin) refers to a set of trading principles used by merchants in Europe during the Middle Ages; today refers to a system of laws which is adopted by all commercial nations lex patriae /'leks 'pa:trlal (Latin) national law licence /'Imsansl (UK) permission or authority to something which would otherwise be illegal No interest is transferred in this case (US license) lien Ili:nl interest or attachment in another's property as security for payment of an obligation lien creditor l'li:n 'kredlt-a'i creditor whose claim is secured by a lien life estate I'lalf Is'teltl estate granted only for the life of the grantee life tenant I'latf 'tenantl person who holds a life estate or an estate pur autre vie, or for the benefit of another liquidated damages 1'lIkwldeltld 'da:mld31z/ (also stipulated damages) compensation that is agreed to in the contract liquidation IhkwI'deIJ;ml dissolution of a company whereby all assets are sold and the proceeds used to payoff debts lis alibi pendens I'lis 'a:hbal 'pendenzl (Latin) refers to when a dispute is pending elsewhere and can be pleaded by a party to avoid duplication of judgments in different jurisdictions LLB (Legum Baccalaureus) I'el 'el 'bi:, '\elg;)m ba:kJ'laurlJsl (UK) Bachelor of Laws, law degree (US JD (juris doctor)) loan capital/'l;)on 'ka:plt-al/ form of long·term borrowing lockout I'lokautl preventing people from entering a building by locking it, such that employees cannot work lower court 1'1;)0;) 'b:tl (also court of first instance) court whose decisions may be appealed to a higher court magistrates' court l'ma:d3lstrelts 'b:tl (UK) court that has very limited powers maker l'mclb'l person who makes a promissory note International legaL English Second edition market economy /'ma:klt I'knnamil economic system which permits the open exchange of goods and services between producers and consumers In a market economy prices and production are largely determined bY supply and demano The contrasting model to a market economy is central planning and a non·market economy material breach Im-a'! larIal'bri:tJI breach of contract which is so fundamental or significant that the non·breaching party is excused from its contractual obligations and may recover damages mechanic lien Im-a'ka:nrk 'liml (also mechanic's lien) lien to secure payment for labour or materials used in constructing or repai:'ing buildings or other structures member state I'memb-a 'stClt! term used to refer to states which are members of a certain international organisation (e.g the European Union) memorandum of association Imem~'ra:ndAm ;)V -asausr'elf;m! (UK) legal document that sets out the important elements of the corporation, including its name, address, objects and powers It is one of the two fundamental documents upon which registration of a company is based (US articles of incorporation) merchant l'm3:!f;)ntl person who is engaged in the buying and selling of goods for profit merchantability Im3:tJ-anta'blhti/ warranty implied bY law that something is fit for the ordinary purposes for which it is used merger l'm3:d3;)'1 the joining of two companies resulting in the dissolution of one company and the survival of the other merger regulation /'m3:d3;l regju'lelJan/legislation aimed at limiting anticompetitive concentration of market power Law that seeks to ensure that the combination of companies will not have any anticompetitive effects minority shareholder Imal'nonti 'Je-ahaulda'i shareholder who holds less than half the total shares outstanding and is therefore unable to control the business of the company minutes j'mlmtsl notes or records of business conducted at a meeting model law I'mod-al'\;):/ statement of norms intended to be adopted by nations with the intent of harmonising rules at an international level monopoly Im-a'nop-a\i/ organisation or group that has complete control of an area of business so that others have no share monopoly right /ma'nopali 'raltl exclusive right to make, use or sell an invention moot court I'mu:t 'b:tf fictitious court where law students argue hypothetical cases mortgage l'm:l:gld31 transfer of legal title of a property, often land, to another as security for payment of a debt motion I'm-auJ-anI application to a court to obtain an order, ruling, or decision movable property I'mu:v-aba\ 'propatil see personalty multi-jurisdictional/'mAllld3uns'dlkf;)n-a\1 extending over more than one jurisdiction naked debenture I'nelkld da'bentJ;)'! (UK) unsecured debt (US debenture) negotiable Im'g-auflab;lll able to be transferred by endorsement or delivery negotiable instruments /m'gJuJI;)b;)I'mSlfAmanlsl (UK) written and signed documents which represent an intangible right of payment for a speCified sum of money on demand or at a definecl time Some examples are bills of exchange, promissory notes, bank cheques or certificates of deposit (US commercial paper) nemo dat rule I'ni:m-au 'da:t 'ru:11 prinCiple that states that one cannot give away more than one possesses If one does not possess title to something, then one cannot transfer title of that thing to another nominal capital/'noruma\ 'ka::Plt;l1l (also authorised capital) total amount of stock a company may offer to its shareholders non-breaching party I'nonbri:tfllJ 'po:til party to the contract that has not violated its contractual obligations non-consensual /'non kJn'sensju-a1/ not agreed to or formed by agreement of all parties non-governmental organisation (NGO) /'non gAv;l'mental J:~Ja nal'zeIJ-an, 'en 'dzi: 'au/ not-for-profit organisation which is not part of the government, with its activities directed to the benefit of members or of other members of the population non-monetary relief l'noB 'mAn;)tri n'li:fI remedy that is not money, but rather something else such as an injunction, a declaratory judgment, specific performance or modification of a contract non-obvious I'non 'obvlasl quality of an invention being unexpected or surprising or sufficiently different from other existing things It is often a requirement for obtaining a patent non-possessory I'non pa'zesaril type of security interest whereby the debtor retains control over the property but is limited in what he or she may with it notary (or notary public) I'n;)ot;)ri, 'n;)otari 'pAblrkl person authorised by the state to conduct limited legal functions, such as authenticating signatures and certifying documents notice I'nautlsl document providing notification of a fact claim, or proceeding novation Ina'velJanl substitution of an obligation with a new one, thereby cancelling the old obligation objects l'obd3ekts/ goals or purposes of a company objects clause l'obd3ekts 'kb:zI section of a company's memorandum of association that outlines the company's objects obligee /obh'gi:1 person to whom a right is owed obligor /obh'g;):'1 person who owes a right offer l'of;}'1 indication of willingness to enter into a contract on specified terms whereby, if accepted by the other person, a binding contract would result offeree lof:l'n:1 party to whom an offer is made offeror lof;)'r;):'1 party that displays a willingness to enter into a contract on specified terms oligopoly lolI'gop:llil market situation in which only a small number of firms compete with each other on notice of the security interest Ion 'n:lutlS:lV 6a sr'kjunti 'mtr:lstl where a security interest exists between a certain creditor and debtor It occurs on perfection of a security interest ordinance 1';):dIn:lnsl (US) municipal law (UK by-law) ordinary course of business I';):dmari 'b:s :IV 'blzn:lsl regular mode of conduct or routine of a trade ordinary resolution 1';):dll1:1ri reza'Iu:J :lnl (UK) resolution passed by a simple majority of members at the annual general meeting ordinary shares I'::l:dm;)ri 'Je;)zl (UK) shares that carry voting rights and dividend entitlements and which are the most common form of shares (US common shares) paralegal Iprer:l'li:g:ll/ non-lawyer, often with some form of specialised legal training, who helps lawyers in their legal work parallel behaviour I'preralel bl'helvja'l acting in a similar way to another; for example, setting prices at the same level as a competitor or producing a similar level of output as another in the same business Parol Evidence Ipa'r;)ul'eVldansl the rule that evidence, apart from the actual contract itself, cannot modify, explain, vary or contradict the written terms of a contract party /'po:til person or entity involved in an agreement passage of title l'presld3 dV 'taltall exchange of ownership in a property passing of risk l'pa:sII) av 'flSkl the point at which the risk (e.g of damage) passes from one party to another (and therefore also the responsibility, for example, for insuring goods) passing off l'pa:sII) 'ofl illegal type of unfair competition whereby a business does something that the public would reasonably believe to be related to the activities of a different business such that this second business suffers damages as a result patent I'peltant, 'pretantl granttrom the government giving exclusive rights to an inventor to make, use or sell an invention for a specified period of time payee /'pel'i:1 person who is being paid in a bill of exchange pecuniary compensation Ipl'kju:njari kompen'selJ;)nl remedy that involves compensating through money penal law l'pi:nal'b:1 (also criminal law) area of law that deals with crime, punishment or penalties penetrate the market I'penatrelt t'la 'mu:kltl to enter into a market per annum /'p3:r 'ren;)ml (Latin) per year per 5e /'P3: 'scil (Latin) by itself perfected Ip;l'fcklldl when the appropriate filing or registering or other formal action of a security interest has been done to International Legal English Second edition protect one's security interest in another's property against all other creditors perfection Ip;}'fekf;}nl appropriate filing or registering or other formal action of a security interest in order to protect one's security interest in another's property against all other creditors performance Ipa'b:m;)nsl completion of obligations required by contract personal liability l'p3:s;)nallala'blhti/ state of being legally obliged out of one's own personal assets personal property l'p3:san:lI'pmp;)til (also chattels in common law) things that are moveable (as opposed to real property) and capable of being owned personalty l'p3:S;}naltil personal property (as opposed real property) petitioner /pa't1J;ma'l (US) person who brings a petition to a court, especially on appeal picketing l'plblllJI demonstration outside a place of work in which people congregate to dissuade others from entering the building, usually done in attempt to persuade another party to meet certain demands It is often done during a strike pleading /'pli:dIOI formal written statement setting forth the cause of action or the defence in a case pledge Ipled31 property which is security for a debt or obligation pledgee /pled3'i:/ person who receives a pledge, or the creditor in a secured transaction pledgor Ipled3'J:'/ person who gives a pledge, or the debtor in a secured transaction possessory Ipa'sesaril type of security interest whereby the creditor has the right to control the property predatory pricing l'predatal1 'praISJol pricing a product so low - for example, below its production cost as to eliminate competition pre-emption rights Ipri:'emf:ln 'ralts/ (UK) rights of shareholders to maintain their proportionate ownership in a company by purchasing newly issued stock before it is offered to the public (US preemptive rights) preference shares I'pfef;)fanS 'feazl (UK) shares that are given preference in dividend entitlements over ordinary shares, but usually not carry any voting rights (US preferred shares) price fixing /'praIs,fIksll]l conduct of setting a price for a product which is contrary to workings of supply and demand, and therefore contrary to the free market priority IpraJ'ontil rightto enforce a claim before others priority creditor Ipral'oflti 'kredita'l creditor who is given priority over other creditors, or has first claim over the debtor's assets private international law I'pralvat mt:l'nreJanal 'b:1 body of law dealing with disputes between private persons living in different nations and governing such things as applicable law, jurisdiction and enforcement of judgments privity of contract /'pnv;)tI av 'kontrrektl relationship between parties to a contract pro forma Iprau 'fJ:m;)1 (Latin) as a matter of form pro rata /pr;:m 'm:t;}1 (Latin) proportionally proflt-and-Ioss account I'proht ;)n 'los ;)'kauntl (UK) statement summarising a company's revenues and expenses over a period of time (US profit-and-/oss statement or income statement) promisee Iproml'si:/ person to whom a promise, or an assurance that something will or will not be done, is made promisor Iproml'sJ:'1 person who makes a promise or an assurance that they will or will not something promissory note "promls;)ri 'n;)utl formal unconditional written note made and signed by a person obligating him or her to pay a specified sum of money to another specified person or to the bearer of the document public international law I' pAbhk Int;}'nlfJ;)n;}J '/:):1 body of laws governing relationships between nations punitive damages l'pju:n;)t1V 'dlfnud31zl (also exemplary damages) compensation designed to punish the breaching party for conduct found to be reprehensible, e.g fraud pupillage l'pju:p;)hd3/ (UK) one year of apprenticeship to become a barrister, which follows the completion of the Bar Vocational Course pur autre vie /pur ';):tf;l'vi:1 estate granted only for the life of someone other than the grantee quasi-security I'kwnzi sl'kjontil similar to security, except the creditor has actual ownership over the property while the debtor only has possession In case of default, the creditor can simply take back possession of the property Serves the same purpose as security, but is not recognised by the law as such quorum I'kw~):r;:,m! number of shareholders or directors who have to be present at a board meeting so that it can be validly conducted race relations I'rers n'lerJ;:,nzl social, political or personal connections with and between people with different distinguishing physical characteristics real estate I'ri:l [s'teitl land and any permanent things attached to it real property l'ri:I'prop;:,til land, including anything attached to it reasonable reliance /'ri:z;:,n;:,b;:,1 n'lal;:,nsl dependence on a contract which is considered fair, sound thinking or common sense reasonably prudent person I'ri:z;:,n;:,bli 'pru:d;:,nt 'p3:s;:,nl (also reasonable person) fictitious person used as a standard for legal reasoning in negligence cases reciprocity /resr'prosltil refers to the practice of a country extending privileges to subjects of another country if its own subjects are extended the same privileges redundancy dismissal Irr'dAnd;:msi dls'mrs;:,11 (UK) termination of an employee's employment contract because their position ceases to exist (US layoff) Registrar of Companies l'red3Istra:r;:,v 'kAmp;:,ni:zl (UK) officer in charge of keeping the list of limited companies registered at the Companies House regulation iregju'le[J;ml order controlling through rules or restrictions rejection Irr'd3ekJ;:,n/ refusal to accept an offer release Irr'\i:sl to discharge a person from an obligation relevant market I'rel;)v;:,nt 'ma:kltl area in which effective competitive constraints may be imposed There may be two relevant markets in anti·competitive analyses: the product market and the geographic market It is determined by examining in which market an undertaking can raise prices above the competitive level without being unprofitable reliance damages Irr'lal;)ns 'dremrd3rzl compensation for losses incurred by the plaintiff due to his dependence on the contract being performed remaindermen irr'mernd;)m;:,nl person who is entitled to what is left of an estate after the life tenant dies and the parts of the estate that are handed down in his will are carved out remedy I'rem;)dil means of preventing, redressing or compensating a violation of a right rent Irentl payment made by a tenant to a landlord or landlady for the use of property respondent Ins'pond;:,ntl see defendant restitution damages irestl'tju:J;:m 'dremId3Izi compensation which is equal to the amount of money the breaching party received under the breached contract right /raltl interest that is recognised and protected by law right of fair use I'ralt ;:,v 'fe;:, 'ju:sl (US) defence to a claim of copyright infringement whereby permission from the artist is not required so long as usage of that artist's work is reasonable and limited (UK The concept of fair dealing is the closest equivalent; however, fair dealing is more restrictive than the US doctrine of fair use and in order to be protected, the use has to fall in one of several categories.) rights issue I'rarts 'IJU:, 'rarts 'lsju:1 offer to existing shareholders to purchase additional new shares in the company salaried partner I'srel;)ri:d 'pa:tn;:,'1 person who is a member of the law firm partnership and is paid by regular salary payments Sale of Goods Act I'serl ;)V 'godz 'rektl (UK) Act governing the sale of goods in the United Kingdom sale of substantially all assets I'serl ;)V sAb'strenJ;:,Jr ':):1 'resetsl form of acquisition whereby all or almost all assets and liabilities of a company are sold sale by sample I'serl bai 'sa:mp;:,11 sale by which the seller provides an example of the goods to the buyer which then leads to an understanding that the rest of the goods will be of the same standard as the example security Isr'kjurrtil property pledged in order to secure the fulfilment of a promise or loan security agreement Isr'kjurrti ;:,'gri:m;:,nti agreement whereby a person grants interest in his or her property to another as collateral in order to guarantee performance of an obligation International Legal English Second edition security interest ISl'kjonti 'rntr;:,stl any interest in property acquired by agreement or operation of law for the purpose of securing payment or performance of an obligation senior partner I'si:nj;) 'pu:tnJ'1 person who has been a partner of a law firm for many years (the exact number of years may differ in each firm); in some law firms, an official title given to some partners serve (a document on someone) IS3:vl to deliver a legal document to someone (which usually demands they go to a court of law or obey an order) sex discrimination /'seks cllskrrmr'nerJ;:,nl different treatment, usually awarding privileges to some and denying privileges to others, based on gender share consolidation I'Je;:, bnsolr'derJ;:,nl (UK) proportional exchange of existing shares in the corporation for a fewer number of shares, each with greater value (US reverse stock split) share subdivision I'Je;:, 'sAbdl,vl3;:,nl (UK) exchange of a multiple of new shares for each old share such that shareholdings are in the same proportion afterwards (US stock split) Sherman Act I'J3:I11:m 'rektf (US) US federal statute which was passed in 1890 and which prohibits interference with free competition and aims to limit monopolies and trusts Any agreement or combination which has the effect of restraining trade is prohibited under this statute shrink-wrap contract I 'JrrI) krrep 'kontrrektllicence agreement or contractual terms and conditions that appear on the outside packaging of an item Acceptance by the consumer is confirmed by the opening of the package Often used in the software industry sic ISlkl (Latin) thus single European market l's11)9;)1 jur;:,'pi:;)n 'mu:kltl established under the Single European Act, came into effect on January 1993; the core of the process of European economic integration, involving the removal of obstacles to the free movement of goods, services, people and capital between member states of the European Union small-claims court l'smJ:I'klelmz 'b:tl court that handles civil claims for limited amounts of money soft norms I'soft 'n:):mzl informal term referring to the many interpretative and non-binding statements, for example by treaty monitoring bodies, that can contribute to an understanding and greater compliance with the law sole practitioner I's;:,ol prrek'tIJ;)n;:,'1 lawyer who practises on his/her own solicitor Is;)'llSlt;:,'1 (UK) lawyer who is qualified to give legal advice and prepare legal documents solo practice I's;:,ul;:,u 'prrektlsl law practice with only one lawyer solvent I'solv;)nti able to pay one's debts special damages l'speJ;:,I'dremrd3lz1 (also consequential damages) damages that are awarded due to a particular wrong or particular circumstances special resolution l'speJ;:,1 rez;:,'lu:J;)nl resolution on major decisions of a company (such as changing the company's articles or reducing its share capital) at a general meeting that must be passed by a certain majority, usually 75% specific performance Isp;:,'slfrk p;:,'b:m;:,nsl when a court orders the breaching party to perform its part of a contract spin-off I'sprnofl distribution to shareholders of the shares of a subsidiary held by a parent company statute I'stretju:tl formal written law created by a legislative body such as a parliament, as opposed to a law created through the courts Statute of Frauds I'stretju:t ;:,v 'fr:):dzl piece of legislation whicrl declares that certain kinds of contracts, for example those regarding land, pending marriage and the sale of goods worth over a certain amount of money, will be invalid unless put into writing and signed by both parties The original statute was enacted in England in 1677 and serves as a basis for the US statutes statutory forms I'stretju:t;:,ri 'b:mzl forms required by law statutory lien I'stretju:t;:,ri 'Jr:nl security interest created by legislation due to the economic relationship between the debtor and the creditor stipulated damages l'stlpj;:,leltld 'dremld3rzl see liquidated damages strike Istrmkl collective action by workers in which they stop working as a protest against management actions subject matter l'sAbjekt 'm