Lexico-semantic characteristics of business letter correspondence

I am going to look through the first two since the third and the fourth are related only to the field of law. A typical first stage of contract is two or more people having drink and talking about future dealing. A second phase might be letters written in order to work out an agreement.

In these two early stages it will be helpful to know something about rules of contract. But what rules? Different nations borrow or create different legal systems, and even within a single country the rules may vary according to region or the kind of transaction involved.

It is worth knowing that the distinctions in legal system of England are mainly historical.

The history of writing business letters is undoubtedly connected with the history of development of legal language. English is in fact a latecomer as a legal language. Even after the Norman Conquest court pleadings in England were in French, and before that lawyers used Latin. Perhaps, some of our difficulties arise due to the fact that English was unacceptable in its childhood.

Contract in English suggest Anglo-American contract rules. The main point is always to be aware that there are differences: the way they may be resolved usually is a problem for lawyers. With contracts the applicable law may be the law of the place where the contract is made; in other cases it may be the law of the place where the contract is to be performed. It is specified in preliminary negotiations which system of law is to apply.

Diversity is characteristic feature of English; here is a wide range of alternatives to choose from in saying things, although the conciseness is sometimes lacking. Consequently, the use of English is a creative challenge. Almost too many riches are available for selection, that leads occasionally to masterpieces but more frequently to mistakes. English is less refined in its distinctions than French, for example, and this makes it harder to be clear.

That does not mean that English is imprecise for all things are relative. If we compare English with Japanese, we will see that the latter possesses enormous degree of politeness to reflect the respectiveness of speaker and listener as well as of addresser and addressee.

Here I cannot help mentioning the fact that as contracts are so unclear in what every side intends to do, a contract can sometimes put a company out of business.

Thus everybody who is involved in any kind of business should study thoroughly the complex science of writing business letters and contracts.

Business letters throught lexics

From the lexicological point of view isolated words and phrases mean very little. In context they mean a great deal, and in the special context of contractual undertakings they mean everything. Contract English is a prose organised according to plan.

And it includes, without limitation, the right but not the obligation to select words from a wide variety of verbal implements and write clearly, accurately, and/or with style.

Two phases of writing contracts exist: in the first, we react to proposed contracts drafted by somebody else, and in the second, which presents greater challenge, we compose our own.

A good contract reads like a classic story. It narrates, in orderly sequence, that one part should do this and another should do that, and perhaps if certain events occur, the outcome will be changed. All of the rate cards charts, and other reference material ought to be ticked off one after another according to the sense of it. Tables and figures, code words and mystical references are almost insulting unless organised and defined. Without organisation they baffle, without definition they entrap.

In strong stance one can send back the offending document and request a substitute document in comprehensible English. Otherwise a series of questions may be put by letter, and the replies often will have contractual force if the document is later contested.

A sampling of contract phrasesMy observations about English so far have been general in nature. Now it appears logical to examine the examples of favourite contract phrases, which will help ease the way to fuller examination of entire negotiations and contracts. a full glossary is beyond reach but in what follows there is a listing of words and phrases that turn up in great many documents, with comments on each one. The words and phrases are presented in plausible contract sequence, not alphabetically.

"Whereas" Everyman's idea of how a contract begins. Some lawyers dislike "Whereas" and use recitation clauses so marked to distinguish them from the text in the contract. There the real issue lies; one must be careful about mixing up recitals of history with what is actually being agreed on. For example, it would be folly to write: "Whereas A admits owing B $10,000..." because the admission may later haunt one, especially if drafts are never signed and the debt be disputed. Rather less damaging would be:

"Whereas the parties have engaged in a series of transactions resulting in dispute over accounting between them..."