International Legal

English

English is the dominant language of international business relations, and a good

working knowledge of the language is essential for today’s legal or business
professional.
This book provides a highly practical approach to the use of English in
commercial legal contexts, and covers crucial law terminology and legal
concepts. Written with the needs of both students and practitioners in mind, this
book is particularly suitable for readers whose frst language is not English but
need to use English on a regular basis in legal contexts.
The book covers both written and verbal legal communication in typical
legal situations in a straightforward manner. In addition to chapters on the
grammar and punctuation utilised in legal writing, the book features sections on
contract-drafting and the language used in negotiations, meetings and telephone
conversations. It features a companion website which contains exercises
covering the majority of the topics covered in the book’s chapters.
This edition thoroughly revises and expands the content of the companion
website and contains updated examples, more detailed explanations of
problematic areas and an expanded section on writing law essays.

Rupert Haigh graduated from Cambridge University in English in 1992 and

qualifed as a solicitor in England in 1997. He holds an LL.M. in Public International
Law from Helsinki University and an MA in European Union Law from King’s
College London. He was involved in training legal professionals from 2002 until
2017 and now works as a freelance lawyer-linguist. For more information see
www.legaleditingruperthaigh.com.
International
Legal English
A Practical Introduction for Students
and Professionals

Sixth Edition

RUPERT HAIGH
Sixth edition published 2021
by Routledge
2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN

and by Routledge
52 Vanderbilt Avenue, New York, NY 10017

Routledge is an imprint of the Taylor & Francis Group, an informa business

© 2021 Rupert Haigh

The right of Rupert Haigh to be identifed as author of this work has been asserted by him in
accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.

All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form
or by any electronic, mechanical, or other means, now known or hereafter invented, including
photocopying and recording, or in any information storage or retrieval system, without permission in
writing from the publishers.

Trademark notice: Product or corporate names may be trademarks or registered trademarks, and
are used only for identifcation and explanation without intent to infringe.

First edition published by Cavendish Publishing 2004

Fifth edition published by Routledge 2019

British Library Cataloguing-in-Publication Data

A catalogue record for this book is available from the British Library

Library of Congress Cataloging-in-Publication Data

A catalog record has been requested for this book

ISBN: 978-0-367-64233-4 (hbk)

ISBN: 978-0-367-56975-4 (pbk)
ISBN: 978-1-003-12357-6 (ebk)

Typeset in Vectora LT
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Visit the companion website: www.routledge.com/cw/haigh
Contents
Preface xi

PART 1 WRITTEN ENGLISH 1

1 Introduction to legal English 3

1.1 The development of modern English 3
1.2 Sources of legal English 4
1.3 What makes English diffcult? 5
1.4 What makes legal language diffcult? 6
1.5 The importance of legal English 10

2 Grammar for legal writing 13

2.1 Articles 13
2.2 Prepositions 14
2.3 Pronouns 22
2.4 Adjectives 22
2.5 Adverbs 24
2.6 Collective nouns 25
2.7 Uncountable nouns 26
2.8 Past tenses 29
2.9 Verb forms 30
2.10 Phrasal verbs 33
2.11 Negatives 34
2.12 Relative pronouns 35

3 Punctuation for legal writing 37

3.1 General points 37
3.2 Punctuation marks 37

4 Sentence structure 48
4.1 Active and passive voice 48
4.2 Building a sentence 49
4.3 More complex sentences 50
4.4 Linking clauses 51
4.5 Subject–verb agreement 51
4.6 When is a sentence not a sentence? 53

v
vi Contents

5 Legal writing standards: Dates, numbers, citations and

headings 54
5.1 Dates 54
5.2 Numbers 54
5.3 Citations 55
5.4 Headings 60

6 Terminology and linguistic peculiarities 61

6.1 Terms of art 61
6.2 Foreign terminology 61
6.3 Doublets and triplets 61
6.4 Here-, there- and where- words 63
6.5 Whatsoever, wheresoever and howsoever 66
6.6 Hence, whence and thence 67
6.7 -er, -or and -ee names 67
6.8 Unfamiliar pronouns 68
6.9 Deeming 68
6.10 Abbreviations 69

7 Elements of good style: Clarity,

consistency, effectiveness 70
7.1 General considerations 70
7.2 Clarity 71
7.3 Consistency 86
7.4 Effectiveness 89
7.5 Examples of bad style and analysis 91

8 What to avoid 95
8.1 Ambiguity 95
8.2 Sexist language 98
8.3 Constantly litigated words 102
8.4 False word pairs 103
8.5 Problem words and phrases 103
8.6 False collocations 108

9 British and American English 112

9.1 Differences in language use conventions 112
9.2 Vocabulary 115
9.3 Differences related to cultural values 120
 Contents vii

10 Contracts: Structure and interpretation 122

10.1 Structure of contracts 122
10.2 Principles of interpretation 126

11 Contract clauses: Types and specimen clauses 130

11.1 Overview 130
11.2 Defnitions 130
11.3 Main commercial provisions 131
11.4 Secondary commercial provisions 141
11.5 Boilerplate clauses 146

12 Drafting legal documents: Language and structure 153

12.1 Operative language 153
12.2 Troubleshooting issues 159
12.3 Drafting exemption clauses 165
12.4 Structuring a clause 166
12.5 Layout and design 167
12.6 Checklist 168

13 Correspondence, memoranda and essays 171

13.1 Letter-writing conventions 171
13.2 Letter-writing style 174
13.3 Emails 177
13.4 Language for letters and emails 180
13.5 Checklist 184
13.6 Memoranda 185
13.7 Essays 186

14 Applying for a legal position 191

14.1 How to apply 191
14.2 Specimen application letter 194
14.3 Application forms and CVs 195
14.4 Attending an interview 197

15 Self-study exercises 199

15.1 Case study: Concordia Bus Case (2002) 199
15.2 Legislative excerpt: The Enterprise Act 2002 202
15.3 Independent contractor agreement 206
15.4 Correspondence 211
viii Contents

PART 2 SPOKEN ENGLISH 215

16 Aspects of spoken English 217

16.1 Spoken and written English compared 217
16.2 Body language 218
16.3 Tone of voice 219
16.4 Emphasis 220
16.5 Techniques 221
16.6 Conference calls and Skype 225

17 Meeting, greeting and getting down to business 227

17.1 The opening phase 227
17.2 Establishing a basis for communication 228
17.3 Getting down to business 230

18 Interviewing and advising 232

18.1 Overview 232
18.2 Preparation 232
18.3 Conduct of the interview 233
18.4 Language 236
18.5 Checklist 240

19 Dealing with diffcult people: Ten-point guide 243

19.1 Empathise 243
19.2 Avoid defensiveness 243
19.3 Seek more information 244
19.4 Anger management 244
19.5 Don’t be judgemental 245
19.6 Avoid unrealistic promises 246
19.7 Use human language 246
19.8 Set a realistic timetable for action 247
19.9 Deal with perceived irrelevance 247
19.10 Avoid echoing the client 248

20 Court advocacy 249

20.1 Examination-in-chief 249
20.2 Cross-examination 250
20.3 Re-examination 251
20.4 General points 251
20.5 Structure of a civil trial 252
20.6 Modes of address in court 253
 Contents ix

21 Negotiation 254
21.1 Negotiation styles and strategies 254
21.2 Differences in negotiation language
between the US and the UK 257
21.3 The qualities of a good negotiator 259
21.4 Preparation: Five-step plan 261
21.5 The negotiation process 263
21.6 Negotiation ploys 267
21.7 Suggested language 269
21.8 Killer lines for negotiations 281
21.9 Checklist 283

22 Chairing a formal meeting 286

22.1 The role of the chair 286
22.2 Structure and language 286
22.3 Suggested language 287

23 Making a presentation 293

23.1 Preparation 293
23.2 Structure 294
23.3 Content 295
23.4 Language 296
23.5 What to avoid 297
23.6 Suggested language 297
23.7 Tips for PowerPoint presentations 300
23.8 Presentation checklist 305

24 Telephoning 307
24.1 Considerations 307
24.2 Suggested language 307
24.3 Leaving a message on an answering machine 311
24.4 Making people speak more slowly 313

Glossaries 315
Easily confused words 315
Abbreviations 319
Commonly hyphenated words and terms 323
Phrasal verbs used in legal English 326
Obscure words used in business contracts 337
Obscure phrases used in business contracts 343
Foreign terms used in law 349
Legal terminology 357
x Contents

Chapter answer key 376

15.1 Competition law: The Concordia Bus case 376
15.2 Legislative excerpt: The Enterprise Act 2002 377
15.3 Independent contractor agreement 379
15.4 Correspondence 380

Index 383
Preface

HOW TO USE THIS BOOK

The book and its website are not intended to be read straight through from
beginning to end, although masochists may do so if they wish. They have been
carefully modularised and integrated by topic, and the best way to use them is to
dip into them on a topic-by-topic basis.

The book, together with its online component, has three aims:

d To clarify and explain, through reference to numerous examples, various

tricky areas of legal English usage.

d To act as a reference resource, particularly regarding terminology usage,

contract clauses and drafting issues.

d To offer an interactive self-study and teaching resource that students

can access in order to test and improve their skills in relation to various
different areas of legal English usage, and which teachers can access in
order to obtain materials that may be of use in the classroom.

The frst two of these aims are covered in the book, while the third is also
covered in the online component. The online and paper elements of the book
are integrated, so that having read one chapter of the book dealing with a certain
topic, the reader can go to the website to fnd exercises on that topic and check
his or her knowledge of it – and vice versa.

BRITISH AND AMERICAN ENGLISH

This book is written in British English but makes reference to American

English standards where these depart signifcantly from British English.
Chapter 9 contains a survey of the key differences between British and American
English.

FEEDBACK

Feedback from students, practitioners and other readers of the book is one of
the main methods by which it has been updated through its various editions and
is always gratefully received. Comments and queries about the book may be
emailed to the author at [email protected].

xi
Part 1
WRITTEN ENGLISH

1 Introduction to legal English 3

2 Grammar for legal writing 13
3 Punctuation for legal writing 37
4 Sentence structure 48
5 Legal writing standards: Dates, numbers, citations and headings 54
6 Terminology and linguistic peculiarities 61
7 Elements of good style: Clarity, consistency, effectiveness 70
8 What to avoid 95
9 British and American English 112
10 Contracts: Structure and interpretation 122
11 Contract clauses: Types and specimen clauses 130
12 Drafting legal documents: Language and structure 153
13 Correspondence, memoranda and essays 171
14 Applying for a legal position 191
15 Self-study exercises 199
Introduction to legal English 1
THE DEVELOPMENT OF MODERN ENGLISH 1.1

The English language contains elements from many different European languages
and has also borrowed words from a wide variety of other languages. It is
impossible to grasp how these infuences affect the language without knowing a
little about the history of the British Isles.

Prior to the Roman invasion of 55 BC, the inhabitants of Britain spoke a Celtic
dialect. Latin made little impression until St Augustine arrived in AD 597 to
spread Christianity. Latin words are now regularly used in English, particularly
in professional language. In the legal profession, Latin phrases like inter alia
(among others) and per se (in itself) remain in current use.

Subsequently, the Angles, Saxons and Jutes invaded the British Isles from
mainland northern Europe. The language they brought with them forms the basis
of what is known as Old English. This gives us the most commonly used words in
the English language (words like god, man, land, bread, fsh, beer). A simple
comparison with their modern German equivalents (gott, mann, land, brot,
fsch, bier) indicates their common origin.

The Vikings began to raid the north-east of England from Scandinavia from the
8th century onwards. At a later date, a signifcant number of Vikings settled
in this area and made their own linguistic contribution (which can be seen,
for example, in the numerous place names in the north-east of England [and
Scotland] ending in -by, -thorpe, -wick, -ham and in words such as egg,
husband, law, take, knife).

In 1066 the Normans invaded from northern France and conquered England.
Words such as court, parliament, justice, sovereign and marriage come
from this period.

Later, the English helped themselves to further words from French, such as
chauffeur, bourgeois and elite. As the British Empire expanded, further
opportunities to borrow words arose – words such as taboo and pukka came
into the English language from that period.

The result of this multiplicity of linguistic infuences is a rich and diverse

language with a complex grammar and many synonyms. For example, a coming
together of two or more people could be a meeting or gathering (Old English),
assignation or encounter (Old French), a rendezvous, rally or reunion
(French), a caucus (Algonquin), a pow-wow (Narragansett) or a tryst (Old
French).

3
 4 International Legal English

Matters are complicated further still by the fact that from the 17th century
onwards, the process of colonisation began in earnest. Starting with Ireland and
then moving outside the British Isles to North America, Australia, the West Indies,
India and numerous other territories, colonial infuence – and with it the English
language – began to spread around the globe.

Colonial rule largely collapsed after World War II, but English in different forms
and dialects persists as the national language or an important second or third
language in many countries. The English spoken in one country may be quite
different from that spoken in another. Because of this, it is perhaps possible to
speak of ‘Englishes’ rather than ‘English’. Differences between the written English
used in one country and another are less marked than those that exist between
the types of spoken English used, but there are signifcant variations, in particular
between British and American English (see Chapter 9).

1.2 SOURCES OF LEGAL ENGLISH

Legal English refects the mixture of languages that has produced the English
language generally. However, modern legal English owes a particular debt to French
and Latin. Following the Norman invasion of England in 1066, French became the
offcial language of England, although most ordinary people still spoke English.
For a period of nearly 300 years, French was the language of legal proceedings,
with the result that many words in current legal use have their roots in this period.
These include property, estate, chattel, lease, executor and tenant.

During this period, Latin remained the language of formal records and statutes.
However, since only the educated were fuent in Latin, it never became the
language of legal pleading or debate.

Therefore, for several centuries following the Norman invasion, three languages
were used in England. English remained the spoken language of the majority of
the population, but almost all writing was done in French or Latin. English was
not used in legal matters.

In 1356, the Statute of Pleading was enacted (in French). It stated that all legal
proceedings should be conducted in English but recorded in Latin. Nonetheless,
the use of French in legal pleadings continued into the 17th century in some
areas of the law. In this later period, new branches of, in particular, commercial
law began to develop entirely in English and remain relatively free of French-
based terminology.

As the printed word became more commonplace, some writers made a

deliberate effort to adopt words derived from Latin, with the aim of making their
text appear more sophisticated. Some legal words taken from Latin in this way
 Introduction to legal English 5

are adjacent, frustrate, inferior, legal, quiet and subscribe. Some writers
also started to use a Latin word order. This led to an ornate style, deliberately
used to impress rather than inform. Even today, Latin grammar is responsible for
some of the ornateness and unusual word order of legal documents. It also lies
behind the frequent use of shall constructions in legal documents.

English was adopted for different kinds of legal documents at different times.
Wills began to be written in English in about 1400. Statutes were written in Latin
until about 1300, in French until 1485, in English and French for a few years and in
English alone from 1489.

WHAT MAKES ENGLISH DIFFICULT? 1.3

It is said of chess that the game takes a day to learn, and a lifetime to master.
In similar vein, English is reputed to be an easy beginner’s language but it is
nevertheless very hard to achieve native-level fuency. Why is this?

There are probably four main factors that make English diffcult to master:

1 Lack of clear rules of grammar. We have seen that English is a product of

various different linguistic traditions. One of the most exasperating results
of this is a confusing system of grammar, which is due to the rules of one
linguistic tradition being forced to compromise with those of another. English
does of course have grammatical rules, but they are complex and sometimes
inconsistent. Furthermore, a great deal of English phrasal construction is
purely idiomatic and therefore diffcult to explain by reference to grammatical
rules (see point three below). The way in which prepositions are used is an
obvious but baffing example of this problem.

2 Extensive vocabulary. There are many different ways of saying the same
thing in English. Again, this is because English draws upon different linguistic
traditions. For example, if you wanted to say that something was legally
permissible, you could use the Old Norse (Scandinavian)-derived word,
lawful. Alternatively, you could use the Latin-derived word, legitimate. Or, if
you wanted a more emotive word, you could use the Old English word, right.
To take another example, when talking about employment do you say calling,
career, profession, employment, job, work, occupation or vocation?

3 The use of phrasal verbs in English (and legal English). For example, you put
down a deposit, and you enter into a contract. These combinations must
be learned individually because they involve using a verb with a preposition or
adverb or both; and, as noted in point one above, prepositions do not always
follow clear grammatical rules. Some of the phrasal verbs most commonly
used in legal English are set out in a glossary at the back of the book.
 6 International Legal English

4 The use of idioms. Idioms are groups of words whose combined meaning is
different from the meanings of the individual words. For example, the expression
over the moon means ‘happy’. Idioms are frequent in ordinary English – they
are a distinctive element of the way native English speakers use the language.
They are found less often in legal English, but exist in some legal jargon. For
example, the expression on all fours is used to refer to a case in which the legal
issues correspond exactly to the legal issues present in a previous case.

1.4 WHAT MAKES LEGAL LANGUAGE DIFFICULT?

One of the main reasons why legal language is sometimes diffcult to understand
is that it is often very different from ordinary English. This arises partly from the
purposes for which it is used and partly from certain habits of writing that derive
from its historical linguistic roots.

1.4.1 The purpose of legal language

The main purpose of legal language is not so much to communicate as to regulate.

This is very clearly the case where legislation is concerned, but is also true of
private arrangements between parties that are intended to have legal effect.

A contract, for instance, is essentially a system of rules agreed between the

parties designed to regulate their commercial relationship, or certain aspects of it.
It lays down the conditions on which the contract or certain parts of the contract
come into effect, states the obligations to which each party is subject, makes
clear what each party may or may not do in performing the contract and contains
provisions dealing with what will happen in the event of a breach of contract.

In the chapters that follow, we will see how the considerations sketched above
affect the language used in practice.

1.4.2 Odd habits of legal writing

The general trend of modern legal writing refects a greater effort to resemble
ordinary modern business writing. However, traditional legal writing (which
stubbornly persists in certain countries and certain types of law) is characterised
by a number of odd features.

Here are some of them.

d Sentences often have apparently peculiar structures and wording. For

instance, ‘due performance by the Employer of the Contract in the
manner hereinafter appearing’ means that the employer must carry
out the terms of the contract in the way the contract specifes in the
provisions lower down in the document than this one.
 Introduction to legal English 7

d Punctuation is used insuffciently. This is particularly the case in

documents relating to land, such as deeds and conveyances.

d Foreign phrases are sometimes used instead of English phrases (e.g.

inter alia instead of among others, void ab initio instead of invalid
from the start).

d Unusual pronouns are used (the same, the aforesaid etc.).

d Unusual set phrases are used (null and void, all and sundry).

d Semi-archaic here-, there- and where- formulations such as hereof,

hereinafter, whereas, therein and hereby remain in fairly frequent
use in contracts and other legal documents.

Diffcult and unfamiliar words and phrases 1.4.3

In addition, a large number of diffcult and unfamiliar words and phrases are used
in legal English. These fall into four categories, brief details of which are given
below.

Legal terms of art 1.4.3.1

Legal terms of art are technical words and phrases that have precise and fxed
legal meanings, and which cannot usually be replaced by other words. Some of
these will be familiar to the layperson (e.g. patent, share, royalty). Others are
generally only known to lawyers (e.g. bailment, abatement).

A number of frequently encountered terms of art are defned in the glossary of

legal terminology at the back of this book.

Legal jargon 1.4.3.2

Terms of art should be differentiated from legal jargon. Legal jargon comprises
words used by lawyers that are diffcult for non-lawyers to understand. Jargon
words range from near-slang to almost technically precise words. Well-known
examples of jargon include boilerplate clause (a standard clause included in a
contract that helps defne the relationship between the parties but has no direct
relevance to the subject-matter of the contract) and corporate veil (the concept
that a company has a legal personality separate from that of its shareholders that
protects them from personal liability for the company’s actions).

Legal jargon includes a number of archaic words no longer used in ordinary

English. These include words like annul (to declare that something, such as a
contract or marriage, is no longer legally valid) and bequest (to hand down as an
inheritance property other than land).
 8 International Legal English

It also includes certain obscure words that have highly specialised meanings
and are therefore not often encountered except in legal documents. Examples
include emoluments (a person’s earnings, including salaries, fees, wages,
profts and benefts in kind) and provenance (the origin or early history of
something).

Jargon words should be replaced by plain-language equivalents wherever

possible.

1.4.3.3 Legal meaning may differ from the general meaning

There is also a small group of words that have one meaning as a legal term of
art and another meaning in ordinary English. One example is the word distress,
which as a legal term of art refers to the seizure of goods as security for the
performance of an obligation. In ordinary English it means anxiety, pain or
exhaustion.

Here are some additional examples.

For further details on the meanings of these and other words and phrases, refer to
the glossaries dealing with obscure words and phrases at the back of the book.

Word and its legal English meaning Word and its ordinary English
meaning

Consideration in legal English means an Consideration in ordinary

act, forbearance or promise by one party to a English means (1) careful thought,
contract that constitutes the price for which (2) a fact taken into account
the promise of the other party is bought. when making a decision, (3)
Consideration is essential to the validity of any thoughtfulness towards others.
contract other than one made by deed.

For example, ‘The rights were transferred to

Laxby Ltd in exchange for a consideration of £5
million’.

Construction in legal English means Construction in ordinary

interpretation. For example, ‘A strict construction English means (1) the action of
was placed upon the exemption clause in the constructing (e.g. a building), (2) a
contract’. building or other structure, (3) the
industry of erecting buildings.
‘To construe’ is the infnitive verb form of the
term.

Contemplation in legal English is often used to Contemplation in ordinary

mean a non-binding intention to do something. English means thinking deeply
For example, ‘it is contemplated that Party X may about something.
buy further quantities of the Product’.
 Introduction to legal English 9

Express in legal English means specifc, defnite Express in ordinary English

and clear. For example, ‘the contract contains usually means fast (‘an express
express terms dealing with pay and working train’), but can also be used in the
hours’. It is often contrasted with implied, which sense indicated opposite.
means inferred from the facts or from the law.
For example, ‘the duty of mutual trust is an
implied term in the contract’.

Find in legal English is generally used to refer Find in ordinary English is a

to a judge’s fnal decision in court or to a ruling synonym for ‘discover’.
on evidence. For example, ‘the judge found
for the defendant’ and ‘the judge found that
the evidence submitted did not support the
claimant’s argument’.

Furnish in legal English is often used to mean to Furnish in ordinary English

provide or send documents or information. For generally refers to the furnishing
example, ‘please furnish us with the title deeds’. of a room and is associated with
the noun ‘furniture’.

Hold in legal English generally refers to a Hold in ordinary English means

decision on the evidence, issues or law (1) to grasp something (‘he held
in question reached by a judge in court a stick’), (2) to have a certain
proceedings. position (‘she held the position of
human resources manager’), (3)
For example, ‘the judge held that the evidence
to arrange an event (‘they held a
obtained in the search of the premises could not
party’), (4) to keep or detain (‘he
be used against the defendant’.
was held by the police’).

Prefer in legal English refers to the formal Prefer in ordinary English means
bringing of charges by the prosecutor in a to like one thing better than
criminal case. For example, ‘the Prosecutor another.
preferred charges against the company’.

Redemption in legal English means the return Redemption in ordinary English

or repossession of property offered as security means either Christian salvation
on payment of a mortgage debt or charge. For or, in a more general sense, an
example, ‘the mortgagor has the right to redeem act of atonement for a mistake
the mortgage at any time after 31 December or fault.
2024’.

Tender in legal English means an offer to supply Tender in ordinary English means
goods or services. Normally a tender must be (1) gentle and kind, (2) (of food)
accepted to create a contract. For example, ‘the easy to cut or chew, (3) (of a
tender, together with all supporting documents, part of the body) painful to the
must be submitted through our online portal no touch, (4) young and vulnerable,
later than 31 May 2021’. (5) easily damaged.
 10 International Legal English

1.5 THE IMPORTANCE OF LEGAL ENGLISH

1.5.1 Overview

Legal English is important because law is important; it provides the means by

which law, when written in English, is articulated, applied and enforced.

Law can be divided into two types – national and international. National law
provides the means by which countries govern the relationships between the
state and its subjects (criminal law) and between the subjects themselves (civil
law). International law provides the means by which international relations
between countries (public international law) and between individuals and
organisations based in different countries (private international law) are
regulated.

1.5.2 Countries in which English and the

common law system are relevant

National law of course refects the languages used in each individual country. In
this regard, it may be noted that English is the principal language in a number of
countries, including the USA, UK, Australia, New Zealand and Canada.

English is also an important second language in a number of other countries

formerly under British colonial infuence, such as India and Pakistan. In such
countries, the common law system is also relevant to some degree, although in
most the legal system used draws upon a mixture of different legal traditions, of
which common law is only one.

Here is a list of the countries in which the English language and English common
law are relevant.

d American Samoa
d Antigua and Barbuda
d Australia
d Bangladesh
d Barbados
d Belize
d Botswana
d Cameroon
d Canada
d Cook Islands
d Cyprus
d Dominica
d Federated States of Micronesia
d Fiji Islands
 Introduction to legal English 11

d Ghana
d Grenada
d Guyana
d Hong Kong
d India
d Ireland
d Israel
d Jamaica
d Kenya
d Kiribati
d Lesotho
d Malawi
d Malaysia
d Maldives
d Malta
d Marshall Islands
d Mauritius
d Mozambique
d Namibia
d Nauru
d New Zealand
d Nigeria
d Niue
d Pakistan
d Papua New Guinea
d Samoa
d Seychelles
d Sierra Leone
d Singapore
d Solomon Islands
d South Africa
d Sri Lanka
d Swaziland
d Tanzania
d Thailand
d Tokelau
d Tonga
d Trinidad and Tobago
d Tristan da Cunha
d Turks and Caicos
d Tuvalu
d Uganda
d UK
 12 International Legal English

d USA
d Vanuatu
d Western Samoa
d Zambia
d Zimbabwe

1.5.3 English in international law

Furthermore, the practice of both branches of international law (public and

private) is heavily dominated by the English language. In this regard, the
importance of English as a common global language has been strongly boosted
by the increase in global trade over the past decades. This has had a knock-on
effect on the importance of legal English as a specialist branch of international
English usage.

Particularly given the economic power and infuence of the US over the past
century, it is no surprise that many common law concepts relating to contract
law inform the way in which the international business community approaches
the composition of business contracts.

As we have seen above, legal English differs from ordinary English in a number
of key respects. As with other forms of professional language (e.g. medical
English), it has its own writing conventions, punctuation standards, terms of art
and set phrases, which, at times, differ markedly from ordinary English usage.
To some extent these oddities are the product of centuries of usage, and this
is particularly the case where certain archaic constructions such as the here-,
where- and there- words still found in legal drafting are concerned.
Grammar for legal writing 2
The aim of this chapter is not to provide comprehensive coverage of all aspects
of grammar, but to offer guidance on various issues that may cause diffculty in
the context of legal writing.

ARTICLES 2.1

Articles in English include the, a and an.

A few simple rules clarify the way in which these articles should be used.

A and an are indefnite articles. A is used when mentioning something for the
frst time (‘a client walked into the offce’). An is used in the same circumstances
but only where the following word begins with a vowel (‘an attorney walked into
the offce’).

The is the defnite article. It is used when referring to something already

mentioned before (‘the client then sat down’), when referring to something that
is the only one of its kind (‘the sun’) or when referring to something in a general
rather than specifc way (‘the internet was an important development’).

In some circumstances, articles should be omitted. For example, when a

sentence links two parallel adjectival phrases, the article should be omitted from
the second phrase. Here is an example:

The judge ruled that Cloakus Ltd was a validly registered and an
existing company.

In addition, when using certain abstract nouns in a general, conceptual sense, it

is not necessary to use an article to precede the noun. For example:

In the event of confict between the defnitions given in Appendix 1 and

the defnitions given in the contract, the contract shall prevail.

There is no need here to precede confict with a, since confict is used in a

general conceptual sense. However, when referring to a specifc confict, articles
should be used. For example:

The efforts of negotiators to end the confict between the two warring
nations have so far been unsuccessful.

In this example, ‘the’ is needed before ‘confict’ to indicate that a specifc confict
is being referred to.

13
 14 International Legal English

2.2 PREPOSITIONS

2.2.1 Overview

Prepositions are single words (at, on, by, to etc.) or a combination of two words
(as of, as regards etc.) or three words (in relation to, in accordance with
etc.). They are used as connectors showing the relationship between a noun or
pronoun and some other word in the sentence. For instance, in the phrase ‘the
judge was in court’ the preposition in shows the relationship between the judge
and the court.

While preposition usage is a complicated feature of English usage, there is a

glimmer of hope in the fact that the following nine prepositions make up about
90% of preposition usage:

d with
d at
d by
d to
d in
d for
d from
d of
d on

2.2.1.1 Place, position, time and method (and

quantity, purpose and condition)

Prepositions are primarily used to show the place, position, time or method in
relation to a noun or pronoun in the context of the sentence in which it appears.
They are also used to show quantity, purpose and condition.

Opposite is an illustrative chart showing these seven functions at work in a

contractual context.

The point the chart seeks to make is that because prepositions provide the
means of these functions, they are an essential part of legal writing. Their correct
use is one of the key means of expressing detailed obligations in a precise
manner. Conversely, their incorrect use can cause interpretative diffculties – see
section 2.2.1.2 below.
 Grammar for legal writing 15

Function Preposition

Quantity Five units of the Product shall be delivered.

Condition Five units of the Product shall be delivered in good condition.

Method Five units of the Product shall be delivered in good condition by air.

Place Five units of the Product shall be delivered in good condition by air to
the Buyer’s premises.

Position Five units of the Product shall be delivered in good condition by air to
the Buyer’s premises at 1 Warkley Road, Nottingham.

Time Five units of the Product shall be delivered in good condition by air to
the Buyer’s premises at 1 Warkley Road, Nottingham no later than
18 May 2021.

Purpose Five units of the Product shall be delivered in good condition by air to
the Buyer’s premises at 1 Warkley Road, Nottingham no later than
18 May 2021 for use by the Buyer in its factory.

Prepositions and meaning 2.2.1.2

In certain circumstances, it may be possible to use more than one preposition to

fulfl the same function without there being any particular difference in meaning
between them. For example:

I am writing to you with regard to/with respect to/in relation to/about

the delivery of the goods on 18 May 2021.

However, there are small but important differences in meaning between certain
prepositions in certain circumstances. For example, the sentence:

The goods shall be moved to the warehouse

is subtly different from

The goods shall be moved into the warehouse.

The use of into in the second sentence makes it clear that the goods must be
put inside the warehouse, while to could also be interpreted as meaning that it is
suffcient for the goods simply to be put outside the warehouse but close to it.

In other words, this minor difference in drafting could have serious practical
consequences. Imagine if the goods in question were highly perishable
foodstuffs (fsh, milk etc.), the warehouse was refrigerated, the delivery was
made late on Friday afternoon after most of the warehouse staff had gone home
and it was the middle of summer. You get the picture…
 16 International Legal English

Here is another example:

The goods shall be delivered in seven days

is subtly different from

The goods shall be delivered within seven days.

In the frst sentence, the use of in gives the impression that the goods will be
delivered no earlier than the seventh day. The use of within in the second
sentence makes it clear that the goods can be delivered at any time during the
seven-day period, but not after it.

Here is one more example:

The fee shall be paid by each company within the group of companies.

is subtly different from

The fee shall be paid in respect of each company within the group of
companies.

The use of by in the frst sentence makes it clear that each company in the group
is directly responsible for paying the fee. However, the use of in respect of in
the second sentence creates a looser connection between the company and the
fee. It makes it clear that the fee attributable to each company shall be paid,
but does not specify who must pay the fee.

There are also situations in which the use of different prepositions offers
variations in meaning that may be signifcant in certain contexts but unimportant
in others. For example, while the distinction between ‘on the market’ and ‘in
the market’ can be important in certain situations,1 ‘traded on the market’ and
‘traded in the market’ are both permissible.

2.2.1.3 Difficulties with prepositions

Prepositions are a diffcult area of English usage for non-native speakers because
while they are sometimes used logically, this is not always the case. It is possible
to identify several categories of prepositions.

d Prepositions used logically. This can be seen in simple sentences that

express concrete facts. For example, the tort textbook is on the
table or our head offce is in Sydney.

d Prepositions used in metaphorical expressions. For example, when

Tatiana got a job at a top law frm in Moscow, she certainly

Note
1 See this interesting thread for a discussion of these differences: https://english.stac
kexchange.com/questions/110507/in-the-market-or-on-the-market
 Grammar for legal writing 17

went up in the world. Here, the phrase ‘went up in the world’ is

used metaphorically. Tatiana did not literally ascend, but she made big
progress in her career. The preposition ‘up’ is still used logically, but it
expresses a metaphorical rather than concrete idea.

d Pronouns used in phrasal verbs found in idiomatic expressions. For

example, I cannot put up with this, you deal with that client,
let’s wrap up this meeting at 5pm. These expressions all employ
a phrasal verb to create an idiomatic expression whose meaning is
either unclear from the context or may differ markedly from the literal
meaning. For instance, one can wrap up a present in wrapping paper
(literal meaning), but to wrap up a meeting means bringing it to a
conclusion (metaphorical meaning).

Phrasal verbs come with their own fxed preposition, adverb or both, as
discussed in section 2.10. There is also a glossary of phrasal verbs, together with
examples of typical usage, at the back of the book.

Between 2.2.1.4

The preposition between should be followed by an object pronoun like me, him
or us instead of a subject pronoun such as I, she and we. It is therefore correct
to say ‘this matter is between you and me’ and incorrect to say ‘this matter is
between you and I’.

List of prepositions with examples of usage 2.2.2

Here is a non-exhaustive list of prepositions in common usage in legal English,

together with examples of usage. Note that prepositions are sometimes used
in twos (pursuant to, owing to, due to etc.) and even threes (as far as, by
means of, in accordance with etc.), and examples of prepositions strung
together in this way are also included below.

One word 2.2.2.1

about – The lawyer was about to go into court when the telephone rang.

above – Please refer to the paragraph above, which deals with the insurance
arrangements.

across – She went across to the court to issue the proceedings.

after – The contract was signed after the parties had agreed the prices to be
paid for the goods.

against – The company began trademark infringement proceedings against one

of its competitors.
18 International Legal English

along – The client did not go along with the advice given by the lawyer.

among (or amongst) – A copy of the plan of the property was found among the
papers in the fle.

around – We expect the purchase price to be around EUR 500,000.

at – The contract stipulates that the goods must arrive at the depot at 10.00 on
13 July.

before – The lawyer appeared before the judge in court and argued her client’s
case.

behind – It seemed likely that a criminal gang was behind the thefts from the
local garage.

below – The company was not prepared to consider offers below a threshold of
three million dollars.

beneath – The Emperor of Ruritania considered it beneath his dignity to open a

supermarket in Inverness.

between – An agreement was reached between Haxter Ltd and Tollby Ltd on
14 September 2017.

beyond – It is important not to go beyond what was agreed without discussing

the matter with the client frst.

by – The invoice must be paid by the client by 3 May.

concerning – We have received further information concerning the warranties

to be included in the share purchase agreement.

despite – We have instructions to proceed with the case despite the points
raised in the defence.

down – The lawyer advised her client to turn down the offer made by the
defendant.

during – A great deal of new evidence emerged during the course of the
testimony given by the witness.

except – This restriction applies to all applications except those already

received by the company.

excluding – The contract contains a provision excluding liability in certain

cases of default.

following – The following items must be supplied no later than 25 January.

for – Payment for the goods shall be made on delivery.

 Grammar for legal writing 19

from – We have now received the necessary undertakings from the defendant’s
lawyer.

in – The price list is set out in Schedule 1.

including – We seek delivery of all the missing parts, including those currently
stored in the defendant’s warehouse.

into – The clerk asked the parties to go back into court following the
adjournment.

near – The court is near the cathedral.

next – The client agreed to bring the documents to the next meeting.

of – The attorney was a member of various professional organisations.

off – Certain discussions took place between the lawyers off the record.

on – The new law on employment contracts comes into force tomorrow.

opposite – The court is located opposite the cathedral in the central square.

out – The lawyers worked out the terms of a compromise agreement.

over – A dispute arose between the landowners over the positioning of the
boundary.

per – A travel allowance of EUR 60 per day was paid to the employee.

plus – The invoice came to EUR 4000 plus VAT.

regarding – Negotiations took place regarding usage of the storage facilities

owned by the company.

since – There have been a number of signifcant developments in the case since
the previous court hearing.

than – The amount of damages awarded by the court was more than the lawyer
had anticipated.

through – The lawyer read through the papers in the fle.

to – Delivery shall be made to an address notifed by the purchaser to the

vendor.

towards – A great deal of progress has been made towards settlement of the
case, but a little more time is required in order to reach fnal agreement between
the parties.

under – The witness gave evidence under oath.

until – It is unlikely that the case will be settled until the morning of the hearing.
 20 International Legal English

up – He brought up the question of our fees again.

upon – The proceedings were served upon the defendant yesterday.

via – All contact with the claimant was conducted via her lawyer.

with – He was charged with murder.

within – The goods must be delivered within 14 days of signature of the

contract.

without – The total amount of the invoice is EUR 30,450 without VAT.

2.2.2.2 Two words

according to – According to the contract, rent must be paid on the third day
of each month.

ahead of – We should schedule a further meeting ahead of the next court

hearing.

apart from – There are no further matters to be resolved apart from the
copyright issue.

as of – The new law on employment comes into force as of midnight tonight.

as regards – As regards payment of our fee, we can offer an instalment option.

aside from – There are one or two issues we need to address aside from the
question of trademarks.

because of – This litigation arose because of the unreasonable position taken

by the defendant.

close to – The case is now close to settlement but there are several issues still
to be resolved.

due to – The offce is closed tomorrow due to a public holiday.

far from – The contract is far from ready to be signed since a number of
amendments need to be made to it.

instead of – Overtime worked by the employee shall be compensated by extra

holiday instead of payment.

out of – Payment was made out of the company’s account.

owing to – The advice given to the client was amended owing to a recent
decision of the Court of Appeal.

prior to – The consent of the bank must be obtained prior to the share transfer
being made.
 Grammar for legal writing 21

pursuant to – The company changed its name pursuant to the new legislation
on company names.

regardless of – Our client wishes to seek an injunction against his neighbour

regardless of whether the building work is suspended or not.

subsequent to – The court’s decision was handed down subsequent to the

new law coming into force.

thanks to – A satisfactory outcome was achieved in the case, thanks to the

meticulous work undertaken by the claimant’s lawyers.

that of – One issue still remains to be resolved – that of the payment method
to be used.

Three words 2.2.2.3

as far as – The summons has not yet been served as far as I know.

as well as – The vendor must deliver the software as well as the hardware no
later than 10 December.

by means of – Payment shall be made by means of direct bank transfer.

in accordance with – The sum of $45,000 must be paid on 5 October in

accordance with the court order.

in addition to – Certain legal documents require the signature of witnesses in

addition to the parties in order to be valid.

in case of – In case of fre the lifts should not be used.

in lieu of – The employee shall receive time off in lieu of payment.

in spite of – The assignment was completed by the agreed deadline in spite of

several unforeseen diffculties that arose along the way.

on account of – We have had to terminate Mr Taylor’s employment contract on

account of his unsatisfactory performance at work.

on behalf of – The lawyer appeared on behalf of her client at the pre-trial

review.

on top of – The employee received a bonus of EUR 10,000 on top of his regular
salary at the end of the year.

with regard to/with respect to – With regard to/with respect to

the question of costs, we consider that the sum of EUR 35,000 should be
adequate.
 22 International Legal English

2.3 PRONOUNS

A pronoun is a word used instead of a noun to indicate someone or something

already mentioned or known. For example, I, you, this, that.

Pronouns are used to avoid repeated use of a noun. They are usually used to
refer back to the last used noun.

Legal drafters have traditionally avoided using personal pronouns such as he,
she, we and they, instead replacing them with formulations such as the said,
the aforesaid or the same. The reason for this is a fear of ambiguity in cases
where it is unclear to which noun the pronoun might refer if a number of parties
are mentioned in the document.

Here is an example of a sentence made ambiguous by unclear use of personal

pronouns:

James attended the meeting with John, and he then drafted the relevant
documents.

The problem here is that since both James and John are male, ‘he’ could refer to
either of them, so we don’t know for sure which of them drafted the documents.

The modern trend, however, is to use pronouns where possible, as their use
makes documentation less formal and intimidating. For example, ‘you must pay
the sum of £1,500 per month to me’ is easier for a layperson to understand than
‘the Tenant must pay the sum of £1,500 per month to the Landlord’.

However, their use is inappropriate where the aim of the drafter is to impress the
reader with the seriousness of the obligations being undertaken, as pronouns
often lead to a chattier and lighter style than is found in traditional legal
documentation.

One aspect of pronoun use that is highly relevant lies in the desire to avoid
sexist language in legal and business English. This subject is discussed further in
section 8.2.

2.4 ADJECTIVES

An adjective is a word used to describe a noun or make its meaning clearer (e.g.
excellent, as in ‘an excellent law student’). Some words in the English language
have the ability to change parts of speech. For example, the word principal,
often used in legal English, can be used as an adjective (‘the principal sum’) or as
a noun (‘the principal instructs the agent’).
 Grammar for legal writing 23

Common adjective endings 2.4.1

Adjectives often take the following endings:

-able/-ible – e.g. manageable, legible

-al – e.g. legal, internal

-ful – e.g. harmful, careful

-ic – e.g. terrifc, manic

-ive – e.g. persuasive, decisive

-less – e.g. careless, groundless

-ous – e.g. dangerous, disastrous

However, many common adjectives do not fall into the categories above.
Examples include bad, cold, common, dark, diffcult, good, honest, real,
silent and a number of other words.

Uncomparable adjectives 2.4.2

Some adjectives are described as uncomparable adjectives, meaning that

they describe something that can only be absolute. Such adjectives cannot be
qualifed by words like most, more, less, very, quite or largely. For example,
if a provision in a contract is void it cannot be ‘largely void’ or ‘more void’ – it is
simply void.

A short list of uncomparable adjectives is set out below:

d absolute
d certain
d complete
d defnite
d devoid
d entire
d essential
d false
d fnal
d frst
d impossible
d inevitable
d irrevocable
d manifest
d only
d perfect
 24 International Legal English

d principal
d stationary
d true
d uniform
d unique
d void
d whole

One way of shortening a sentence without loss of meaning is to check whether

it contains an uncomparable adjective with a qualifying word, and then cut the
qualifying word. For instance:

d I am absolutely certain – cut absolutely.

d This sentence is entirely devoid of meaning – cut entirely.
d That is totally impossible – cut totally.
d It is quite unique – cut quite.

That said, these types of phrases are common in spoken English because they
offer a way of adding informal emphasis to the speaker’s message. For instance:
I’m absolutely, totally, one hundred percent certain that I sent the
contract to the client on Friday.

See 7.4.2 for further discussion of the use of adjectives in legal contexts.

2.5 ADVERBS

An adverb is a word that modifes or qualifes a verb (e.g. walk slowly), an

adjective (e.g. really small) or another adverb (e.g. very quietly).

Most adverbs consist of an adjective plus the ending -ly. A number of words act
both as adjectives and as adverbs and do not take the suffx -ly. These include:

d alone
d enough
d far
d fast
d further
d little
d long
d low
d much
d still
d straight
 Grammar for legal writing 25

COLLECTIVE NOUNS 2.6

A collective noun (sometimes called a mass noun) is one that refers to a group
of people or things (jury, government, committee). Such nouns can be used
with either a singular verb (‘the jury was made up of people from many different
backgrounds’) or a plural verb (‘the jury are all in the court now’).

It should be remembered that if the verb is singular any following pronouns

(words such as he, she or they) must also be singular, e.g. ‘the frm is prepared
to act, but not until it knows the outcome of the negotiations’ (not ‘…until they
know the outcome’).

In general, it is better to use the singular when referring to collective nouns. The
exception to this is where the plural is used to indicate that one is referring not
primarily to the group but to all the individual members of the group (e.g. ‘the
staff were unhappy with the changes that had been proposed’).

Here is a short list of collective nouns used in legal and business English:

d audience
d board (e.g. of directors)
d class
d club
d committee
d company
d crew
d government
d group
d jury
d majority
d nation
d panel (of experts)
d parliament
d party (i.e. a body of persons)
d staff
d team
d union
d the Cabinet
d the public
 26 International Legal English

2.7 UNCOUNTABLE NOUNS

2.7.1 Overview

Some nouns in English are uncountable. In other words, they are not used with
the indefnite article a or an and do not have plural forms. For example, the word
information, as in the phrase I need some information, cannot be expressed
in the singular as ‘an information’ or in the plural as ‘some informations’.

Therefore, when faced with an uncountable noun, you have three choices.

1 Use it in its usual form. For example, I have received some information.

2 If it is important to specify a particular amount of an uncountable noun, join

the noun to a word that is itself countable. For example, the word piece could
be used with information to create a plural: I have received fve pieces of
information.

3 Use a countable synonym instead. For example, if the information has come
in the form of reports (which are countable), you could write, I have received
fve reports.

Uncountable nouns are often abstract in nature – as in words like advice,

remuneration, equipment and knowledge. However, this is not always the
case, as a number of very commonplace and concrete words such as butter,
rice, sugar and milk are also uncountable.

2.7.2 Table of uncountable nouns

Here are a few examples of uncountable nouns sometimes found in legal and
business writing, together with suggestions on how to make them countable.

Uncountable noun A particular number

accommodation an apartment/house

advice a piece of advice

a briefng

baggage a bag

an item of baggage

coffee a cup/mug of coffee

employment a period of employment

a position/post

equipment a piece of equipment

 Grammar for legal writing 27

evidence a piece of evidence

hardware a piece of hardware

information a piece of information

a report

a fact

insurance an insurance policy

knowledge a fact

litigation a litigation matter

a case

a claim

a lawsuit

luggage a piece/item of luggage

a suitcase

a bag

machinery a piece of machinery

a machine

pollution an instance/example of pollution

a pollution event

an emission

publicity an instance/example of publicity

a report

an article

an advertisement

an announcement

a media campaign

punctuation a punctuation mark

a comma/semi-colon/colon (etc.)

remuneration a salary

a wage

a payment
 28 International Legal English

shopping an item of shopping

a purchase

software a piece of software

an application

a program

traffc a lot of traffc

training a lecture/a lesson/a training course/a training

programme/a seminar/a workshop

transportation a mode/method of transportation

2.7.3 Nouns that are both countable and uncountable

English contains a number of nouns that are countable when used in one sense
but uncountable when used in another. Several of these appear commonly in
legal usage, and include the following words.

Compensation is countable when used in a non-fnancial sense. For example,

My job is not well paid but has certain compensations, such as the
opportunity to travel. However, it is uncountable when used in a purely
fnancial or legal sense. For example, The company was obliged to pay
compensation to a number of former clients.

Justice is countable when used to mean an English magistrate. For example,

The defendant appeared before the Justices. It is uncountable when used
in a general conceptual sense. For example, Everyone hopes to see justice
prevail in court today.

Liability is countable when used in the sense of fnancial liabilities. For example,
The liabilities listed on the balance sheet include accounts payable,
deferred tax and promissory notes. In this fnancial sense, it is often used to
mean the opposite of assets. However, it is uncountable when used to refer to
legal responsibility in civil law. For example, The company admits liability for
the breach, but disputes the amount claimed.

Paper is countable when used in the sense of a research paper or thesis. For
example, Professor Virtanen has published over 30 papers in his feld of
specialisation. However, it is uncountable when used to refer to the paper itself
as opposed to the content of what is written on it. For example, We ordered
some more paper for the printers today.