Lexico-semantic characteristics of business letter correspondence

"Exclusive" It’s importance in contract English is vast, and its omission creates difficulties in good many informal drafts. Exclusivity as a contract term means that somebody is -barred from dealing with others in a specified area. Typically an employment may be exclusive in that the employee may not work for any one else, or a license may be exclusive in the sense that no competing licenses will be issued.

Antitrust problems cluster around exclusive arrangements but they are not all automatically outlawed.

It follows that one ought to specify whether or not exclusivity is part of many transactions. If not, the phrase "nonexclusive" does well enough. On the other hand, if a consultant is to be engaged solely by one company, or a distributorship awarded to nobody else except X, then "exclusive" is a word that deserves recitation. "Exclusive Right but Not Obligation" is an example that combines two phrases discussed here.

The linking of concepts is a step in building a vocabulary of contract English.

"Solely on condition that" One of the few phrases that can be considered better than its short counterparts. Why not just "if"? Because "if" by itself leaves open the possibility of open contingencies:

"If Baker delivers 1,000 barrels I will buy them" is unclear if you will buy them only from Baker. Therefore what about "only if"? Sometimes this works out, but not always.

"I will buy 1,000 barrels only if Baker delivers them" is an example of "only if" going fuzzy. One possible meaning is "not more than 1,000 barrels" with "only" assimilated with the wrong word. Here then a more elaborate phrase is justified.

"I will buy 1,000 barrels solely on condition that Baker delivers them" makes everything clear.

"Subject to" Few contracts can do without this phrase. Many promises can be made good only if certain things occur. The right procedure is to spell out these plausible impediments to the degree that you can reasonably foresee them.

"We will deliver these subject to our receiving adequate supplies";

"Our agreement is subject to the laws of Connecticut";

"Subject to circumstances beyond our control ".

Foreign esoteric words

Every now and then a scholarly phrase becomes accepted in business usage. "Pro rate" and "pari passu" are Latin expressions but concern money. "Pro rata" proves helpful when payments are to be in a proportion reflecting earlier formulas in a contract. "Pari passu" is used when several people are paid at the same level or time out of a common fund. Latin, however, is not the only source of foreign phrases in business letters.

"Force majeure" is a French phrase meaning circumstances beyond one's control.

English itself has plenty of rare words. One example is "eschew"; how many times we see people struggling with negatives such as "and we agree not to produce (whatever it is) for a period of X". The more appropriate phrase would be

"we will eschew production".

But here it should be mentioned that not everyone can understand such phrases. Therefore rare words should be used only once in a long while. Those who uses them sparingly appears to be reliable.

Some words against passiveUntil now the study of writing business letters has consisted largely of contract phrases accompanied by brief essays evaluating their usefulness. The words are only samplings and are presented mainly to conduce writing business letters in a proper way. It will be wrong, however, to bring this list to an end without mention of a more general problem that arises in connection with no fixed word pattern at all. It arises, rather from using too many passives. Such phrases as "The material will be delivered";

"The start date is to be decided";

"The figures must be approved" are obscure ones leaving unsettled who it is that delivers, who decides, and who does the approving. Which side it is to be? Lawsuits are the plausible outcome of leaving it all unsettled. Passives used in contracts can destroy the whole negotiations. "You will deliver" is better for it identifies the one who will do delivering. Certainly, "must be approved by us" violates other canons. "We shall have the right but not the obligation to approve" is less unfortunate. There is no doubt that passives do not suit business letters, and if they go all the way through without adding something like "by you" or "by us" they are intolerable. Once in a long while one may find passives used purposely to leave something unresolved. In those circumstances they will be in class with "negotiate in good faith", which I've examined earlier.