Use of Shall in legal English
Generally speaking it has a mandatory function meaning a duty, an obligation. However, other legal documents show us that shall is actually used to perform a number of semantic functions .
Sometimes it could well be replaced by other modal verbs - must, should , may, be to
It can imply obligation, but can also be used with a future meaning.
Eg: The defendant shall file an answer within thirty days. (Obligation)
Eg: The lease shall terminate after 1 year. (Future)
Below are some contract clauses expressed in everyday English. Can you write the formal version by using shall and or other modal verbs:
1. The buyer must nominate when the goods will be shipped.
............... / ............ / ........../ ............/……… date ………/……… .
2. The buyer must tell the seller when the vessel or vessels will probably be ready. The buyer must tell the seller more or less how much is going to be loaded onto the vessel. The buyer must do this at least two weeks before the goods are shipped .
………. /………. shall .........../ .......... /.......... /........../.......... two ........../.......... /.......... probable ………. /.......... vessel(s) ........../ ........../ ........../.......... quantity .......... / ........../ ………. .
3. As soon as the buyer has notified the seller when the vessel will probably be ready, the seller must nominate a port where the goods will be loaded .
Upon ........... / .............. / ………./ ………./ ………./ ……… , ......... seller ………./ ………./ ………. port ………./ ………./ ………./ ………./ ………. .
4. The deadline for shipping the goods is 22 May 2008.
………./………./………./………. later ………./………./………./………. .
Prepositions
2 Prepositions Complete the following sentences about contract law using the
prepositions in the box.
against for for in into to to under
1 An individual or a business may enter .....into….. a contract.
2 Anyone who is not a party………. the contract Is considered a third party
and cannot be obligated to do anything required………….. the contract.
3 lf one of the parties breaches a contractual obligation, the non-breaching party
may file a lawsuit……………. the breaching party.
4 Furthermore, a party will not be required to perform its contractual obligations if
another party is ………….breach.
5 Damages are awarded………….. a party …………..any loss that the party
has suffered as a result of a breach of contract.
6 However, a party will ……………not always be able to recover all losses when suing
damages.
Word formation: Can you think of verbs, adjectives and/or nouns of these words below
1 terminate 2 summary 3discuss 4 instruct 5specify
6 ship 7 agree 8be 9 subsequent 10 certain
11 intend 12 confirm 13necessary 14 act 15 short
Let's look at this email of advice. Some words have been taken out. Can you think of the correct word, based on the previous exercise we did on word formation.
Subject: The termination of your contract with Drexler Inc.
Dear Mr McKendrick
Thank you for coming to see me on 30 May when we discussed the 1) ..…….of your contract with Drexler Inc. I am writing to 2) ………. our 3)………. and to confirm your 4) ……….. .
You told me that Drexler Inc. agreed to purchase a large quantity of goods (exact amount 5)……….) from your firm, Export Threads. Under clause 2a of the contract, Drexler were to give you two weeks' notice of the date of 6) ………. so that you could arrange a port for the loading of goods. You were unable to arrange this because Drexler failed to let you know by the 7) .......... date. You now wish to terminate the contract.
The legal issue here is whether or not Drexler's breach is enough to allow Export Threads to terminate the contract without 8) .......... liable for damages. If the contract term in question can be shown to be a condition, you will be able to terminate the contract without fear of damages being awarded against you. If the term is simply a warranty, you will be able to claim damages to cover any costs you have incurred as a result of this breach, but may not actually terminate the contract.
Recent case law suggests that if you do choose to terminate the contract, and if Drexler
9)………… decide to sue you, the courts would rule in your favour. Your contract involves a chain of sales, and in such cases, the need for 10)………… is very important. You were unable to arrange the loading of the goods as a direct consequence of Drexler's breach of clause 2a, and this term would be interpreted as a condition.
I will write a letter to Drexler Inc. outlining the above and notifying them of your 11) ........... to terminate the contract. I will request 12)………. from Drexler that they accept our interpretation both of the events and of the relevant law, and that your termination of the contract will not lead to any 13)………. legal 14)………. on their part. I will be in touch again 15)………. . Please do not hesitate to contact me if you have any questions.
With kind regards
Charles Dawe
