英文商务合同中的语言特征.doc

湖北省高等教育自学考试英语专业

毕业论文

题目：浅析商务英文合同中的词汇特征

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The Lexical Features of Business Contract

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论文摘要

合同语言与普通语言有着很大的区别，本文结合合同英语的具体情况以及法律上对合同的不同定义，从合同语言的特征出发，旨在分析英文商务合同中的一些常见的词汇特征。通过对语言特征的探讨，总结出撰写一般英文商务合同时应注意和避免的问题。

关键词：词汇特征，法律英语，正式用语，古体词
Abstract
There are great differences between the contract language and the daily language. This paper is intended to analyze the lexical features of English business contract and put forward some detailed points which should be paid attention to when we are dealing with problems concerning the business contract.
Key words: lexical features, formal words, technical words
The Lexical Leatures of Business Contract
1. The background information about business contract
1.1 Business contract is the product of the development of commodity economy, emerging with the emergence of commodity economy, and also it is the legal form of commodity exchange.

1.2 Contracts are essentially promise, or groups of promises, promising to do something in the future. If the promises have certain characteristics defined by law, then they will give rise to rights which will be protected by society, and any breach of the promises would bring about enforced remedies.
A contract is said to be executory until all of the parties have fully performed their responsibilities under the contract; at that point it becomes an executed contract.
A contract may be either express or implied. An express contract has its terms, conditions, and promises specifically set forth in words; whereas an implied contract is one where the essential are not set forth in words but must be determined from the circumstances, general language, or conduct of the parties.
According to the second clause of Contract Law issued in 1999：A contact in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is ,between natural persons, legal persons or other organizations.

1.3 The sketch of contract English
Martin Joos has come up with five varieties concerning with the use of language, namely frozen style, formal style, consultative style, casual style and intimate style ( , published in 1961). It is widely supposed that business contract language belongs to frozen style, the most formal language according to Martin Joos’s five varieties.
A contract is an official document defining the rights and duties for both parties，and its language varies from daily language. It is highly specialized and all the sentences are tedious and complicated, and also the words are rarely used, sometimes it is extremely hard to understand. In addition to the above features, the use of Latin and old English is its another characteristic. Any omission in the contract would arouse dispute for all the parties involved.

2. Lexical features of business contract
2.1 The use of formal words
Business contract English would clearly stipulate the rights, obligations and the code of conduct for both parties, and the wording must be rigorous, accurate without any personal emotion. So, formal words are frequently used, words like slang, proverb, dialect and Banter language are not allowed in the contract.  For example:
1）At the request of Party B, Party A agrees to send technicians to assist Party B to install the equipment.
“Assist” is more formal than “help”
2）The Appendix hereto shall, through the contract period, be deemed to be construed as party of the Contract.
“be deemed” is more formal than “be considered”
3) The first Board meeting shall be convened within one month after the issuance of the Company’s business license.
“convene ” is more formal than “call”
More examples:
formal : less formal:
require ask
consent agree
prior to before
in effect in fact
cease to do stop to do
construction explanation
commencement start/begin
miscellaneous other matters/events
by virtue of due to /because of
indemnities compensation
tenancy lease of property
obtain get
render give
repatriate send back
title ownership。
execute sign
assign transfer.
terminate stop
confirm make sure
in accordance with according to
Approximately around
as regards/with regard to/concerning relating to about
at the close of the fiscal year in the end of the fiscal year
construe / comprehend a contract understand a contract
intend/desire to do want to do/ wish to do
2.2 The use of archaic words and loan words
Business contract English has the feature of archaic form, and one of the most important signs is the use of archaism. Although archaism is rarely used in modern and oral language, it accounts for a large proportion in legal like business contract, showing its serious style. The most characteristic archaic form is composite adverb formed by free morphemes where、here、there、in、by、with、after etc. For example: hereto，hereof，herein，hereinafter, thereto，thereon，therein，thereof, whereby，wherein，whereof, whereupon.
The use of archaism not only shows the seriousness , but also avoids the unnecessary repeat, thus the contact is more concisely and clearly expressed. For instance, sentence like “according to relevant terms and conditions in the contract” is hardly seen in a contract, the common expression is “pursuant to provisions contained herein” or simply replace “in the contract” with “herein”. Another example, in western business community, they often choose expression like “Neither party hereto may assign this contract”, and few people will express the same meaning like “Neither party to the contract may assign this contract”.
The following –mentioned bear special meaning:
here + pre.：
hereunder = under this hereby = by this
hereto = to this hereof = of this
herein = in this hereinafter = later in this Contract
hereinbefore = in the preceding part of this Contract
e.g.,:
This contract is entered into and made duplicate by and between A Company (hereinafter referred to as “Party A”) and B Company (hereinafter referred to as “Party B”).

there + pre.:
therein = in that thereof = of that
thereto = to that thereon = on that
therefrom = from that therefor(e) = for that
thereafter = after that
aforesaid = above-mentioned
under-mentioned = the following
Apart from the archaism, there are some loan words in the business contract language, especially Latin words and France. For example, ad valorem duty, bona fide holder, pro rata tax rate, insurance premium per capita, pro forma ( from Latin ) force majeure, de facto, agent ad litem (from France). These words all have fixed meaning, thus they can reduce the risk of misunderstanding.
2.3 The use of parallel structures
In business contract, the parallel structure is widely used, and the feature of juxtaposition is very common, i.e. synonyms or near synonyms are combined by the word “and” or “or”, for example, furnish and provide, fulfill or perform, transferable or assignable, null and void, in full force and effect. The use of these kinds of words, or we should say phrases makes it possible to exclude ambiguity and dispute caused by polysemy, for the common meaning of the two or more words can determine the final meaning, and this is what the business contract basically need, thus we can achieve the accurate and serious standard and guarantee the possibility of execution. Parallel structure is more persuasive than the single word in the explanation of word meaning.
For example:
This agreement is made and entered into by and between Party A and Party B.
Party A agrees to purchase from Party B the following commodity under the terms and conditions set out below.
Party A shall be unauthorized to accept any order sort to collect any account on and after September 20.
Here “on and after” clearly define the time scope.
The decision by such arbitration shall be accepted as final and binding upon both parties.
If the Contractor shall duly perform and observe all the terms, provisions, conditions and stipulations of the said Contract, this obligation shall be null or void but otherwise shall be and remain in full force and effect.
More examples:
obligations or liabilities releases and discharges
be and remain injury or damage
neglect or omit losses and damages
use and wont settle claims and debts
customs and usage libel and slander
free and clear packing and wrapping
amendments to or alterations of costs and expenses

2.4 The use of capitalization
In English contract, under some certain circumstances, a word should be written with a capital letter , here, we not only mean the first word in a sentence, sometimes even if it is not in the first place , it still should be capitalized. Under the following situation, the word should be capitalized:
1）the parties
e.g.: Party B shall inspect the raw materials supplied by Party A forthwith upon receipt thereof.
The Sellers and Buyers have agreed to close the following transaction according to the terms and conditions stipulated below
2）the name of organization
e.g.: China International Economic and Trade Arbitration Commission.
International Institute for the Unification of Private Law
China Commodity Inspection Bureau
International Chamber of Commerce
The Board of Directors
3）special name concerning the contract
e.g.: The Acceptance Test Manual shall be the document prepared by A which will be used by A
and the Purchaser FOR checking that the Equipment is in according with the specification and Approved data.
Here, the expressions “Acceptance Test Manual”, “Equipment”, “Approved data” bare special meaning concerning the contract.
4）the name of this contract , appendix and contract terms and additions
e.g.: Such Site Acceptance shall take place within a period of two weeks after the Effective Date to the Contract as such period may be extended pursuant to Article 6 hereof.
Party A and Party B shall make full endeavors to fulfill this Contract with the stipulated period. The schedule of various activities is attached at Appendix 4.
5）name of international convention, practice, laws and rules, regulations
e.g.: Employer and Employee in accordance with "The Labor Law of The People's Republic of China."
in accordance with the Regulations for the People’s Republic of China on Administration of Technology-introduction Contracts
Some common laws and regulations:
China Council for the Promotion of International trade
Term 2000(INCOTERMS 2000 for short)
United Nations Convention on Contracts for the International Sale of Goods（CISG for short）
The Uniform Customs and Practice for Documentary Credits
The Uniform Law on International Sale of Goods
The Uniform Law on the Formation OF Contracts for the International Sale of Goods
The Principles of International Commercial Contracts
6）monetary name
e.g.: Party A shall pay Party B a monthly salary of US$600 (SAY FIVE HUNDRED US DOLLARS ONLY)
The Joint Venture Company shall open foreign exchange accounts and Renminbi accounts with the Bank of China, Beijing Branch or other banks designated by the said bank.
2.5 The use of technical words
Contract is a valid economic document, and its language belongs to legal category. A great amount
of technical and formal legal terms are used in contract. These languages reflect the majesty of law.
Technical terms have a distinct stylistic character. Their meanings are accurate and have only one
understanding. What’s more, they are exactly unemotional without any bias. In order to accurately
describe so many different business activities and related documents, there are some conventional
terms. For example: in contract language, the word “policy” doesn’t mean a plan of action agreed or
chosen by a political party as what we always mean, here it means a written statement of a contract
of insurance. So, if we wish to understand business contract entirely, we must master the knowledge
of technical terms.
Here are more examples:
“negotiable” means that you can give to another person in exchange for money;
“right of recourse” means that you have the right to ask for reimbursement .
“party” means one of the people or groups of people involved in a legal agreement or dispute;
We must not ignore one thing, in business English contract, some ordinary words are technically
interpreted. Here are some examples:
1. This is a special offer and is not subject to our usual discounts.
In this sentence, the word “offer” means an amount of money that sb is willing to pay for sth.
2. Please send us the documents for negotiation as stipulated in the contract.
“negotiation” doesn’t mean discussion, but the purchase of draft and/or documents by nominated bank agreeing to make payment in advance.

2.6. Nominalization
In English business contract, noun is usually used to substitute verb, abject and long sentence, this is what we call nominalization.
a.1 The satisfactory fulfillment of the contract by both parties will be the basis for the development of business and further co-operation.
a.2 The both parties that fulfilled the contract satisfactorily will be the basis for the development of business and further co-operation.
b.1 The, quality, quantity, condition and weight of the goods ordered by the buyer shall be in strict conformity with the Contract stipulations.
b.2 The quality, quantity, condition and weight of the goods ordered by the buyer shall strictly conform to the Contract stipulations.
c.1 If the contracting parties dispute with each other, they shall settle the disputes through…
c.2 Should there be any disputes between the contracting parties they shall be settled through…

In the above sentences, the former one has applied the nominalization, and is more brief than the latter.
2.7 The use of modal verb “shall”
In English contract, the most common modal verb is “shall”. Generally speaking, in contract language, when the parties want to express the meaning of obligation, they usually use the word “shall”. So, it is uncommon to use “shall” if we sol