Transcript Document

PRINCIPLES OF CONTRACT
DRAFTING IN ENGLISH
Chris Goddard
SHORT RÉSUMÉ:
Christopher Goddard
Contact information:
Christopher Goddard
 Office email: [email protected]
Background experience: law, languages, training
 1965 - 1983 English lawyer.
 International training projects in Central and Eastern
Europe.
 Consultant at International Criminal Court
 EU legal writing/ legal linguistics expert
+ from 1999 to date
Riga Graduate School of Law
responsible : legal writing, reasoning, study skills
Courses and programmes include:
 Master’s in International and EU Law
 Continuing Professional Development for lawyers,
judges, translators and interpreters, civil servants
 Legal linguistics programme for lawyers and
translators from autumn 2007
Other Activities in law and linguistics
 Own UK-based company
Activities
Editing and proof-reading
legal English texts prepared
by native and non-native
speakers of English.
Activities
 Revising legal English texts translated into English
from French, German, and Russian by native and
non-native speakers of English.
 Translating legal texts into English from French,
Russian and German.
Clients and customers include
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international law firms
universities
NGOs
banks
authors of books and articles
governments
International Criminal Court
EU
British Council
Relevant Education and Training
 Doctoral studies (legal linguistics) at University of Lapland
(Professor Heikki Mattila).
 Law Society of England and Wales: Solicitors’ Qualifying
Exams (= bachelor’s degree) 1971.
 (UK) Master's Degree in Education (M.Ed.) (Sheffield
University) (2002)
 (UK) Institute of Linguists' Post-Graduate Diploma in
Translation(1986)
Horror-show...
“7. ARBITRATION
 7.1. All disputes and differences, which may arise during the
execution of present AGREEMENT, are to be considered by
agreement with both parties.
 7.2. Should the dispute of parties not be solved by an
agreement, it shall be decided by a competent law-court. Its
competence shall be determined by Latvian law when the
prosecuted party is the customer and by Slovak law when
this party is the provider.”
Parties: regional airline and global oil company
 object of contract: supply of fuel.
 text prepared by non-native speaker (NNS) of English
 unsatisfactory linguistically
 unsatisfactory as legal text.
Who was guilty?
 lawyer?
 translator?
English
 international language of legal communication
Law: an area where...
 English assumes a
 high profile as a
 global common language in
 inter-cultural contexts.
Supranational bodies
e.g., UN, NATO, EU, WTO)
 increase in legal documentation using English as a
common language
 e.g., legislation, regulations, agreements
Legal English
 medium for international commerce
 in-house company language
 mergers and acquisitions
 international commercial contracts
Implies need for meaningful communication of information
and ideas:
 from a wide variety of source cultures, languages,
and legal systems...
 through the medium of English by lawyers and
others...
for target audiences :
 ...whose mother tongue may not be English...
and
 whose legal systems and cultures may not easily
correspond with those of the source or the
medium
English:
 a tool for mutual understanding
(Crystal 1997)
 a medium and subject of global misunderstanding
(Spichtinger 2000)
The new international lawyer operates
 beyond national contexts
 with different legal regimes
 with different cultures
 with foreign individuals/institutions
The new international lawyer...
 brings a legal perspective that transcends the
national and cultural perspective
 offers interdisciplinary background (e.g.,
economics, business, political science)
The new international lawyer
 not the traditional model
 (e.g. treaties, borders, fishing rights at sea)
DIFFERENT LEGAL SYSTEMS
 Common law and Civil Law
 Importance of concept behind terminology
 Some concepts unknown in unrelated legal
systems e.g., partnership
 Some concepts have different labels in different
legal systems e.g. estoppel/legitimate expectations
DIFFERENT LEGAL SYSTEMS
 Some expressions look the same but are different
(‘ false friends’) e.g. equitable
 Some words have more than one technical legal
meaning e.g. execution
 Some concepts broader or narrower in different
legal systems e.g. force majeure v impracticability
DIFFERENT LEGAL SYSTEMS
 Problem of equivalence
 Some concepts accepted in some legal systems but
not others e.g. IP rights
 Some remedies available in some legal systems but
not others
 e.g. contractual security rights in movable property
(e.g. retention of title)
International Contracts in English
 Largely on basis of common law models
 But should be:
 Written in English and
 Conceptualised + structured in line with
governing law
 i.e. Taking up the linguistic challenge (expressing
legal concepts in a foreign language)
Poor coordination between common law
model and civil governing law
 Fluent text not in line with governing law
 e.g.Representations and warranties clauses may
not correspond to governing law
Poor coordination between common law
model and civil governing law
 Drafting + translating legal text for international
use requires:
 knowledge of or access to:
 relevant legal systems and
 their respective languages.
General Writing Principles
Applicable to Contract Drafting
CONTRACT DRAFTING PROCESS
 What parts the contract must include
 What situations the contract must cover.
 Know what the parties in fact want
CONTRACT DRAFTING PROCESS
 Use clear, simple, businesslike language
 Make each clause do one thing, not more.
CONTRACT DRAFTING PROCESS
 Check for ambiguities:
 one term for one item
 definition section for key terms
 do not use one term for several different items
READABILITY:
 Are subjects and verbs close together?
 Are unnecessary modifiers eliminated?
 Are sentences not overly long?
READABILITY:
 Are lists clearly structured?
 Are unnecessary prepositional phrases eliminated?
 Is the text generally concise?
OTHER POINTS
 No archaic terms (e.g., hereinafter, hereby)
 No legal pairs (e.g. good and sufficient)
 No Latin or foreign expressions (e.g., bona fide)
OTHER POINTS
 Plain English, not legalese.
 Precision: revising old text
 e.g.: “Bids must be submitted by May 6”.
 When revising old text, be careful of
accidental changes.
OTHER POINTS
 Use the right verb
 English has many ways to describe
 obligation, rights, prohibition and permission,
 freedom to choose and limits on that freedom.
 Don’t use “shall” (Alternative: use present simple
tense) or “agrees to”.
OTHER POINTS
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Prefer the singular
State requirements positively
Repeat key terms
Active voice
OTHER POINTS
 Sentences
 Keep sentences short: average 15 words.
 Note: exception when using bullet points and
lists.
 Keep subjects and verbs together
 Keep compound verbs together
OTHER POINTS
 Put verbs early: let readers know what the
sentence is going to do.
 Put main clauses early: first generalise, then
qualify.
 Rearrange long sentences: use punctuation
surgically.
Economy
 Make verbs do more work: they are most
important.
 Use more Verbs: be active, give life to sentences.
 Avoid the …ion of and the …ment of: gives
shorter, livelier sentences.
Economy
 Make verbs strong: strong verbs do more work
than weak ones.
 Prefer the present tense: using future (shall) when
drafting confuses readers concerned with today
(is).
 Reduce length of clauses and phrases: minor ideas
need minimum words.
Final language point
 Note: Special rule in special case: e.g., if…., then…
Using Defined Terms
Introduction: When to use defined
terms?
 Referring to same concept twice or more in a
document
 When the concept needs more than a few words
to explain
How do defined terms work?
 “External” defined terms: unique to external
circumstances transaction (e.g., names of parties,
location of real property, etc.).
 “Internal” definitions: refer to concepts internal to
document.
How can defined terms simplify
transactional documents?
 Ensure that complex expressions appear only once
in a document.
 This preserves simplicity, certainty, and
consistency.
Overview of Contract Standard
Provisions
Introduction
 Contract components vary
 Depends on nature and complexity of transaction.
Usual terms include:
 Title
 Reflects focus of transaction.
Usual terms include:
 Preamble/Recitals
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Identifies purpose of document
Describes the transaction.
Identifies parties, date, and nature of transaction.
Intent of parties
Any assumed facts underlying the transaction.
Often appear as the “whereas” section.
CONSIDERATION
 UK and US agreements require consideration.
 “Exchange of money or money’s worth”
 e.g., exchange of dollars for goods, or exchange of
mutual promises.
COVENANTS
 Promises that the parties make
 E.g., promises to deliver goods or not to compete.
REPRESENTATIONS AND WARRANTIES
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Identify assumed facts underlying the agreement.
Represent the heart of the deal
Tend to be heavily negotiated.
e.g., representation and warranty that goods are
sold in working order.
INDEMNIFICATION
 Allocation of liability if the s**t hits the fan.
 e.g., who is liable for what, and to what extent.
Overview of Contract Standard
Provisions
BREACH AND CURE
 What will constitute a breach of the agreement?
 What opportunity will the parties have to “cure”
the breach?
TERMINATION
 When the parties can terminate the agreement
 Procedures for termination.
REMEDIES
 Consequences in the event of termination.
 What the parties are entitled to in the event of
breach or termination.
 e.g., a dollar amount, a formula, or a mechanism
(such as arbitration).
ADDITIONAL IMPORTANT
CONTRACT PROVISIONS
 Assignment
 Choice of Law
 Amendment and Waiver
 Arbitration
ADDITIONAL IMPORTANT
CONTRACT PROVISIONS
 Integration and Severability
 Notice
 Authority to Sign
 Currency clause
Planning Ahead for Problems;
Interpreting Contracts
Termination Provisions
Introduction
 Special attention: “exit provisions”.
 Valuable contractual protection.
TERMINATION for CAUSE
 Refers to material breach not cured within a
specified period.
OPPORTUNITY to CURE
 Right to terminate contract if breach not cured in
specified time.
EVENTS TRIGGERING TERMINATION e.g.:
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Insolvency, bankruptcy or liquidation
Merger of the other party
Change of control of the other party
Changes in governmental regulations
Failure to meet certain specified performance
levels
Impracticality of Performance and
Frustration of Purpose
UNDERSTANDING LIMITATIONS
of IMPRACTICABILITY
 Risk allocation may decide here.
 e.g. Negatively affected party assumed risk of
event
 Then - no excuse for non-performance.
 So, careful drafting required as to risk allocation in
contract.
Risk Allocation in Contracts
Introduction
 Risk allocation: focus of many disputes.
 Analysis of risk allocation quite simple:
 If someone assumed risk, then no excuse for not
performing.
Introduction
 Contract should clarify.
- express and specific term assigning risk
- general provision allocating risk of disruptions or
calamities.
- these general provisions are called force majeure
clauses.
FORCE MAJEURE CLAUSES
 Force majeure: a term describing a “superior
force” event.
 Two purposes:
- to allocate risk
- to inform parties of events suspending or excusing
performance.
FORCE MAJEURE CLAUSES
 Essential requirement:
- event unforeseen
- event not within the control of either party.
FORCE MAJEURE CLAUSES
 Examples:
- “acts of God”
- superseding governmental authority
- civil strife
 labor disputes.
FORCE MAJEURE CLAUSES
 BUT no uniform set of events constituting force
majeure.
 Force majeure:
- a flexible concept
- allows parties to formulate an agreement for their
needs
- allows new concepts e.g. terrorism.
NEGOTIATING FORCE MAJEURE CLAUSES
 Important: check events + risk allocation
 Avoids clause being one-sided or unenforceable.
DRAFTING a FORCE MAJEURE CLAUSE
 Either:
- rely on general clauses or
- list which events constitute force majeure (better)
 language may be industry-specific.
INVOKING a FORCE MAJEURE CLAUSE
 May invoke if:
- listed event occurs
- out of the party’s control and
- prevents performance of contractual obligation.
 Burden of proof is on party who wants to invoke
FM clause.
 FM event may suspend or excuse performance.
SAMPLE FORCE MAJEURE CLAUSE
 Neither party shall be liable in damages or have the right
to terminate this Agreement for any delay or default in
performing hereunder if such delay or default is caused
by conditions beyond its control including, but not
limited to Acts of God, Government restrictions, wars,
insurrections ad/or any other cause beyond the
reasonable control of the party whose performance is
affected.
Clauses that Address the Possibility
of Future Litigation
INTRODUCTION
 Well-drafted contracts do not always avoid
litigation (or arbitration).
 Litigation takes time and costs money.
 Always include clauses on possible litigation (and
arbitration).
FORUM SELECTION
 Specify place for filing lawsuits.
 Specific jurisdiction and venue.
 Consider:
 cost
 some jurisdictions more user-friendly
CHOICE of LAW
 i.e., Which laws govern the contract: Legal
jurisdiction
 Must be rational reason for law chosen.
 Careful research and negotiation needed…
 …Because laws of different jurisdictions may
affect parties differently
CHOICE of LAW
 Choice of law clause may not be 100% guarantee – depends
on individual countries’ implementation.
 National or international?
 i.e. Third party claims may mean some other law imposed.
 Only defines laws governing relationship between
contracting parties.
ALTERNATIVE DISPUTE
RESOLUTION (ADR)
 ADR procedures:
- often cost-effective
- enable quicker disposal of claims.
 ADR clauses useful in international
agreements.
ALTERNATIVE DISPUTE RESOLUTION
(ADR)
 Also, parties may agree specific matters, e.g.:
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whether arbitration binding or non-binding;
how the arbitration provision is to be triggered;
where arbitration would take place;
which rules will govern the arbitration
proceedings;
- selection of arbitrators.
Other Important Clauses; Assembling
Contracts
Understanding General Clauses
Introduction
 General section: business matters relating to
agreement
 Usually at the end.
INTEGRATION (ENTIRE AGREEMENT
CLAUSE)
 “The agreement constitutes the entire agreement
between the parties.”
 Clarifies: no conditions other than in the agreement.
 Purpose: to prevent related dealings being used to
vary or interpret.
WAIVER
 Parties may want to waive violation once.
 Waiver clause clarifies that:
- once means once only;
 delay or omission in exercising right does not mean
waiver.
TIME is of the ESSENCE
 For certain events, time is (can be made) of the
essence.
 This means: failure to follow deadlines =
termination.
AMENDMENTS
 Normally, any changes must be:
- agreed
- in writing
- signed by parties.
SURVIVAL CLAUSE
 Provides for survival of obligation after termination
of contract.
 e.g., confidentiality.
SEVERABILITY CLAUSE
 Covers situation where
- litigation, and
- court rules part of agreement invalid,
illegal or unenforceable
- “diseased” part is severed
(“amputated”) from agreement
- remainder of agreement continues.
REMEDIES CLAUSE
 Agreements may list remedies available for breach.
 However, general remedies available under the
law.
 Clause: “Remedies in contract are extra – not a
substitute”.
FURTHER ASSURANCES CLAUSE
 Covers further actions or formalities after closing
or execution.
 e.g., signing documents, administration.
CURRENCY CLAUSE
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International agreements
Specifies currency of payment
Can also apply to damages (compensation)
Conversion date (vital to avoid big fluctuations).
e.g. RGSL
Contract Interpretation Issues
Problems arise where parties:
 fail to express their agreement adequately,
 leave a material aspect of agreement vague or
ambiguous, or
 fail to resolve a material aspect,
 fail to provide for a material aspect at all.
Problems arise...
 Such problems arise when not enough attention to
detail in:
- negotiating the contract
- drafting the contract
 Poor drafting = contract fails to reflect
expectations.
Indefiniteness results from:
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vagueness,
ambiguity,
omission or
irresolution.
Vagueness:
 term stated obscurely or in general language
 result: meaning unclear.
Ambiguity = term capable of more
than one meaning
Ambiguity caused by:
 a word itself or
 in sentence structure of a sentence
Resolving vagueness and ambiguity
 Sometimes, contextual evidence may help, e.g.:
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other parts of contract
parties’ course of dealing,
trade custom or usage
standard terms recognized by law.
 Failure to clearly record intentions may =
unenforceable relationship.
OMITTED TERMS
 Term omitted = term simply not there.
 Therefore gap in agreement
UNRESOLVED TERMS
 Occurs when issue raised in agreement but not
settled in it.
 e.g., “Delivery mode to be agreed”
 Result: indefiniteness
 “Agreement to agree” not definite enough for firm
+ final contract
TERMS LEFT for FUTURE
DETERMINATION
 Alternatives:
- formula or external source or standard for objective
criteria.
- leave the determination of term to discretion of one
party (risky)
- omit the term from the contract (may mean contract
unenforceable)
- “agreeing to agree” but no contract exists until all
material terms settled.
Basic Language Guide to Drafting
Legal Documents in English
Avoid Archaic terms
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hereinafter
hereby
aforesaid
deem
Avoid Legal pairs and phrases
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basic and fundamental
full and complete
true and accurate
each and every
true facts
Avoid Latin or foreign expressions
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bona fide
ipso facto
pacta sunt servanda
in rem
Use Plain English, not legalese
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perform
render
commence
terminate
ascertain
deem
do
make/give/give back
begin/start
end/stop
learn/find out
think/consider
Use Plain English, not legalese
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on the grounds that
for the reason that
due to the fact that
based on the fact that
in view of the fact that
owing to the fact that
because
because
because
because
because
because
Use Plain English, not legalese
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during the course of
in the event that
if
for the purpose of
to
the question as to whether
take into consideration
 a number of
during
whether
consider
some/many
Prefer active to passive verbs
 Passives: examples
 When the employee is returned to duty, leave
balances are reconstructed and any leave forfeited
is restored.
 becomes:
Prefer active to passive verbs
 When the company returns the employee to duty it
reconstructs leave balances and restores any
forfeited leave.
 and…
Prefer active to passive verbs
 Written comments should be sent to Mindaugas
Ensefalaitis. They must be received on or before
May 1.
 becomes:
Prefer active to passive verbs
 Please send written comments to Mindaugas
Ensefalaitis, to reach him NLT May 1.
Sentences: keep them short
 One 50-word sentence…
 It has been determined that this is not a major amendment
under EU Directive 12291 because this amendment will not
result in an annual effect on the economy of є100 million or
more or a significant increase in costs for consumers;
industry; or Community, Member State, or local
government agencies.
could read as three short sentences:
 This is not a major amendment under EU
Directive 12291. It will not result in an annual
effect on the economy of є100 million or
more. Nor will it significantly increase costs
for consumers; industry; or Community,
Member State, or local government
agencies.
Sentences: keep subjects and verbs together:
 The following:
 The courts generally, when a taxpayer hands over all
books and records and otherwise makes a full and
complete disclosure of all of the facts to a third party to
whom the task has been given of preparing the
taxpayer’s annual tax return, will not find fraudulent
intent.
looks better as…
 The courts generally will not find fraudulent intent when a
taxpayer hands over all books and records and otherwise
makes a full and complete disclosure of all of the facts to a
third party to whom the task has been given of preparing
the taxpayer’s annual tax return.
 Note: the above sentence also has other problems.
Sentences: keep compound verbs together.
 The Director may, in accordance with the
procedures set forth in part 104 of this chapter,
take action against counsel for improper conduct
in the course of an investigation.
This might read:
 The Director may take action against counsel for
improper conduct in the course of an
investigation. Procedures are in part 104 of this
chapter.
 Note: the new version also deals with other
problems in the first sentence.
Sentences: put verbs early
 Verb late:
 Photographs and other kinds of job and
professional information such as current duties,
prior employment, types of degrees, and schools
are optional kinds of information for the intranet.
 Verb early
 Optional kinds of information for the intranet are
photographs and other kinds of job and
professional information such as current duties,
prior employment, types of degrees, and schools.
 Note: the improved sentence could still be
better…
Sentences; put main clauses early
 Main clause late:
 If it is found that any Member State adjustment to the Commission rule
is in any way ambiguous with respect to the stringency of applicability,
the stringency of the level of control, the stringency of the compliance
and enforcement measures, or the stringency of the compliance dates,
for any affected source or emission point, we will disapprove the
Member State rule.
Main clause early:
 We will disapprove the Member State rule if it is found that any
Member State adjustment to the Commission rule is in any way
ambiguous with respect to the stringency of applicability, the
stringency of the level of control, the stringency of the compliance
and enforcement measures, or the stringency of the compliance
dates, for any affected source or emission point.
 Note: the improved sentence could still be much better…
Sentences: rearrange long ones
 Long and lifeless…
 No person may directly or indirectly offer for three years after the
conversion to acquire or acquire the beneficial ownership of more than
10% of any stock in the converted savings association without the prior
written approval of the Financial and Investment Controls Agency
(FICA).
Surgically punctuated:
 For three years after the conversion, a person must have the prior
written approval of the Financial and Investment Controls Agency
(FICA) for the following: a direct or indirect offer to acquire (or
acquire the beneficial ownership of) more than 10% of any stock in
the converted savings association.
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 Note: the change to positive language helps.
 Note also: the possibility to use a list.
Parallelism: grammatical
 All parts of a list should use the same grammatical
form.
 Below are four possibilities:
Parallelism: All actions
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In phase 1, do three tasks:
Conduct paint tests.
Analyze test equipment.
Write software documentation.
Parallelism: All things
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Phase 1 has three tasks:
Paint tests.
Test-equipment analysis.
Software documentation.
Parallelism: All gerunds
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Phase 1 has three tasks:
Conducting paint tests.
Analyzing test equipment.
Writing software documentation.
Parallelism: All infinitives
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Phase 1 has three tasks:
To conduct paint tests.
To analyze test equipment.
To write software documentation.
Parallelism: to clarify comparisons
 Comparison difficult
 The total value of the cash is called “cash in” when
deposited into the system. The term “cash out”
refers to the total value of the cash removed from
the system.
Parallelism: to clarify comparisons
 Comparison easy
 “Cash in” means the total value of the cash
deposited into the system.
 “Cash out” means the total value of the cash
removed from the system.
Parallelism: Single if obscures
differences
 If the volume of traffic is heavy, vehicles may
have to wait at the border for three days or
more. Expect a wait of up to two days if the
volume of cross-border traffic is light.
Parallelism: Two ifs clarify differences
 If the volume of traffic is heavy, vehicles may
have to wait at the border for three days or
more.
 If the volume is slow, the wait is likely to be less
than two days.
 Note: Special rule in special case: e.g., if...,
then…
Parallelism: Use vertical lists to test
for parallelism
 Running text hides the error:
 The identification code speeds up filing,
retrieval, and eventually to dispose of the
documents.
 Lack of –ing ending stands out
Parallelism: Use vertical lists to test
for parallelism
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The identification code speeds up:
filing,
retrieval, and eventually
to dispose of the documents
 Note: a list usually contains no more than seven
elements…
Parallelism: Long list loses
parallelism
 As the Equal Opportunities Counselor, you have
these duties:
 Make whatever inquiries…
 Seek to resolve…
 * *
*
 The aggrieved person’s identity must not be
revealed.
Parallelism: Long list holds parallelism
 As the Equal Opportunities Counselor, you have
these duties:
 Make whatever inquiries…
 Seek to resolve…
 * *
*
 Do not reveal the aggrieved person’s identity.
Economy
Economy
 Shorter is usually (but not always) better.
 Ten pages may be too much; 100 pages may be not
enough.
 Length depends on content and audience.
Economy
 Plain language saves words (but adds headings).
 Plain language improves organization, wording and
content.
 Useful pointers include:
Economy: make verbs do more work
 Verbs are action words. Verbs do things.
 Economy: use more Verbs
Nouns are static
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At the start of the program…
Due to changes in formats…
The test must include two things:
A demonstration of…
An analysis of…
Verbs add life
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When the program starts…
Because formats changed…
The test must include two things:
Demonstrate…
Analyze…
Economy: avoid the …ion of and the
…ment of
 The …ion of and the …of
 You are responsible for the development and
implementation of the program.
Economy: avoid the …ion of and the
…ment of
 Verbs add life
 You are responsible for developing and
implementing the program.
 Or,
 Develop and implement the program.
Economy: avoid the …ion of and the
…ment of
 Trading must stop during the preparation by
the Exchange for the replacement of the
electronic price indicators.
Economy: avoid the …ion of and the
…ment of
 Trading must stop while the Exchange prepares
to replace the electronic price indicators.
Economy: make verbs strong
 Examples of weak verbs: is/are, give, have, make,
take, provide.
Economy: make verbs strong
 Weak verb: be
 Weak sentence: These regulations are applicable to
all employees.
 Strong sentence
 These regulations apply to all employees
Economy: make verbs strong
 Weak verb: have
 Weak sentence: The regulation will have a
significant effect on deposits.
 Strong sentence
 The regulation will significantly affect deposits.
Economy: make verbs strong
 Weak verb: make
 Weak sentence: Make use of the procedure.
 Strong sentence Use the procedure.
Economy: make verbs strong
 Weak verb: provide
 Weak sentence: Provide motivation for industry to
comply.
 Strong sentence Motivate industry to comply
Economy: prefer the present tense
 Write as if the text (e.g., contract, statute, rule) is
already in effect.
 That way, you avoid the extra words that go with
complex tenses.
Economy: prefer the present tense
 Change
 Complex verb tenses
 § 1.4 If Employee shall repeat conduct in respect of
which Employer has already issued a warning, then
the next phase of the disciplinary procedure will
come into effect.
 to
Economy: prefer the present tense
 Simple present tense
 § 1.4 If Employee repeats conduct covered by
Employer’s previous warning, then the next phase
of the disciplinary procedure comes into effect.
Economy: reduce length of clauses
and phrases
 Clause
 The domestic legal systems that are subordinate to EU law retain a
degree of independence.
 Phrase
 The domestic legal systems subordinate to EU law retain a degree of
independence.
 Word
 The EU’s domestic legal systems retain a degree of independence.
Economy: avoid “Officialegish” – use plain
English: phrases
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Officialegish
comply with
for a period of
in accordance with
in the amount of
in the event that
is authorized to
on a weekly basis
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Plain English
meet
for
under
for
if
may
weekly
Economy: avoid “Officialegish” – use plain
English:phrases
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prior to
provided that
pursuant to
the provisions of
the requirements of
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before
if
under
(avoid)
(avoid)
Economy: avoid “Officialegish” – use plain
English:words
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Accorded
approximately
attempt
consequence
deem
expend
expiration
inform
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Given
about
try
result
consider
spend
end
tell
Economy: avoid “Officialegish” – use plain
English:words
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Notify
obtain
provided
regarding
retain
said
such
utilize
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Tell
get
but, if, unless
about
keep
the, that, those
the, that, those
use
Economy: remove it is and there is
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Why?
Because they make sentences start slowly.
Slow start
It is the legal obligation of the agency to assess a
late fee.
Economy: remove it is and there is
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Quick start
The agency is legally obligated to assess a late fee.
Slow start
There are several proposals that would improve
current procedures.
Economy: remove it is and there is
 Quick start
 Several proposals would improve current
procedures.
Economy: use neither too many nor too
few prepositions
 Too many prepositions
 One of the requirements is…
 About right
 One requirement is…
Economy: use neither too many nor too
few prepositions
 Too many prepositions
 The last paragraph in the first section of the
order permits quarterly payment of royalties.
 About right
 The last paragraph in the order’s first section
allows quarterly royalty payments.
Economy: use neither too many nor too
few prepositions
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Too few prepositions
oil transportation rate variances
About right
variances in rates for transporting oil
Economy: use neither too many nor too
few prepositions
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Too few prepositions
first year additional error correction costs
About right
costs of correcting additional errors in the first
year
Economy: use neither too many nor too
few prepositions
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Too few prepositions
new interest calculation methods
About right
methods to calculate new interest?
new methods to calculate interest?