Complete the article with word from a opposite

Linde
offers £138m to ease delay in BOC bid

Linde
has offered to pay BOC Group shareholders up to £138.4 million in
compensation if anti-trust

(1)
delay the German group’s

(2)
approach. In a move

designed
to allay fears that regulators could

block
Linde’s £8.2 billion (3) for

BOC,
the German suitor said that it would pay
up to 27p per ROC share
if it had not received
(4) clearance in Europe and America
by
July 26. The cash promise is supposed to partly cover the interim
dividend that BOC shareholders would have otherwise received around
July or August if their company had remained independent. Neither

Linde
nor BOC expect (5) objections

to
their proposed (6) , although they

have
given warning that the deal is unlikely to be completed until late
summer. They expect regulators to sign off on the deal by the end of
May.

The
Times

7.3
Steve
Jakes is answering a client’s enquiry about the rules on dealing
disclosure. Complete this extract from his email. Look ar A and В
opposite to help you. Pay artention ro rhe grammatical context.

Dear
Jan,

You
asked about dealing disclosure rules in takeovers. Below is a
summary of rule 8.3 of the

City
Code on Takeovers and Mergers, which everyone must (1)

or
risk disciplinary
action.

‘Under
the provisions of Rule 8.3 of the City Code on Takeovers and Mergers
(the «Code»), if any person is, or becomes, «interested»
(directly or indirectly) in 1% or more of any

class
of «relevant securities» of [the
offeror or
of] the
(2) company,
all

«dealings»
in any «(3) » of that company (including by means

of
an option in respect of, or a derivative referenced to, any such
«relevant securities»)

must
be publicly (4) by no later than 3.30 pm (London time) on the London

business
day following the date of the relevant transaction. This requirement
will continue

until
the date on which the (5) becomes, or is declared, unconditional as
to

acceptances,
lapses or is otherwise withdrawn or on which the «offer period»
otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire
an «interest» in «relevant securities» of [the

(6) or]
the
offeree company, they
will be deemed to be a single person for

the
purpose of Rule 8.3.’

Ov&r
+o
upu

How
are shareholders’ interests protected during takeovers in a
jurisdiction you are familiar with? In your opinion, are takeovers
adequately regulated, over regulated or under regulated?

For
information on takeovers in the UK, go to:
www.thetakeoverpanel.org.uk/.

Anti-competitive
behaviour

Competition
law

The
Competition Act follows Articles 81 and 82 of the European Community
(EC) Treaty
and is part of a body of law known as competition
law. Competition law regulates
anti-competitive conduct that
harms the market, such as excluding new competitors and
putting
up, or erecting, barriers to competition. It also covers abuse of a
dominant position,
for example by distorting competition or by
predatory pricing — when goods are sold ar less
than their cost
price to cut <

out
rival businesses I
^compctition
law; AmE: antitrust law

BrE:
abuse of a dominant position; AmE: abuse of monopoly power

Competition
inquiry

Steve
Jakes, a UK lawyer, is talking to a client about bow
anti-competitive practices and agreements are dealt with.

‘The
Competition Commission was established by the Competition Act 1998
and its procedures arc governed by provisions of the Enterprise Act
2002. Its purposes include carrying out inquiries into anticipated
and completed mergers, and market investigations which other
authorities, most often the government watchdog I the Office of Fair
Trading, or OFT) or the Secretary of State, refer to the Commission.
When a merger inquiry or market investigation reference — popularly
known in rhe media as a referral — is made, the Chairman selects
members, including appropriate specialists, to serve on the three to
five-person group that will conduct the inquiry. Procedures arc in
place ro ensure that conflicts of interest are avoided. An
administrative timetable is drawn up for rhe inquiry and published
on the Commission’s website. Merger inquiries can take over six
months and market investigations up to two vears.’

BrE:
anti-competitive practices and agreements; AmE: restraint of trade

Information
gathering, hearings, and remedies

Tor
inquiries and investigations, information is collected from a range
of sources. Parties are compelled to submit documents and the
Commission can impose a monetary penalty for non-compliance with its
requirements. It constimtes an offence to alter, suppress, or
destroy doc’umcnts, or to intentionally provide false or misleading
information. Hearings are normally held privately with one parry at
a time, although public and joint hearings are possible.

The
Commission has regulatory powers under the Act to make and implement
decisions and decide on remedies. Before there can be any remedial
action, however, rhe group must reach a two-thirds majority that
there is an anti-competitive outcome, such as a substantial
reduction in competition resulring from a merger or an adverse
effect on a market. The final report will contain remedies for
implementation through agreed undertakings — that is, binding
promises — or imposed orders which are monitored by the OFT.
Undertakings and orders are enforceable in rhe courts by civil
proceedings. Appeals by an aggrieved party — one who disagrees with
the decision of the Committee — may be made to the Competition
Appeal Tribunal.»

Choose
the correct phrase in brackets to complete the senrences. Look ar В
and
С
opposite
to help you.

1. Not
   supplying documents requested by a competition inquiry can lead to
   (enforceable order-. / conflicts of inreresr / a monetary penalty).

2. The
   inquiry group must reach a majority decision that there has been
   anti-competitive conduct which has led to (remedial action / an
   adverse effect / misleading information) on a market.

3. Remedies
   decided by the Commission can be implemented through (aggrieved
   parties / agreed undertakings / adverse effect).

Complete
the article. Look at А,
В
and С
opposite to help you. Pay attention to the grammatical context.
There is more than one possibility for one of the answers.

Supermarket
competition inquiry may break stranglehold of big four

(a) Supennarkets
may be forced
lo sell off development sites and
scale back
expansion plans after
the Office of Fair
Trading
yesterday
signalled a full scale competition

(1)

into the UK’s

«big
four» grocers.

(b) The
OFT said supermarkets
had driven through price cuts and
seemingly
improved quality and
choice — but there was evidence they

had
also erected (2)

to
keep oul new players and their move into convenience stores could

(3) competition
and

(4) consumers.

(c) The
(5) now

intends
to (6) the

big
four — Tesco. Asda. Sainsburys ■asid АЛатаик»
— &r a
Cstopeli’tiea

Commission
inquiry which could last two years. The four cliains account for
nearly 75% of the £95bn UK grocery market, wilh Tesco speaking for
more than 30%.

(d)
The OFT highlighted several areas of concern, including the way
supermarkets sell nearly 3,000 popular products at below COS)
price
and use local price cuts and promotions lo put pressure on smaller

(7) It
also focused

on
the stores’ i ncreasing buying power, which they can use to drive
down the prices paid to suppliers.

(c)
The OFT also wants a full

(8) into
the grocers’

«landbanks».
The supermarket have acquired hundreds of development iites. лмч
M
«йюУ.
die- OFT
mi
may have been acquired solely to prevent a rival opening a store.

(0
The (9) to the

commission
is a victory for small shopkeepers, who have led the campaign for an
inquiry into the big tour’s domination. The decision represents a
U-turn from last summer, when the OFT said there were no grounds for
a competition inquiry.

(g)
Yesterday OFT chief executive John Finglcton said he had fresh

evidence
of (10)

concerns,
uncovered by new

(ID

the
Enterprise Act 2002, which

(12) the
supermarkets

to
hand over documents.

The
Guardian

28.3
Which
paragraphs (a-g) from the article above allege evidence of:

1. predatory
   pricing?

2. anti-competitive
   conduct? (two paragraphs)

3. abuse
   of a dominant position? (two paragraphs)

Look
ar A opposire to help you.

What
procedures are in place to check anti-competitive conduct in a
jurisdiction you are familiar with? How effective are they? Describe
a recent case as if to a foreign colleague.

For
information on UK competition law, go to:
www.competition-commission.org.uk/
and www.oft.gov.uk/.
For information on EU competition policy, go to:
http://ec.europa.eu/comm/competition/index_en.html

Tort
1:
personal
injury claim

Tort

A
tort is a civil, not criminal, wrong, which excludes breach of
contract. A tort entitles a person injured by damage or loss
resulting from the tort to claim damages in compensation. Tort law
has been built upon decisions made in reported court cases. Torts
include, for example:

• negligence
  — the breach of a duty of care which is owed to a claimant, who in
  consequence suffers injury or (a) loss;

• trespass
  — direct and forcible injury, for example if person A walks over
  B’s land without lawful justification or A removes B’s goods
  without permission;

• defamation
  — publishing a statement about someone which lowers rhe person in
  rhe opinion of others. This is known as libel when in a permanent
  form, and slander if it is in speech;

• nuisance
  — for example if A acts in a way which prevents В
  from the use and enjoyment of his land.

In
the case of product defects causing damage or harm to consumers,
strict liability, that is, legal responsibility for damage
independent of negligence, is imposed on producers and suppliers by
the Consumer Protection Act, which puts into effect a European Union
Product Liability Directive.

Note;
claimant — formetly known as plaintiff (England and Wales) and
pursuer (Scotland) Client
briefing notes — personal injury claims

One
of the clients of a large regional law firm is ‘Get Fit’, a chain of
fitness centres. Below is an extract from draft briefing notes
prepared by the law firm, intended to inform the managers of ‘Get
Fit’ of the potential cost in the event of a successful personal
injury claim in negligence following an accident at one of their
centres.

A
person who has sustained
an injury at
the centre and who believes that they may have a claim
against the
company (‘Get Fit’) will usually seek advice to assess whether the
likely level of damages, i.e. the financial compensation that may be
awarded, is sufficient to justify
the risk of
pursuing
a claim.

The
amount of damages, known as the quantum,
is
usually made up of two aspects.

.
General Damages are
paid to compensate
the claimant, that
is, the person making the claim, for the pain
and suffering resulting
from the injury and for the effect this has on their life. These
damages arc difficult to assess and guidelines ате
published by the Judicial Studies Boaid. You may hear these being
referred to as the JSB guidelines. Reference is also made to the
level of damages
awarded by
courts in similar cases.

.
Special Damages are
calculated more objectively as these consist of claims for the past
and future financial
loss to
the claimant. This typically includes loss
of earnings, in
addition to the cost of care and necessary equipment required as
a result of the
injury.

In
some cases, when liability
is
admitted,
it
may be appropriate to make
interim payments on
account of the full award. For instance, the claimant may be
undergoing
a
course of medical
treatment. This
will fall into the special damages category and payment can
therefore be made before the final
claim is
settled.

29.1 Complete
rhe definitions. Look at A opposite to help you. There is more than
one possibility for
one of the answers.

1. —
   a breach of duty towards other people generally

2. —
   financial compensation for loss or injury

1. —
   physical or economic harm or loss

2. —
   person
   who makes a claim

5
—
making public a statement which harms someone’s reputation

6
— total legal responsibility for an offence which has been
committed

1. —
   an
   interference wirh private property

2. —
   spoken statement which damages someone’s character

29.2 Complete
the table with words from A and В
opposire and related forms. Put a stress mark in
front of the
stressed syllable in each word. The first one has been done for you.

Noun	Adjective
‘slander	‘slanderous
defamation
libel
liability
injury

Complete
this letter regarding a personal injury claim at a ‘Get Fit’ fitness
centre. Look at A and В
opposite to help you. Pay attention to the grammatical context.
There is more than one possibility for three of the answers.

Dear
Sirs

Our
client: Ms Paula Kosmaczewski

Re:
Accident at Rothbury ‘Get Fit’ fitness centre on 8 March 2007

.
that
took place as a

We
are instructed by the above-named client with regard to a personal
(1)

result
of an accident in your Rothbury fitness centre on 8 March.

We
are instructed that the circumstances of the accident were that our
client was running on an exercise

machine
when the rotating track stopped abruptly and she fell forward and
(2) an injury to

both
her right shoulder and right knee. A member of the centre’s staff
was summoned by another centre user. The staff member assisted our
client. Another member of staff said that the running machine had
not been maintained recently. Our client was assisted by centre
staff to a taxi and went home. On the 30 March our client consulted
her doctor because of the pain and restricted movement in her
shoulder and knee as a result of the accident. Her doctor referred
her to the hospital for specialist examination and treatment. Our
client is still

(3) medical
treatment and has recovered 80% but is advised by medical
consultants that she is

unlikely
to recover 100%.

Our
client is self-employed as a freelance musician. As a result of the
accident she was unable to fulfil ten weeks
o1 contracted work
and has (4) a loss of (5)

As
you are aware, under section 2 of the Occupiers’ Liability Act 1957
the occupier of the premises

(6) a
duty of (7) to all visitors to keep the premises and equipment
reasonably

safe.
Our client’s accident results from a failure to keep equipment safe
and a member of staff (8)

liability.
Our client has a valid (9) against you in (10)

Over
+o
ipu

Describe
the liability of a client who owns a leisure or sports centre to
users of the centre in a jurisdiction you are familiar with, as if
to a colleague from a different legal jurisdiction.

Tort
2: clinical negligence

Clinical
negligence practice

David
Jones specialises in clinical negligence at a regional firm,
Jameson’s. Katrina MacLellan is a 3rd year law student who is
undertaking a summer work placement in the litigation department at
Jameson’s. David is describing his practice to Karrina.

David:
At Jameson’s, claimants instruct us, that is to say, individuals
come to us, to get an idea of whether they have a potential claim,
to find out how strong, their claim is, and what the process will
involve. Depending on that advice, they may then instruct us to
pursue the claim on their behalf. The likely amount of damages has
to be enough to cover rhe cost of investigating a claim.

Karrina:
How do individuals finance this legal work? Isn’t it very expensive?

David:
Yes, it can be. I’m always very careful to give clients a fee
estimate at the outset. Initially this will just be for rhe cosr of
exploring the claim. This will involve obtaining the client’s
medical records from the relevant general medical practice or
hospital. I usually go through these before instructing an
independent expert to prepare a report. The department keeps a
register of experts which we use for an impartial, that is,
unbiased, opinion. Some clients may have legal expenses insurance or
may qualify for Public Funding and others may have to fund
themselves. In those cases we usually agree a payment schedule with
rhe client. If we do pursue the claim this is usually on a
conditional fee basis, that is, ‘no win no fee’, so there is an
clement of risk involved.

Karrina:
What does the success of a claim depend on?

David:
Well, obviously the basis is rhar rhe claimant has sought medical
advice or

treatment
and believes that as a result of that advice or treatment their
health has suffered. We have ro show that there is a causal link
between the two things — that there is causarion.

The
second essential leg is rhar there has been an element of
negligence. Sometimes this involves extremely complicated evidence.
Basically, we need to demonstrate that the course of action or
advice given by the doctor in the case in point would not be that
advised by a similarly experienced and reputable-body of
practitioners. As you can imagine, the role of rhe expert in all of
this is extremely important. We rely upon them to explain how the
action of the defendanr has adversely affected the outcome for the
patient.

The
other extremely important point is that the claimant must bring the
claim within the limitation period. This is usually within three
years of the event, although this may be extended if the case
involves a child or the claimant has a mental disability.

BrE:
conditional fee basis; AmE: contingency fee basis

30.1
Replace
the underlined words and phrases with alternative words and phrases
from A opposite. There is more than one possibility for three of the
answers.

1. We
   have to decide whether there is a possible
   case.

2. Has
   the treatment negatively
   influenced the health of the client?

3. We
   look for someone who can give an unprejudiced
   point of view.

4. It’s
   essential that we’re able to establish a
   connection
   between treatment and the negative effect upon the client.

5. Once
   the case has been explored we decide whether to start
   an action.

6. We
   have to estimate the probable
   costs of the action.

7. Clinical
   negligence cases may be charged to clients in
   proporrion to the damages recovered.

8. In
   this instance,
   the claim would be within the limitation period.

The
firm a payment

schedule
with rhe client.

30.2
Complete
the sentences with verbs from A opposite. Pay attention to the
grammatical conrexr.

6

The
solicitor rhe clients a

fee
estimate.

The
firm the clair

We the
claim

on
a conditional fee basis.

The
action of the defendant

has
adversely the

outcome
for the patient.

The
claimant musr

rhe
claim within rhe limitation period.

.
the
client’s

The
solicitor

An independent expert.
a report.

medical
records.

The
department a

register
of experts.

30.3
Change
the spoken statements in 30.2 to passive forms more typical of
formal written

F.nglish,
when the focus is on the actions and processes rather than the human
agent. The first one has been done for you.

1
~^.^1Ш.Ш!М^Ж^^ШШ!1.)^.^^^&^Тл

How
would you advise a foreign client in English who claims that their
health has suffered because of medical treatment in a jurisdiction
you arc familiar with?

Forming
a contract 1

Basic
principles

The
basic principles or contract law in the English system arise from
established custom and rules and arc fundamental to all areas of law
in practice. Reference is made to these principles in drafting and
interpreting the provisions of any legal agreement, such as a lease,
a loan agreement, a sales agreement, a consultancy agreement, a hire
purchase agreement, a hire contract, or a service contract, etc. The
principles of contract law will determine whether and at what point
a binding agreement has been made between the parties concerned.

Note:
The words contract and agreement are interchangeable in the examples
above. For example, a loan agreement / loan contract.

Formation
of a contract

Formation
of a contract requires the presence ol four essential elements:

■ Offer

The
contract must contain the basic terms of the agreement and he
capable of acceptance without further ncgoriarion. This does not
mean that the initial communication between parties will in itself
constitute an offer. For example, in an auction situation, the
seller, known as the vendor, may make an invitation to treat —
invite an offer — by setting out the conditions of sale (for example
when payment will be made) with the exception of the price. The
offer is submitted by rhe purchaser, who offers to purchase at a
specified price and will usually incorporate the terms ol the
invitation to treat into his/her offer.

■ Acceptance

There
must be an unqualified agreement to proceed on the basis set out in
the offer and ir musr be communicated to the offeror — rhe person
making rhe offer — in order to be effective. If the offeree — the
person receiving the offer — states that he or she accepts the offer
subject to contract, that is, some variation of the terms, then no
contract is formed. This would be a qualified acceptance, which
consrirures л
counter offer.

Issues
may arise as to whether the acceptance has been communicated. Two
rules derermine this:

• The
  reception rule applies ro instantaneous forms of communication, for
  example telephone calls. The contract is said to be formed when rhe
  acceptance is received by the offeror.

• The
  postal acceptance rule, where there is a delay between the
  communication being sent and received, for example by post. Ihe
  contract is formed when the acceptance is sent by the offeree.

To
avoid uncertainty, the offeror may specify the method and timing ol
acceptance. Agreemenr on essential terms, for example price and
delivery, musr be certain лпс1
not vague.

■ Consideration

For
a contract to be enforceable something of value must be given, for
example a price, even if it is of nominal value, say £
1.

■ Intention

It
is assumed that contracting parties intend to create legal
relations, particularly in commercial circumstances, this is,
however, a rebuttal presumption — an assumption that can be
contradicted — if there is contrary evidence.

31.1
Complete
the conversations with the correct legal agreement from A opposite.

We
rented a car for a week in Austria.

What
did the (I)

cover?

The
office’s windows arc always ditty. I want them cleaned regularly by
a firm of window cleaners.

You’ll
need a good

(2)

I
want
to buy a new car but we can’t afford to pay the whole price at
once. I’m going to pay in monthly instalments.

You’ll
need to check the interes

(3)

rate
on rhe

We’re
going to be living in London for about 18 months, so we’re going ro
rem a flat.

I’m
going to have to borrow a large sum of money for about three years.

Make
sure you get a reasonable

(4)

Try
to get the best (5)

von
can from vour bank.

31.2
Make
word combinations from R opposite using words from the box.

contrary

parries

counter
otter

essential

uncertainty

conditions
ot

contracting

evidence

avoid sale

terms contract

subject
to rebuttal

qualified

acceptance

presumption

31.3
bind
answers to these FAQs from a law firm’s website. Find reasons for
your answers in В
opposite.

1 Building
work started on a major construction project before all the elements
of the contract had been agreed. Both parties expected that reaching
an agreement would not be a problem. However, final agreement was
never reached and eventually the claimants stopped work and claimed
for work done. The defendants counter-claimed for the breach (break)
in the contract.

Under
English law, was there a contract?

2 Helena
applied for shares in a company. The shares were allotted to her and
a notice of allotment was posted to her. It never arrived.

Under
English law, had she become a shareholder or not?

3 Two
women went regularly to bingo sessions together and had an
arrangement to share whatever they won. One of them won a bonanza
(extra) prize of £1,107. She claimed it was not covered by the
sharing arrangement.

Under
English law, was their agreement legally binding?

Over
+o ipu
щ^^^ШШШ^^ШШ^^^ШШ^^^Ш^^Л

What
would be the answers to the questions above in a legal system you
are familiar with? What other legal issues might arise? What are the
basic elements of a contract in a jurisdiction you are familiar
with?

To
look at a recent law report on a contract dispute concerning offer
and acceptance, see: Pickfords Ltd v Celestica Ltd [2003] EWCA Civ
1741 at: www.bailii.org/databases.html

Forming
a contract 2

Form
of contract

A
binding contract musr be:

• in
  the form required by the law;

• between
  parties with the capacity to contract — that is, legally capable to
  contract — or made by agents or representatives of the contracting
  parties with the authority to act.

It
should be:

■ enforceable
in the event that one of rhe contracting parties fails to perform
the contract. It may be:

W
made
in writing;

• made
  orally:

• implied
  from conduct, that is, by rhe behaviour of the conrracring parries.

However,
rhe law does require that some agreements arc made in writing. This
is usually because registration is required for the agreement to be
effective and the relevant registry requires a written agreement.
Examples of agreements to be made in writing include:

Ш contracts
for the sale of land:

Ш contracts
of guarantee;

• contracts
for transfer of shares;

■ contracts
which must be made by deed, for example a lease for more than three
years.

A
simple contract requires consideration — the price in exchange for a
promise ro do something — and becomes effective on execution,
generally when it is signed. In contrast, a contract by deed does
not require consideration. A deed has different formal execution
requirements depending on the contracting parties. For example, a
deed may need to be affixed with a seal — a printed company sump —
ii
one
party is a limited company. Common law requires that a deed is
delivered. This determines rhe dare from which the parties are
bound. It musr be clear on the face of a deed rhar ir is executed by
the parties as a deed. Deeds may contain standard wording about
execution, for example:

This
document is executed as a deed and is delivered and has effect at
the date written at the beginning of it.

Void
or voidable or unenforceable contracts

Sometimes
a contract may be defective and may consequently be void or voidable
or unenforceable.

A
contract may be void — that is, no contract exists — if one, or
both, of rhe parties is not recognised in law as having legal
capacity to consent to a contract, for example minors — young people
under 18 — or persons with certified mental incapacity.

A
contract is voidable, that is, it may be avoided, or cancelled, by
one of the parties if there is some defect in its formation. For
example, if the contract for the sale of land is nor in writing, rhe
parries can either ignore rhe defect and treat the contract as fully
binding, or one of the parties can use the defect as a means for
setting the contract aside.

Some
contracts may be neither void nor voidable bur cannor be enforced in
a court of law, for example payment of a gambling debt. Lapse of
time may render a contract unenforceable. Ihe limitation period for
a legal action brought under a deed is usually 12 years from rhe
date of occurrence of the cause of action. An action on a simple
contract is barred from being raised after six years.

32.1 Replace
the underlined words and phrases in
a solicitor’s conversation
with his client with
alternative words and phrases from A
opposite. Pay
attention to the
grammatical
context. There is more
than one possibility tor two of the
answers.

Solicitor:
Does she have the (1)
power
to acr as

his
agenr in this agreement? Client: Yes, she’s acting on
his
behalf. Solicitor: You understand that you can’t rely on

an
oral agreemenr. The conrract needs

to
be (2) on
paper.
When do you want

the
contract
to (3) come
into operation?
Client:
They
want the deed (4) signed,
sealed

and
delivered
by 31 July. We’ve had

some
problems in the past with suppliers

lerring
us down. Can you make sure

this
contract will be (5) binding?
Solicitor: We’ll use a (6) recognised
set of words
stating that the provisions are legally

binding
in the agreement we draw up for you.

32.2 Complete
the sentences with words from the box. Look at
Л
and В
opposite to help you.

barred	delivered	performed required	bound	enforced	recognised
brought	executed	rendered treared	consented	implied	set aside

1. The
   contract was unenforceable after 12 years.

2. The
   contract was technically voidable but the parties it as binding.

3. Because
   of the limirarion period, you are from bringing an action.

4. The
   other parry has ro rhe terms of rhe contract.

5. The
   contract was by the court because it was defective.

6. Although
   there was no written agreement, the court decided the conduct of
   the parries a conrract.

7. Registration
   of the transfer of land is by the law.

32.3
Complete
the definitions. Look at В
opposite to help you.

1. —
   time when an actionable event happened

2. —
   amount of time which is available for someone to

start
legal proceedings

3
— rhe passing of a period of years

What
agreements must be made in writing in a jurisdiction you are
familiar with? What sort of problems can arise? How are they dealt
with?

To
look at recent law reports on failure to execute a formal contract,
see Bryen ft Langley Ltd v Boston [2005] EWCA Civ 973 and Harvey
Shopfitters Ltd v ADI Ltd [2003] EWCA Civ 1757 at:
www.bailii.org/databases.html

Structure
of a commercial contract

Structure
of a commercial contract

Most
written contracts have a similar structure consisting of certain
essential clauses, irrespective of the subject matter of the
contract. The general pattern of paragraphs can be:

Heading

For
example, ‘Distribution Agreement’.

Commencement
and Date

Usually
a commercial contract contains a brief introduction which describes
the nature of the agreement, for example ‘This Agreement for the
sale of or ‘This Share Agreement …’. The commencement clause will
state the date on which the provisions,
or
conditions of the contract, are to come
into effect. The
date is usually inserted in the relevant space at
completion —
the last stage in the formation of a contract.

Parties

The
full details of parties are set out. In the case of a company, the
registered number is included. This remains unchanged during the
life of the company despite
any
changes of name or registered office.

Recitals

Also
known as Background
or
Preamble.
These
paragraphs are traditionally introduced by the word WHEREAS
(conventionally,
key words are in capital letters or have an initial capital). The
recitals consist of a statement of background facts and the reasons
why parlies are to enter
into the contract. Related
or preceding
transactions may
be referred to. If a later dispute
arises
concerning
the
operative part, the recitals may be used to determine
construction, that
is, interpret intentions.

Operative
provisions

Often
introduced by the expression ‘The
Parties Hereby Agree as follows …’
or similar words, for example ‘Whereby
it is Agreed as follows …’.
These words signal the start of the operative part of the contract,
containing various clauses which create
rights and obligations, or
create and transfer interests in property. Operative provisions in
more complex agreements may refer to more detailed Schedules
(sec
below).

Definitions

This
section states the meaning to be attributed
to terms
essential to the contract — the defined
terms. Most
defined terms are conventionally given capital initial letters, for
example Security Documents or Completion Date. In
the absence of a
definition, words within the contract will be given their ordinary
and natural meaning.

Другие языки

6.4 straight. Complete the dialogue with a word or phrasal verb from the opposite page in each gap. A: Don’tl bother to cook dinner tonight. B: Why not? A: We could go out 2 of eating here. B: Yeah. Where? A: Well, I’d like to try that new Korean restaurant. B: That’s miles away. No, I think I’d rather 3 and have an 4 night. A: But it’s Friday. B: Yes, I know, but I’m tired. Why don’t we ask Ryan and Charlotte to 5 ? You don’t have to cook, we can order a . And we can have a nice 7 round the dining table; much better than a noisy restaurant. помогите срочно умоляю ​

Ответ:

A: Don’t 1) bother to cook dinner tonight.

B: Why not?

A: We could go out 2) insted of eating here.

B: Yeah. Where?

A: Well, I’d like to try that new Korean restaurant.

B: That’s miles away. No, I think I’d rather 3) stay in and have an 4)early night.

A: But it’s Friday.

B: Yes, I know, but I’m tired. Why don’t we ask Ryan and Charlotte to 5) come around? You don’t have to cook, we can order a 6) takeaway . And we can have a nice 7) chat round the dining table; much better than a noisy restaurant.

Перевод:

A: Не надо 1) готовить ужин сегодня вечером.

Б: Почему нет?

A: Мы могли выйти куда-нибудь 2) вместо того, чтобы поесть дома.

Б: Да. А куда?

A: Ну, я хотел бы попробовать новый корейский ресторан.

Б: Это далеко. Нет, я лучше 3) останусь дома и 4) рано лягу спать.

А: Но сегодня пятница.

Б: Да, я знаю, но я устала. Почему бы нам не попросить Райана и Шарлотту 5) прийти? Не нужно готовить, мы можем заказать 6) еду на вынос. И мы можем приятно 7) поболтать за обеденным столом; намного лучше, чем в шумном ресторане.

Task 1

Match the words with their opposites. Then write a sentence with each word combination.

1. huge

A. patiently

2. unimportant

B. ability

3. impatiently

C. valuable

4. excluded

D. significant

5. inability

E. ugly

6. beautiful

F. private

7. responsible

G. included

8. public

H. irresponsible

9. worthless

I. tiny

Task 3

Complete the text with the given words.

landscapes, watercolours, exhibition, skilled, drawings, still lifes, portraits, oils, display, techniques

Last weekend, my friend Larry and I went to an art 1. _______________. There were a variety of paintings and 2. _______________ on 3. _______________. There were true-to-life 4. _______________ of famous people, beautiful 5. _______________ of waterfalls and valleys, and also 6. _______________. For landscapes, most artists used 7. _______________, but some of them worked in 8. _______________. 9. _______________ artists use interesting 10. _______________ to show the shadows.

Task 4

Fill in the gaps with comparatives and superlatives.

By far, this drawing is _________________ (valuable) in my collection.
This gallery is _________________ (busy) one I’ve ever been to!
The colours on this painting are _________________ (warm) than on that one.
That was the _________________ (bad) technique I’ve ever seen.
Lorna is _________________ (talented) sculptor I’ve seen. She makes sculptures out of clay.
The lines in Picasso’s pictures were drawn much _________________ (accurately) than I expected.
Which of these two vases do you find _________________ (good)?
I think that painting with watercolours must be _________________ (difficult) than painting with oils.
You should study _________________ (carefully) to improve your skills.
This picture is _______________ (great) I’ve ever seen.

Exercises . I What type of disaster from the list at A opposite are these sentences about? Why? Example: The lava flow destroyed three villages. volcano; lava is the hot rocks and metal 1 The earth is cracked and vegetation has withered. 2 The tremor struck at 3.35 p.m. local time. 3 People had boarded up shops and houses during the day before, and stayed indoors. 4 Shelling and mortar fire could be heard all over the town. 5 Witnesses said they saw a fire-ball fall out of the sky. 6 People were-stranded in the upper floors and sometimes on the roofs of their homes, unable to move about. .2 Complete the missing items in this word-class table, using a dictionary if necessary. Where there is a dash (-), you do not need to write anything. ver 6 noun: thing or idea noun: person …………………………… explosion — ……………………………………. …………………………… survivor …………………………… injure ……………………………………. …………………………… starve ……………………………………. ……………………………………. erupt — In these headlines, say whether the situation seems to be getting worse or better, or whether a disaster has happened or has been avoided/prevented. Poison gas 1 c s p r e a d s Oil slick rice? 1 2 AIDS time- 4 All survive jumbo gg ticA & ;lood not heeded warnings in time 8.4 Fill the gaps with a suitable word from B opposite. Try to work from memory. …………………………… 1 Another 50 people died today, yet more of this terrible famine. ………………………….. 2 The government has agreed to allow 3,000 trying to escape the civil war to enter the country. ………………… 3 It was the worst road accident the country has ever seen, with over 120 …………………………… 4 A: Were there any when the ship sank? B: I’m afraid not. …………………………… …………………………… 5 The and were simply left lying on the battlefield; it was a disgrace. Which diseases are we talking about? Try to do this from memory. 1 One that can be caused by a mosquito bite. 2 One that leaves the skin badly deformed. 3 One you can get by drinking infected water. 4 One you can get from an animal bite. 5 One that makes the skin go yellow. English Vocabulary in Use 7 7