For lawyers practicing in international contexts, mastering Legal English goes beyond standard vocabulary. Legal English often includes phrases and terms that carry specific meanings, contextually distinct from everyday English. This guide highlights essential phrases and terms every international lawyer should understand, providing definitions, examples, and explanations to help avoid common misinterpretations.
1. "Without Prejudice"
Meaning: This phrase is commonly used in correspondence to indicate that statements made within the document are not to be used against the sender in court. It preserves a party’s rights and allows for more open negotiation without fear that the content will later be admitted as evidence.
Example: “Without prejudice, we propose a settlement of $100,000 to avoid further litigation.”
Usage Tip: Use this phrase when negotiating or offering concessions, especially in settlement discussions, to ensure that your communications remain protected.
2. "Force Majeure"
Meaning: This term refers to unforeseeable events or “acts of God” that prevent parties from fulfilling contractual obligations. It typically includes natural disasters, war, or extreme governmental actions.
Example: “The contract shall be void if performance is prevented by force majeure.”
Usage Tip: Always clarify what qualifies as “force majeure” in your contracts to avoid disputes. Specificity can prevent disagreements over what constitutes an unforeseeable event.
3. "Reasonable Efforts" vs. "Best Efforts"
Meaning: “Reasonable efforts” and “best efforts” are standards often used to qualify the level of obligation in contracts. “Best efforts” suggests a more intensive level of effort, whereas “reasonable efforts” is a more flexible, less demanding standard.
Example:
Reasonable efforts: “The contractor will use reasonable efforts to complete the work by January 1.”
Best efforts: “The company will use its best efforts to achieve the project goals.”
Usage Tip: Use “reasonable efforts” when you want flexibility in obligations, and “best efforts” when the contract requires the highest level of diligence.
4. "Indemnify"
Meaning: To indemnify means to compensate someone for harm or loss, often seen in agreements where one party agrees to protect the other from specific liabilities.
Example: “The contractor shall indemnify the client against any claims arising from workplace injuries.”
Usage Tip: Be specific about the scope of indemnification in contracts to avoid broad obligations. Clearly outline what liabilities are covered and any limitations.
5. "Subject to"
Meaning: This phrase is used to denote that a certain condition or event must occur before a contractual obligation becomes enforceable. It often signals dependency on specific conditions.
Example: “The sale is subject to the approval of the board.”
Usage Tip: Use this phrase carefully to outline conditions in contracts. It can be used to make obligations contingent on certain events, thus offering protection if the condition isn’t met.
6. "Herein, Hereinafter, and Hereto"
Meaning: These archaic terms are often found in legal documents:
Herein refers to “in this document.”
Hereinafter means “from this point onward in this document.”
Hereto refers to “to this document.”
Example: “The parties hereto agree to the terms stated herein.”
Usage Tip: Although these terms are still commonly used, many legal professionals prefer plain English. Using simpler alternatives like “in this agreement” or “from now on” can improve clarity.
7. "Shall" and "May"
Meaning: In Legal English, “shall” is often used to impose an obligation, while “may” is used to express permission or discretion.
Example:
“The buyer shall deliver payment within 30 days.”
“The seller may terminate the agreement if payment is not received.”
Usage Tip: Be consistent with “shall” and “may” in contracts. Use “shall” for mandatory obligations and “may” for discretionary actions to avoid ambiguity.
8. "In Good Faith"
Meaning: Acting “in good faith” implies honesty, fairness, and sincerity in dealings. This standard is especially relevant in negotiations, contracts, and performance obligations.
Example: “The parties agree to negotiate in good faith to reach a settlement.”
Usage Tip: This phrase signals intention and integrity but can be vague if not clarified. In contract terms, define what “good faith” means in your specific context to prevent differing interpretations.
9. "Jointly and Severally"
Meaning: Often used in multi-party contracts, “jointly and severally” holds all parties accountable collectively and individually. Each party can be held responsible for the full performance of an obligation, not just their respective share.
Example: “The guarantors are jointly and severally liable for the debt.”
Usage Tip: Ensure all parties understand the scope of this term. It can have serious financial implications, as each party may be pursued individually for the total obligation.
10. "Liquidated Damages"
Meaning: This term refers to a pre-determined amount agreed upon by parties as compensation for breach of contract, often to avoid disputes over damages.
Example: “In the event of delay, the contractor shall pay liquidated damages of $500 per day.”
Usage Tip: Define liquidated damages in clear, specific terms. It helps to outline an amount that is reasonable and reflects estimated actual losses to avoid being deemed a penalty.
Conclusion
Understanding these essential terms and phrases is crucial for any lawyer working in an English-speaking legal environment. Familiarity with these terms not only improves clarity but also ensures precision in legal documents and negotiations. For international lawyers, improving proficiency in Legal English terms can enhance your confidence, credibility, and effectiveness in cross-border matters.
If you’re seeking to deepen your understanding of Legal English, Oxford Legal English College offers specialised courses designed for international legal professionals. Contact us to learn how we can support your professional development in Legal English.
Kommentarer