Lexico-semantic characteristics of business letter correspondence

"As between us" It is useful, because people are always forgetting or neglecting to mention that a great many interests may be involved in what appears to be simple dialogue. "I reserve control over..." and "You have the final power of decision over..." sound like division of something into spheres, but frequently "I" am in turn controlled by my investors and "You" - by a foreign parent company, making the language of division inaccurate. Neither of us really controls anything, at least ultimately.

Thus it will be useful to say, "As between us, I control..." and so on.

"Spanning" Time periods are awkward things: "...for a period commencing August,1 and expiring November,15..." is clumsy; "...from August,1 to November,15..." is skeletal when informing how long a contract obligation endures.

But during particular time periods one may be reporting for work, for example, three days out of every five, or doing something else that is within but not completely parallel to the entire time period involved.

A happy solution is the word "Spanning". It goes this way:

"Throughout the period spanning August,1 - November,15 inclusive you will render services as a consultant three days out of every five."

It will be useful to put "inclusive" at the end for without it you may lose the date, concluding the period being spanned.

"Negotiate in Good Faith" The negotiators have worked until late at night, all points but one have been worked out, the contract will never be signed without resolution of some particular impasse. What is there to do?

Agree to "Negotiate in Good Faith" on the disputed point at later time. This is done frequently, but make no mistake about the outcome. The open point remains open. If it happens to be vital you may have no contract at all. "Negotiate in Good Faith" is one of those evasions that must be used sparingly. At the right time it prevents collapse, at the wrong time it promotes it.

"Confirm" It suggests, of course, that something has been agreed upon before. You are writing now only to make a record of it. "I write to confirm that you admit substantial default in delivery" Frequently we encounter it in ordinary correspondence: "Confirming your order", "Confirming the main points of our agreement", and so on.

"Furnish" It is a handy word which usefulness lies in the avoidance of worse alternatives. Suppose you transact to deliver a variety of elements as a package.

"Deliver" leaves out, even though it may well be implied, the preliminary purchase or engagement of these elements, and at the other end it goes very far in suggesting responsibility for getting the package unscathed to where it belongs.

Alternatives also may go wrong, slightly, each with its own implications.

"Assign" involves legal title; "give" is lame and probably untrue; "transmit" means send.

Thus each word misses some important - detail or implies unnecessary things.

"Furnish" is sometimes useful when more popular words fall short or go too far. It has a good professional ring to it as well:

"I agree to furnish all of the elements listed on Exhibit A annexed hereto and made part hereof by incorporation."

Who is responsible for non-delivery and related questions can be dealt with in separate clauses.

"Furnish" avoids jumping the gun. It keeps away from what ought to be treated independently but fills up enough space to stand firm.

The word is good value."Right but Not Obligation" One of the most splendid phrases available. Sometimes the grant of particular rights carries with it by implication a duty to exploit them. Authors, for example, often feel betrayed by their publishes, who have various rights "but do nothing about them." Royalties decrease as a result; and this situation, whether or not it reflects real criminality, is repeated in variety of industries and court cases. Accordingly it well suits the grantee of rights to make clear at the very beginning that he may abandon them. This possibility is more appropriately dealt with in separate clauses reciting the consequences. Still, contracts have been known to contain inconsistent provisions, and preliminary correspondence may not even reach the subject of rights. A quick phrase helps keep you out of trouble: "The Right but Not Obligation". Thus,

"We shall have the Right but Not Obligation to grant sublicenses in Austria"("But if we fail, we fail").

Even this magic phrase has its limitations because good faith may require having a real go to exploiting the rights in question. Nevertheless "Right but Not Obligation" is useful, so much so as to become incantation and be said whenever circumstances allow it. I the other side challenges these words, it will be better to know this at once and work out alternatives or finish up the negotiations completely.