Lexico-semantic characteristics of business letter correspondence

On the whole "Whereas" is acceptable, but what follows it needs particular care.

"It is understood and agreed" On the one hand, it usually adds nothing, because every clause in the contract is "understood and agreed" or it would not be written into it. On the other hand, what it adds is an implication that other clauses are not backed up by this phrase: by including the one you exclude the other. «It is understood and agreed» ought to be banished.

"Hereinafter" A decent enough little word doing the job of six ("Referred to later in this document"). "Hereinafter" frequently sets up abbreviated names for the contract parties.

For example:

"Knightsbridge International Drapes and Fishmonger, Ltd (hereinafter "Knightsbridge").

"Including Without Limitation" It is useful and at times essential phrase. Earlier I've noted that mentioning certain things may exclude others by implication. Thus,

"You may assign your exclusive British and Commonwealth rights"

suggests that you may not assign other rights assuming you have any. Such pitfalls may be avoided by phrasing such as:

"You may assign any and all your rights including without limitation your exclusive British and Commonwealth rights".

But why specify any rights if all of them are included? Psychology is the main reason; people want specific things underscored in the contracts, and "Including Without Limitation" indulges this prediction.

"Assignees and Licensees" These are important words which acceptability depends on one's point of view

"Knightsbridge, its assignees and licensees..."

suggests that Knightsbridge may hand you over to somebody else after contracts are signed. If you yourself happen to be Knightsbridge, you will want that particular right and should use the phrase.

"Without Prejudice" It is a classic. The British use this phrase all by itself, leaving the reader intrigued. "Without Prejudice" to what exactly? Americans spell it out more elaborately, but if you stick to American way, remember "Including Without Limitation", or you may accidentally exclude something by implication. Legal rights, for example, are not the same thing as remedies the law offers to enforce them. Thus the American might write:

"Without prejudice to any of my existing or future rights or remedies..."

And this leads to another phrase.

"And/or" It is an essential barbarism. In the preceding example I've used the disjunctive "rights or remedies". This is not always good enough, and one may run into trouble with

"Knightsbridge or Tefal or either of them shall..."

What about both together? "Knightsbridge and Tefal", perhaps, followed by "or either". Occasionally the alternatives become overwhelming, thus and/or is convenient and generally accepted, although more detail is better.

"Shall" If one says "Knightsbridge and/or Tefal shall have..." or "will have...", legally it should make no difference in the case you are consent in using one or the other. "Shall", however, is stronger than "will". Going from one to another might suggest that one obligation is stronger somehow than another. Perhaps, one's position may determine the choice. "You shall", however is bad form.

"Understanding" It is a dangerous word. If you mean agreement you ought to say so. If you view of affairs that there is no agreement, "understanding" as a noun suggests the opposite or comes close to it. .it stands, in fact, as a monument to unsatisfactory compromise. The softness of the word conjures up pleasing images. "In accordance with our understanding..." can be interpreted in a number of ways."Effect" Here is a little word which uses are insufficiently praised. Such a phrase as "We will produce..." is inaccurate, because the work will be subcontracted and the promise-maker technically defaults. Somebody else does the producing. Why not say "We will produce or cause to be produced..."? This is in fact often said, but it jars the ear. Accordingly "We will effect production..." highlights the point with greater skill.

"Idea" This word is bad for your own side but helpful against others. Ideas as such are not generally protected by law. If you submit something to a company with any hope of reward you must find better phrasing than "my idea". Perhaps, "my format" or possibly "my property" is more appropriate. Naturally, if you can develop an idea into a format or protectable property, the more ambitious phrasing will be better justified.