know what you’re talking about. What is worse, using too many words often

makes it difficult to understand what is being said. It forces a reader to

work hard to figure out what is going on, and in many cases the reader may

simply decide it is not worth the effort. Another side effect of verbosity

is the tendency to sound overblown, pompous, and evasive. What better way

to turn off a reader?

It is easy to recommend concision in expression but much harder to

figure out how to achieve it. In general, wordy writing has three

distinguishing characteristics: weak verbs, ponderous nouns, and lots of

prepositional phrases. The three are interconnected.

The key to writing clearly and concisely is to use strong active

verbs. This means that you should only use the passive voice when you have

a solid reason for doing so. If you look down a page you have written and

see that you are relying on forms of the verb be and other weak verbs like

seem and appear, you can often boil down what you have written to a

fraction of its size by revising with active verbs.

Here is an example:

It is essential to acknowledge that one of the drawbacks to the increased

utilization of part-time employees is that people who are still engaged

full-time by the company are less likely to be committed to the recognition

and identification of problems in the production area.

This passage has 45 words. We can boil it down to 14 by cutting out the

unnecessary words, using active verbs, and using noun modifiers to do the

work of prepositional phrases:

Using more part-time employees often makes full-time employees less

willing to report production problems.

A certain amount of repetition and redundancy has its uses. It

never hurts to thank someone and add that you appreciate what was done. The

recapitulation of the major points in a complicated essay can be a generous

service to the reader, not a needless repetition. If you keep focused on

what you are trying to accomplish and on what will help your readers or

your listeners, you will have less need to remember formal rules of good

writing. You will be able to trust your instincts and your ear.

5. Lexics of business letters

From the lexicological point of view isolated words and phrases mean

very little. In context they mean a great deal, and in the special

context of contractual undertakings they mean everything. Contract

English is a prose organised according to plan.

And it includes, without limitation, the right but not the

obligation to select words from a wide variety of verbal implements and

write clearly, accurately, and/or with style.

Two phases of writing contracts exist: in the first, we react to

proposed contracts drafted by somebody else, and in the second, which

presents greater challenge, we compose our own.

A good contract reads like a classic story. It narrates, in orderly

sequence, that one part should do this and another should do that, and

perhaps if certain events occur, the outcome will be changed. All of

the rate cards charts, and other reference material ought to be ticked off

one after another according to the sense of it. Tables and figures, code

words and mystical references are almost insulting unless organised and

defined. Without organisation they baffle, without definition they

entrap.

In strong stance one can send back the offending document and request

a substitute document in comprehensible English. Otherwise a series of

questions may be put by letter, and the replies often will have

contractual force if the document is later contested.

Contract phrases

Now it appears logical to examine the examples of favourite

contract phrases, which will help ease the way to fuller examination of

entire negotiations and contracts. A full glossary is beyond reach but in

what follows there is a listing of words and phrases that turn up in great

many documents, with comments on each one. The words and phrases are

presented in plausible contract sequence, not alphabetically.

"Whereas" Everyone's idea of how a contract begins. Some lawyers

dislike "Whereas" and use recitation clauses so marked to distinguish them

from the text in the contract. There the real issue lies; one must be

careful about mixing up recitals of history with what is actually being

agreed on. For example, it would be folly to write: "Whereas A admits

owing B $10,000..." because the admission may later haunt one,

especially if drafts are never signed and the debt be disputed. Rather

less damaging would be:

e.g. "Whereas the parties have engaged in a series of

transactions resulting in dispute over accounting between them..."

On the whole "Whereas" is acceptable, but what follows it needs

particular care.

"It is understood and agreed" On the one hand, it usually adds

nothing, because every clause in the contract is "understood and agreed" or

it would not be written into it. On the other hand, what it adds is an

implication that other clauses are not backed up by this phrase: by

including the one you exclude the other. «It is understood and agreed»

ought to be banished.

"Hereinafter" A decent enough little word doing the job of six

("Referred to later in this document"). "Hereinafter" frequently sets up

abbreviated names for the contract parties.

e.g. "Knightsbridge International Drapes and Fishmonger, Ltd

(hereinafter "Knightsbridge").

"Including Without Limitation" It is useful and at times essential

phrase. Earlier I've noted that mentioning certain things may exclude

others by implication. Thus,

e.g. "You may assign your exclusive British and Commonwealth rights"

suggests that you may not assign other rights assuming you have any. Such

pitfalls may be avoided by phrasing such as:

e.g. "You may assign any and all your rights including without

limitation your exclusive British and Commonwealth rights".

But why specify any rights if all of them are included? Psychology

is the main reason; people want specific things underscored in the

contracts, and "Including Without Limitation" indulges this

prediction.

"Assignees and Licensees" These are important words which

acceptability depends on one's point of view

"Knightsbridge, its assignees and licensees..."

suggests that Knightsbridge may hand you over to somebody else after

contracts are signed. If you yourself happen to be Knightsbridge, you

will want that particular right and should use the phrase.

"Without Prejudice" It is a classic. The British use this phrase all

by itself, leaving the reader intrigued. "Without Prejudice" to what

exactly? Americans spell it out more elaborately, but if you stick

to American way, remember "Including Without Limitation", or you may

accidentally exclude something by implication. Legal rights, for example,

are not the same thing as remedies the law offers to enforce them. Thus

the American might write:

"Without prejudice to any of my existing or future rights or

remedies..."

And this leads to another phrase.

"And/or" It is an essential barbarism. In the preceding example I've

used the disjunctive "rights or remedies". This is not always good

enough, and one may run into trouble with

"Knightsbridge or Tefal or either of them shall..."

What about both together? "Knightsbridge and Tefal", perhaps, followed by

"or either". Occasionally the alternatives become overwhelming, thus

and/or is convenient and generally accepted, although more detail

is better.

"Shall" If one says "Knightsbridge and/or Tefal shall have..." or

"will have...", legally it should make no difference in the case

you are consent in using one or the other. "Shall", however, is

stronger than "will". Going from one to another might suggest that one

obligation is stronger somehow than another. Perhaps, one's position

may determine the choice. "You shall", however is bad form.

"Understanding" It is a dangerous word. If you mean agreement

you ought to say so. If you view of affairs that there is no

agreement, "understanding" as a noun suggests the opposite or comes close

to it. .it stands, in fact, as a monument to unsatisfactory compromise.

The softness of the word conjures up pleasing images. "In accordance

with our understanding..." can be interpreted in a number of ways.

"Effect" Here is a little word which uses are

insufficiently praised. Such a phrase as "We will produce..."

is inaccurate, because the work will be subcontracted and the

promise-maker technically defaults. Somebody else does the producing. Why

not say "We will produce or cause to be produced..."? This is in fact

often said, but it jars the ear. Accordingly "We will effect

production..." highlights the point with greater skill.

"Idea" This word is bad for your own side but helpful against

others. Ideas as such are not generally protected by law. If you submit

something to a company with any hope of reward you must find better

phrasing than "my idea". Perhaps, "my format" or possibly "my

property" is more appropriate. Naturally, if you can develop an idea

into a format or protectable property, the more ambitious phrasing

will be better justified.

"As between us" It is useful, because people are always forgetting

or neglecting to mention that a great many interests may be

involved in what appears to be simple dialogue. "I reserve control

over..." and "You have the final power of decision over..." sound like

division of something into spheres, but frequently "I" am in turn

controlled by my investors and "You" - by a foreign parent company, making

the language of division inaccurate. Neither of us really controls

anything, at least ultimately.

Thus it will be useful to say, "As between us, I control..." and so

on.

"Spanning" Time periods are awkward things: "...for a period

commencing August,1 and expiring November,15..." is clumsy; "...from

August,1 to November,15..." is skeletal when informing how long a contract

obligation endures.

But during particular time periods one may be reporting for work, for

example, three days out of every five, or doing something else that is

within but not completely parallel to the entire time period involved.

A happy solution is the word "Spanning". It goes this way:

"Throughout the period spanning August,1 - November,15 inclusive you will

render services as a consultant three days out of every five."

It will be useful to put "inclusive" at the end for without it you may

lose the date, concluding the period being spanned.

"Negotiate in Good Faith" The negotiators have worked until late

at night, all points but one have been worked out, the contract will never

be signed without resolution of some particular impasse. What is there

to do?

Agree to "Negotiate in Good Faith" on the disputed point at later time.

This is done frequently, but make no mistake about the outcome. The open

point remains open. If it happens to be vital you may have no contract

at all. "Negotiate in Good Faith" is one of those evasions that must be

used sparingly. At the right time it prevents collapse, at the wrong time

it promotes it.

"Confirm" It suggests, of course, that something has been agreed upon

before. You are writing now only to make a record of it. "I write to

confirm that you admit substantial default in delivery" Frequently we

encounter it in ordinary correspondence: "Confirming your order",

"Confirming the main points of our agreement", and so on.

"Furnish" It is a handy word which usefulness lies in the avoidance

of worse alternatives. Suppose you transact to deliver a variety of

elements as a package.

"Deliver" leaves out, even though it may well be implied, the

preliminary purchase or engagement of these elements, and at the other end

it goes very far in suggesting responsibility for getting the package

unscathed to where it belongs. Alternatives also may go wrong, slightly,

each with its own implications. "Assign" involves legal title; "give" is

lame and probably untrue; "transmit" means send.

Thus each word misses some important - detail or implies unnecessary

things. "Furnish" is sometimes useful when more popular words fall short

or go too far. It has a good professional ring to it as well:

"I agree to furnish all of the elements listed on Exhibit A annexed hereto

and made part hereof by incorporation."

Who is responsible for non-delivery and related questions can be

dealt with in separate clauses. "Furnish" avoids jumping the gun. It

keeps away from what ought to be treated independently but fills up enough

space to stand firm. The word is good value.

"Right but Not Obligation" One of the most splendid phrases

available. Sometimes the grant of particular rights carries with it by

implication a duty to exploit them. Authors, for example, often feel

betrayed by their publishes, who have various rights "but do nothing about

them." Royalties decrease as a result; and this situation, whether or not

it reflects real criminality, is repeated in variety of industries and

court cases. Accordingly it well suits the grantee of rights to make

clear at the very beginning that he may abandon them. This possibility is

more appropriately dealt with in separate clauses reciting the

consequences. Still, contracts have been known to contain inconsistent

provisions, and preliminary correspondence may not even reach the

subject of rights. A quick phrase helps keep you out of trouble: "The Right

but Not Obligation". Thus,

"We shall have the Right but Not Obligation to grant sublicenses

in Austria"("But if we fail, we fail").

Even this magic phrase has its limitations because good faith may

require having a real go to exploiting the rights in question. Nevertheless

"Right but Not Obligation" is useful, so much so as to become

incantation and be said whenever circumstances allow it. I the other

side challenges these words, it will be better to know this at once

and work out alternatives or finish up the negotiations completely.

"Exclusive" It’s importance in contract English is vast, and its

omission creates difficulties in good many informal drafts.

Exclusivity as a contract term means that somebody is -barred from dealing

with others in a specified area. Typically an employment may be exclusive

in that the employee may not work for any one else, or a license may

be exclusive in the sense that no competing licenses will be issued.

Antitrust problems cluster around exclusive arrangements but they

are not all automatically outlawed. It follows that one ought to specify

whether or not exclusivity is part of many transactions. If

not, the phrase "nonexclusive" does well enough. On the other hand,

if a consultant is to be engaged solely by one company, or a

distributorship awarded to nobody else except X, then "exclusive" is a

word that deserves recitation. "Exclusive Right but Not Obligation" is an

example that combines two phrases discussed here. The linking of

concepts is a step in building a vocabulary of contract English.

"Solely on condition that" One of the few phrases that can be

considered better than its short counterparts. Why not just "if"? Because

"if" by itself leaves open the possibility of open contingencies:

"If Baker delivers 1,000 barrels I will buy them" is unclear if you will

buy them only from Baker. Therefore what about "only if"? Sometimes

this works out, but not always.

"I will buy 1,000 barrels only if Baker delivers them" is an example of

"only if" going fuzzy. One possible meaning is "not more than 1,000

barrels" with "only" assimilated with the wrong word. Here then a more

elaborate phrase is justified.

"I will buy 1,000 barrels solely on condition that Baker delivers them"

makes everything clear.

"Subject to" Few contracts can do without this phrase. Many

promises can be made good only if certain things occur. The right

procedure is to spell out these plausible impediments to the

degree that you can reasonably foresee them. E.g. :

"We will deliver these subject to our receiving adequate supplies";

"Our agreement is subject to the laws of Connecticut";

"Subject to circumstances beyond our control ".

"Repeat" This word is often used in cables to emphasize a negative,

e.g. Do not REPEAT not send order 18551.

Or to emphasize an important detail,

e.g. Flight delayed by six REPEAT six hours.

Foreign esoteric words

Every now and then a scholarly phrase becomes accepted in business

usage.

"Pro rate" and "pari passu" are Latin expressions but concern

money. "Pro rata" proves helpful when payments are to be in a proportion

reflecting earlier formulas in a contract. "Pari passu" is used when

several people are paid at the same level or time out of a common fund.

Latin, however, is not the only source of foreign phrases in business

letters.

"Force majeure" is a French phrase meaning circumstances beyond one's

control.

English itself has plenty of rare words. One example is "eschew";

how many times we see people struggling with negatives such as

"and we agree not to produce (whatever it is) for a period of X". The

more appropriate phrase would be "we will eschew production".

But here it should be mentioned that not everyone can understand

such phrases. Therefore rare words should be used only once in a long

while. Those who uses them sparingly appears to be reliable.

Abbreviations

Abbreviations can be useful because they are quick to write and easy to

read. But both parties need to know what the abbreviations stand for.

The abbreviations c.i.f. and f.o.b., for example, are recognized

internationally as meaning cost, insurance, and freight and free on board.

But can you be sure that your correspondent would know that o.n.o means or

nearest offer?

Some international organizations, e.g. NATO, are know in all

countries by the same set of initials, but many are not, e.g. EEC (European

Economic Community) and UNO (United Nations Organization). National

organizations, e.g. CBI (Confederation of British Industry) and TUC (Trades

Union Congress), are even less likely to be known by their initials in

other countries. So, if you are not absolutely certain that an abbreviation

will be easily recognized, do not use it.

The International Chamber of Commerce uses a set of terms for

delivery in overseas contracts - these are called Incoterms.

Now let me examine some of the abbreviations most frequently used in

business correspondence.

c.i.f. - cost, insurance, freight.

If consignment is to be delivered according to c.i.f., then the

supplier insures the goods and pays for the whole delivery.

f.o.b. - free on board.

If consignment is to be delivered according to f.o.b., then the

supplier pays for transportation to port, steamer or air shipment and

dispatch; and the customer pays for onward transportation and

insurance.

f.o.r. - free on rail.

It is the same as f.o.b., but for railway transportation.

c & f - cost and freight.

If consignment is to be delivered according to c & f, then the

supplier pays for the whole delivery and the customer - for insurance.

CPT ( Carriage Paid To) named place of destination

Delivery happens when goods are given to the carrier (if more than one, the

first carrier, or a freight forwarder). The seller pays the costs of

delivery to the named place and the buyer's risks start from here.

CIP (Carriage and Insurance Paid) named place of destination

Delivery occurs, as in CPT with the buyer's risks being the same. The only

change is the exporter pays the cost of cargo insurance.

DAF (Delivery at Frontier) named place

Delivery happens when the buyer gets the goods at a named place on the

frontier, cleared for export, but not cleared for import. The buyer assumes

risks from here. The exporter pays all the costs to this point, but does

not pay for unloading or import clearing charges.

DES (Delivery Ex Ship) named port of destination

Delivery happens when buyer gets goods at named port. He then assumes all

risks, but the exporter pays all costs to that point, but not unloading or

import clearance.

DEQ (Delivery Ex Quay - Duty Paid) named port of destination

Delivery happens when the buyer gets the goods on his/her quay (dock) and

assumes all risks from that point.

DES and DEQ can only be used for sea and inland waterways.

DDU (Delivery Duty Unpaid) named place of destination

Delivery takes place when the buyer gets the goods at the named place in

the importing country and takes all the risks thereafter. The seller pays

all costs to this point, but not duties and taxes.

DDP (Delivery Duty Paid) named place of destination

Delivery happens as in DDU, with the buyer taking the same risks. The

seller pays all costs to this point including duties and taxes.

Ex-Works (EXW) e.g. from the factory or warehouse

Seller packs and prepares goods for dispatch with delivery taking place at

his/her factory or warehouse. The buyer now takes all transit risks.

FCA (Free Carrier) named place e.g. where the carrier - the plane or

ship etc., pick up goods

Delivery occurs when the seller gives the goods to the carrier (airline,

shipping company, or freight forwarder) who is named by the buyer. The

seller will pay all the costs up to the point, including export formalities

and licences. From this point the buyer takes the risks for the goods and

transit.

FAS (Free Alongside Ship) with port of shipment named e.g. where the

goods are leaving from

Delivery occurs alongside the ship named by the buyer at the named port of

the shipment. The buyer has the expense of loading. The seller pays costs

up to and including delivery alongside the ship, including all

documentation. This term is only used for sea and inland waterways.

Here is list of abbreviations not mentioned above:

A/C, a/c acc. - account current

adsd - addressed

adse - addressee

ad - advertisement, pl- ads

a.m. - ante meridiem, afternoon

app. - appendix

ASAP-as soon as possible

AWB - air way bill

attn. - attention

B/E, B.E., b.e. - bill of exchange

B/L, B.L., b/l, b.l., - bill of landing

cc., cc - copies

CEO -chief executive officer

Cf. - confer, compare

Co. - company

COD - cash on delivery

contr. - contract

corp. - corporation

cur. - 1.currency, 2. Current

CV -curriculum vitae

dd - 1.dated; 2.delivered

dep., dept., - department

doc. - document,( pl-docs)

doz., dz. - dozen

eaon - except as otherwise noted

e.g. - exempli gratia, for example

enc., encl., - enclosed, enclosure

exc., excl. - except, exception, exclude, exclusion

expn - expiration

fig. - 1.figure (1,2 ,3 ); 2.picture, scheme

FY - fiscal year

h.a. - hoc anno- this year

hf. -half

H.Q., HQ, h.q. - headquaters

id. - idem- the same

i.e., ie -id est- that is

inc., incl. - including

inc., inc - incorporated

info - information

inv. - invoice

IOU - I owe you

L/C, l.c. l/c - letter of credit

LLC - limited liability company

Ltd., ltd. - limited

LOC - letter of commitment

mdse - merchandise, goods

memo - memorandum

M.O., m.o. - 1. mail order, 2. Money order

M.T. - metric ton

MV - merchant (motor) vessel

N/A - not applicable

N.B., NB - nota bene- an important note

NC, N.C., n/c - no charge, free

o/l - our letter

PA - power of attorney

p.a.- per annum - per year

par. - paragraph

Plc, PLC - public limited company

PO - post office

pp. - pages

pp, p.p. per pro- on behalf of

qv - quod vide- see there

R&D - research and development

rct - receipt

rept – report

re - 1 regarding, 2. Reply

ref. - reference

RSVR - rependez s'il vous plais- reply please

RMS - root-mean-square

Shipt - shipment

Sig - signature

tn. - ton

urgt - urgent

v., vs. -versus

VAT - value-added tax

VIP - very important person

v.s. - vide supra- see above

v.v - vice versa-

w/ - with

w/o - without

& - and

@ - at (when stating a unit price)

# - number (AE)

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