The Features of Business Contracts
Although a business contract has a relatively fixed structure,it still has various features in different perspectives,such as the use of words or sentence structures, the style and so on.Such features will be specifically elaborated from three perspectives in the following parts.
4.1 Language Features of Business Contracts
A business contract has its legal effectiveness that two parties signing the contract have to abide by the contract strictly to carry out their own obligations comprehensively,which lays a high demand for the usage of words and sentences—no error at all.In general there are three major language features of business contracts as follows:
Formal vocabulary used
As a kind of official document with legal effectiveness,some formal and serious words or phrases are often used in business contracts in order to show its formality, conciseness,standardization,effectiveness and solemnity.
For example:
The participants in the Joint Venture shall commence discussion with regard to the extension of the period of existence of the Venture and in the event of their agreeing upon such extension，they shall record such agreement in a written document signed by all of them not later than three years prior to the expiry of the current period.
Obviously the phrases“with regard to”“in the event of”and“prior to”in the above example replace“about”“in case of”and“before”respectively.
Technical terms applied
As a kind of specialized document in business,a lot of technical or trade terms are definitely used in business contracts,which should be considered a common phenomenon.They are usually noun words or phrases.
For example:
“Full set clean on board marine Bill of Lading issued to the order of the shipper and blank endorsed.”
“The payment shall be made by confirmed，irrevocable and documentary L/C.”
In two above sentences it's not difficult to find some technical or trade terms such as“Bill of Lading”“shipper”“endorsed”“confirmed”and“documentary L/C”,which have their specific meanings in the trade.
Using of archaic words
Archaic words,used in old English or language,are formed by prepositions plus prefixes or suffixes.Now most of them are frequently used in such law documents as contracts,agreements,etc.in order to avoid repetition and achieve formality and seriousness of law documents.As the archaic words are rarely used in modern English,especially in our daily life,it is not easy to understand and accurately use them for beginners of business English contracts.The commonly-used archaic words can be classified into three categories as follows:
（1)“here”+prepositions
Hereunder=under this
Hereto=to this
Hereby=by means of,by reason of this
Hereof=of this
Herein=in this
Hereinafter=after this
Hereinbefore=in the preceding part of the current text
Heretofore=before this time,up to now,so far
Hereinabove=hereinbefore
Hereunto=here to
For example:
“The seller further guarantees that there is not any defect in the design materials and workmanship of all the goods provided hereunder.”
“The Seller hereby warrants that the goods meet the quality standard and are free from all defects.”
“All other brand and product names mentioned herein are the property of their respective companies.”
（2)“there”+prepositions
Therein=in that,in that particular,in that respect
Thereto=to that
Thereof=of that
Thereon=on that
Thereafter=after that
Therefrom=from that
For example:
“The Seller shall advise by cable or telex in time the Buyer of the result thereof.”
“Otherwise，Party B shall be held responsible for the delay in shipment and Party A may lodge claims against Party B for the losses arising therefrom.”
（3)“where”+prepositions
Whereby=by which
Wherein=in which
Whereof=of which
Whereas=considering that
For example:
“A contract shall be an agreement whereby the parties establish，change or terminate their civil relationship.”
“In witness whereof，the parties hereto have caused their respective duly authorized representatives to execute the Agreement on the×××day of×××in the year of×××.”
“There can be many intermediaries between client and service，wherein message are forwarded from one intermediary to another until they reach their ultimate destination.”
4.2 Syntactic Features of Business Contracts
Just like the use of words in the business contract,the sentences in business contracts are also very colorful with various patterns such as the use of attributive clauses,declarative sentences,compound sentences,etc.In order to definitely stipulate certain rights and obligations of both parties to avoid misunderstanding or ambiguity,a lot of complex sentences are used in the English business contracts. Next a brief elaboration will be given about syntactic features of business contracts.
Using compound sentences
The use of compound sentences can briefly introduce necessary issues as much as possible,which fits for the style of business English contracts.However,it seems to be not easy for readers to accurately understand compound sentences without a careful analysis.
For example:
“The Buyer may，within 15 days after arrival of the goods at the destination，lodge a claim against the Seller for short-weight being supported by Inspection Certificate issued by a repeatable public surveyor.”
“Notice of particulars of shipments should be sent to buyer at such time and by such means so that the said notice should be received by buyer within 7 days after shipment.”
Using declarative sentences
A contract shall be an agreement whereby the parities establish,change,or terminate their civil relationship.So the contract needs to establish the rights and obligations between parties as well as describe the contents of the contract objectively and accurately.Declarative sentences without many modifiers are usually objective to express the objective contents in business contracts.
For example:
Both parties should abide by the contract and should refrain from revising，canceling，or terminating the contract without mutual consent.
In the above sentence the use of the modal verb“should”shows the declarative meaning directly and stipulates the obligations of both parties clearly.
Using conditional clauses
Business English Contracts need the strong logicality and the careful thinking in content.It is necessary to consider all different conditions or situations,no matter whether they are good or not,to reach out the solutions.The use of conditional clauses or attributive clauses can guarantee the accuracy of such legal document and rule out the possibility of misunderstanding.
For example:
If any of the above-mentioned clauses is inconsistent with the following Additional Clauses，the latter to be taken as authentic.
4.3 Stylistic Features of Business Contracts
As a kind of practical English style,the international business contract has its unique stylistic features.
Firstly，business contracts are conventional in terms of a discourse pattern. Every contract is complete and rigorous,never being arranged at random.Three major parts of the business contract—preamble,body and closing must be set in an order,without which a contract shall not be deemed to be protected by law.Thus any business contract is organized in the order of headings,articles and detailed rules and regulations.
Secondly,the style is formal and dignified in terms of personal tenor.Obviously business contracts are concerned with imposing of obligations and conferring of rights.Furthermore they will become a kind of legal document binding on two parties and a legal evidence for settling disputes once executed under the law.From this business English contracts should give formal,even dignified regulations about the rights and obligations of the parties concerned.
All in all,business contracts,as a special kind of practical writing,have the unique features in many aspects,thus leading to some specific principles for writing them.The basic writing principles of effective business contracts can be summed up into the following points:
（1)Clearness
Clearness is a very important principle in any style of writing,not speak of this legal document in the formal style.Clearness in words and sentences can tremendously affect the accuracy,effectiveness and formality of business contracts.
（2)Conciseness
Conciseness refers to writing or expressing something as short as possible without affecting its clearness and completeness.As a kind of practical writing, business contracts should briefly stipulate transaction conditions,obligations and rights of both parties so as to realize the transaction legally and successfully. Sometimes，unnecessary repetition or wordy expressions just cause readers not to know or even misunderstand the real meanings.
（3)Completeness
Completeness is the basic requirement of drafting business contracts.Every contract is complete and contains all necessary points,never being arranged at random.Actually，an incomplete business contract will affect its effectiveness for both parties and even possibly cause some unnecessary troubles or claims in subsequent transactions.