Contents Legal English, A Practical Approach

Introduction: A Word to the User / 9

Unit 1: Introduction / 11

1.1 Common Law vs. Civil Law / 11

1.2 Legal Professionals / 14

Unit 2: Grammar / 17

2.1 Word Formation: Word Groups / 17

2.2 Verb Tenses / 20
2.3 Passive Voice & Reported Speech / 24
2.4 Connectors / 27
2.5 Phrasal verbs, Prepositions & Adjectives / 31

Unit 3: Business Law & Corporate Finance / 35

3.1 Vocabulary for Business Law & Corporate Finance / 36

3.2 Forms of Legal Business Entities / 39
3.3 Incorporation of a company / 42
3.4 Joint Ventures, Mergers & Acquisitions / 47
3.5 Corporate Finance / 52
3.6 Duties of the Director / 58
3.7 Agency Agreements and Company Liability / 61
Legal English, A Practical Approach

Unit 4: Contract Law / 65

4.1 Vocabulary for Contracts / 65

4.2 Parties to an Agreement / 67
4.3 Requirements of a Contract /
68
4.4 The General Structure of Contracts / 69
4.5 Forms of Contracts: Examples / 70
4.5.1 Standard Contract Terms / 70
4.5.2 Sale of Goods / 73
4.5.3 Confidentiality Agreement / 76
4.5.4 Licence Agreement / 77
4.5.5 Franchise Agreement / 80
4.5.6 The Articles of Association / 80
4.5.7 Marketing Agreements / 82
4.5.8 The Loan Agreement / 85
4.5.9 The Arbitration Agreement / 88
4.5.10 The Power of Attorney / 90

Unit 5: Civil Litigation, Arbitration & ADR / 95

5.1 Legal Expressions for Litigation / 95

5.2 Civil Litigation / 98
5.2.1 The Stages of a Civil Action / 98
5.2.2 Judicial Precedent / 99
5.2.3 Submissions in a Civil Litigation Procedure / 101
5.2.4 Costs: the Indemnity Principle / 103
5.3 Arbitration and Alternative Dispute Resolution (ADR) / 104
5.3.1 Arbitration and ADR: Introduction / 104
5.3.2 Arbitration Concepts / 107
5.3.3 The Arbitral Tribunal / 108
5.3.4 Arbitration Institutes / 112
5.3.5 The Arbitral Award / 113

Unit 6: International Law / 119

6.1 European Law / 120

6.1.1 European Law: Introduction / 120
6.1.2 The Organisation of the European Union 124 /
6.1.3 EU Competition Law: Antitrust, Cartels, Mergers /
125
 Contents Legal English, A Practical Approach

6.1.4 EU Law and National Law / 132

6.2 International Law / 135
6.2.1 Introduction to International Law / 136
6.2.2 The Three Issues of International Law: Jurisdiction,
Applicable Law and Enforcement / 136

Unit 7: Communication / 143

7.1 Personal & Company Presentation / 144

7.2 Letters/Emails / 145
7.3 Addressing the Court and Other Lawyers / 147
7.4 Negotiating / 148
7.5 Cross-cultural Understanding / 151

Annex A Grammar Overview / 159

Annex B Idioms List / 179
Annex C Topic Register / 191
Unit 1 Introduction

INTRODUCTION:

This unit will provide you with a general introduction to Legal English.
The unit briefly explores the differences between civil law and common law systems.
This enables you to place legal concepts in the right context when dealing with a
lawyer from another law system.
Finally it will give you the vocabulary needed to identify the different types of
legal professionals. This will help you identify the parties involved when dealing
with an international case or negotiation. It also helps you to present yourself as a
legal professional.

1.1 Common Law vs. Civil Law

Warm-up:

1. What are the sources of law in your country?

2. Do you have a code in your legal system?

Exercise 1: reading exercise: the common law and the civil law system

A. Skimming

Below is a text on the differences between common and civil law systems. Read
the text by skimming the information. Skimming means quickly reading a text
whereby you focus on the main point of the text. Always try to focus only on
the meaning of key words that are important for your understanding of the text
(e.g. key words as identified in questions related to the text). In this stage it is not
important to understand each detail of a text.

UNIT 1
Legal English, A Practical Approach

After skimming the text, answer the questions below.

1. What are the two main types of sources of law?
2. Is most law written or unwritten in the common law system? And in the civil
law system?
3. What are the four main sources of law in the UK?

Text: “The Common Law System and the Civil Law System”
In the common law system the courts declare and interpret the law. They determine the
sources of law. With regard to the aspect of their sources, laws are traditionally divided
into two main categories. They may either be written or unwritten. These terms are
misleading, because the expression “written” refers to any law that is formally enacted,
and the expression “unwritten” refers to an unenacted law. For example judicial decisions
are often printed in law reports, but because they are not enacted they are considered to
be unwritten law.

Since the Napoleon Code many continental countries have codified much of their law,
public and private. Therefore in civil law systems the volume of written law tends to
outnumber the amount of unwritten law.
In the UK however, unwritten law is the main source of law, since more of the law derives
there from judicial precedent than from legislative enactment.

UK law has two principal and two subsidiary sources of law. The principal sources
of law are Legislation and Judicial Precedent. The subsidiary sources are Custom and
Books of Authority.
Legislation is enacted law. In the UK the ultimate legislator is Parliament, because in their
constitutional theory Parliament is sovereign.

In every legal system the decisions of the courts tend to be regarded as precedents which
subsequent courts will follow.
The principal of judicial precedence, the inductive approach, is a characteristic for the
common law system, where statutes are interpreted by the courts, and the primary
source of law.
Since the rules have been developed from decision to decision, they are regarded as
firmly grounded upon actual situations. This principle of law is open-ended; they are not
firm and inflexible rules.
This is regarded as a contrast with the civil law system in which the law typically is
derived from a code, an enacted body of rules either covering the whole of (or a
considerable part of) the law or covering some aspects of it. In civil law systems the
task of the courts is deductive: to apply the generalised and codified rule to a particular
case. Some say that codification incorporates the risk that the law is not in touch with the
actual needs of reality. In practice many codes are a codification of rules formulated by
legal authorities, custom or case law. In practice however the difference between the
inductive and the deductive systems is not always as clear as it might seem. The main
difference is that the position of the judge in the UK is central because of his law making
power of precedent.
The UK courts have developed many general principles which determine how to exercise
their judiciary discretion to establish rules that are general in their application and as
easily ascertainable as possible.

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 Unit 1: Introduction

Customs are social habits, patterns of behaviour, which society seems to evolve without
express formulation or conscious creation.
Many of the rules of law originated from customs and are adopted by the courts or
codified, thus custom has now ceased to be an important source of law; although, under
certain conditions, custom can create a special law at variance with the general law.

In the civil system the writings of legal authors form an important source of law, used as a
legal authority.

In the UK however, they function as a source from which law may be derived, not as an
authority as such. These writings traditionally have been cited by way of evidence of what
the law is. There are some “books of authority” however, which may not only be cited as
evidence of what the law is, but which also have an authority in the common law system
almost equal to that of precedents.

A disadvantage of case law is that it is sometimes difficult to find the applicable rule of
law and it may not have a coherent general pattern. An advantage of the civil law is that
the rules of law are developed by a legislative body that is independent from the judicial
body. It is also easy to find the law. The law has a coherent pattern.

“Common law” can mean two different things, depending on the context. On the one
hand, it means the legal system which is based fundamentally on English common law,
versus the civil law system, which is based on the civil law of Rome. On the other hand, it
means the general law contained in decided cases as opposed to Acts of Parliament or
other sources of law within the UK system.
In some definitions common law is also contrasted with Equity. This is the body of rules
administered by the Court of Chancery. The purpose of Equity was to add to or to
supplement common law rules in cases where these were too rigid to give justice. “Equity
does not suffer a wrong to be without a remedy”.
Equity is a complex part of English law, mainly concerned with the law of property.

B. Scanning

Scanning means to read a text in more detail trying to understand its details and
analysing its various elements. To understand the aforementioned text in more
detail, complete the exercises below.

Look at a) through k) and decide whether they belong to the Common Law or Civil
Law system. Put each of them in the correct column below.

a) central importance of enacted b) inductive c) central importance of

law precedent

d) principles are flexible e) principles are based on f) decisions reached by rea-

real facts soning from general rules to
particular cases

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Legal English, A Practical Approach

g) principles in law may not h) principles developed in i) general enacted principles

keep up to changing circum- individual cases are applied in individual cases
stances

j) judicial decisions in individual k) deductive

cases lead to general rules

Common Law

Basic characteristic of system: Style of legal reasoning: Legal principles:

Civil Law

Basic characteristic of system: Style of legal reasoning: Legal principles:

C. Questions: reading for more detail

1. What does common law signify? Can you remember the two meanings?
2. What does Equity mean?
3. What are the advantages and disadvantages of common law/civil law?

D. Summary & Discussion

Summarise the text and discuss any point of interest, such as:
a. Are there written and unwritten sources of law in your country?
b. Is most of the law written or unwritten?
c. Discuss the differences between the civil and common law systems.

1.2 Legal Professionals

Warm-up:

1. What is your official title as a lawyer in your country?

2. Do you have any experience with titles for legal professionals in English?

Exercise 1: solicitors and barristers

Identify if each person described below is either a solicitor, a barrister or both.

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 Unit 1: Introduction

1. The first person to consult in case of a legal question of dispute to render advice.
2. A qualified lawyer* under UK law.
3. He has a right of audience, thus he is allowed to speak and plead, in all courts,
with an exclusive right of audience in the higher courts.
4. Informed by the “brief of counsel” of all the facts and legal points of the case, he
is not directly informed by the client.
5. He works for a law firm and receives wages.
6. He may plead in certain lower courts.
7. He may become a judge, usually after 10 years of practice and after being a
Queen’s Counsellor.
8. They are self-employed, admitted to and governed by the independent Bar, and
connected to a chamber, otherwise known as the barrister’s office. Some are
employed as in-house lawyers.
9. A specialist with particular skills in advocacy; speaking and pleading in court.
10. He is involved in the conveyance of houses; usually his firm has a specialist
property department that deals with, amongst others, the sale and mortgaging
of immovable properties.
11. He advises on litigation; the risks and chances of going to court and on the
appropriate steps to follow in the procedure.
12. He is to be found on the Role of Solicitors.

*The term lawyer is a general term that does not refer to a certain type of legal profession.

Exercise 2: vocabulary for legal professionals

Complete the following sentences on legal professionals with the missing words
that you find in the box below.

counsel advocate trainee-lawyer in-house lawyer attorney-at–law

attorney paralegals Bar Association lawyer attorney-in-fact

1. The term _________________________ is a general term, in general used to refer

to a legal professional who has been admitted to the Bar Association, the term
does not refer to a specific type of legal profession.
2. The _________________________ is a professional body of lawyers that generally
aims to defend the interests of its members and may regulate the legal
profession in their jurisdiction. Generally to be admitted to practice law one
must pass a Bar examination.
3. An _________________________ works as the company lawyer, and as such acts as
the legal consultant and may act as its legal representative of the company.
4. In the most general sense the term _________________________ refers to an agent
or representative, in the USA however it is commonly understood to refer to a
person licensed or admitted to practice law, also known as legal agent or lawyer.
5. An _________________________ is a practitioner in a court of law who is legally
qualified to prosecute and defend actions in court on the retainer of clients (thus
is a lawyer).

UNIT 1
Legal English, A Practical Approach

6. An _________________________ is the holder of a power of attorney who is able

to act on another’s behalf, e.g. in business or financial matters (this may or may
not be a lawyer).
7. In common law countries law firms have _________________________ . These are
legal assistants that have some education in law and assist a lawyer.
8. A _________________________ is someone who graduated from a Faculty of Law
and is training to become a lawyer accredited by the local Bar Association.
9. An _________________________ is a lawyer with specialist skills in advocacy: the
speaking and pleading in court. Also known as barrister in some countries.
10. The term (legal) _________________________ is also generally used to refer to
lawyers or legal advisers, note however that the term of counsel has a specific
meaning and refers to lawyers that have a relationship with a law firm or an
organization, but are not an associate or a partner.

TO CONCLUDE:

• In practice most lawyers need Legal English to discuss and negotiate interna-
tional law issues related to e.g. contracts or mergers & acquisitions. Most lawyers
will not use Legal English to actually discuss UK law issues. Mostly it will
concern EU law matters or national law matters from other jurisdictions. The
common language for these to discuss and negotiate these issues will mostly be
Legal English. This manual is developed to give you the common basic vocabu-
lary on the matters covered by it to facilitate these discussions and negotiations.

• When dealing with a lawyer from a different legal system assert yourself by
indicating your legal training and qualifications. For a UK lawyer it will for
example be important to understand when dealing with a Dutch lawyer that the
latter is able to practice as a barrister as well as a solicitor in its jurisdiction.

• When confronted with a different law system it is useful to study the matter at
hand, but always team up with a local lawyer to assure accurate legal advice and
avoid legal responsibility claims if problems arise. A local lawyer may also
facilitate the contact with the opposing party taking cultural differences into
account.

• It is not always necessary to instruct a counsel, but when the issues are difficult
or not straightforward, counsel’s advice on liability and feasibility is advisable.

• Mastering the correct Legal English vocabulary and constructions will enable
you to focus on the content of the legal issue at hand, rather than on finding the
right words to express yourself.

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Unit 2 Grammar

INTRODUCTION:

This unit revises some grammar patterns that are not exclusive to Legal English but in
practice are very common in Legal English.
Reviewing these grammar structures improves your capacity to correctly express
yourself in a more accurate and articulate way and as such it can improve the quality
of your legal advice and negotiation position.

This unit reviews the following grammar structures:

• the passive voice
• reported speech
• describing a CV
• linking phrases
• phrasal verbs
• prepositions, and
• the formation of word groups

The Grammar Overview, which you find at the end of this book, reviews the most common
grammar structures and can be used as an aid for this unit or means of further study.

2.1 Word Formation: Word Groups

Warm-up:

How many different words (nouns, verbs, adjectives etc.) can you form with the
base word “arbitrate”?

UNIT 2
Legal English, A Practical Approach

Word groups
Words often belong to groups called word groups or word families which have
the same base or root word and are closely related in form and meaning.

Typical endings for:

• nouns: -ship, -ment, -ion, -re, -al. For agent nouns: –or and –er
• verbs: -ate, -re, -te
• adverbs: -ly
• adjectives: -ed,

E.g. approved/ approval/ approve or recommended/recommendation/ recommend.

Forming word groups is a quick way to expand your vocabulary by learning

different forms of words simply by changing verbs into nouns and nouns into
adjectives, etc.

Exercise 1: word groups: verbs => nouns / nouns => verbs

Change the following verbs into the related noun and the nouns into the related
verb.

Verbs Nouns Nouns Verbs

derogate legislation

prohibit interpretation

demand argument

develop classification

assess violation

interpret judgment

object decision

execute review

arbitrate agreement

arrange adjudication

authorise abrogation

induce abstention

enforce adjournment

rescind recovery

defer exoneration

submit incitement

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 Unit 2: Grammar

The suffixes –er and –or are often added to the base root of nouns or verbs, to form
agent nouns which refer to the person or thing that performs the action, or rather,
they indicate the person who performs the action. The suffix –ee indicates the
object of the action.

Compare: employer/employee, offeror/offeree.

Exercise 2: agent nouns

Change the following verbs or nouns into the correct agent noun:
1. an advertisement ____________________
2. to offer ____________________
3. a purchase ____________________
4. a property ____________________

Exercise 3: agent nouns

Complete the following phrases with the correct agents nouns using the words from
the box.

promisee solicitor trustee landlord employee

defendant pledgee purchaser vendor pledgor

offeree tenant employer client jurors

offeror beneficiary tortfeaser plaintiff injured party

1. A contract is formed when the offer made by the ____________________ is

accepted by the ____________________.
2. A(n) ____________________ is a person who commits a tort, a civil wrong, which
causes damage, hurt or injury to the ____________________.
3. A(n) ____________________ has the right to work in a safe working environment,
which the ____________________ is obligated to ensure.
4. The ____________________ buys or purchases a product or good from a
____________________.
5. A(n) ____________________ gives legal advice to his ____________________ and
sometimes may represent him in court.
6. The legal owner of the property, the ____________________, holds this property
in trust for the benefit, and in accordance with the terms of the trust, of the
____________________.
7. In litigation, the action is initiated by the ____________________ against the
____________________.
8. The ____________________ pays rent to use land owned by the
____________________.

UNIT 2
Legal English, A Practical Approach

9. The case was so difficult that the ____________________ were not able to reach a
decision within the deadline, an extension was called for.
10. The person to whom a good is promised to is called the ____________________.
11. A pledge is a form of security to assure that the ____________________ will repay
a debt or perform an act under contract, by temporarily giving possession of the
pledged property to the ____________________.

Exercise 4: word groups: verb, noun, adjective, agent noun

Form a new word (a noun, an adjective and an agent noun) from the verbs.

Verb Noun Adjective Agent Noun

negotiate

offer

employ

motivate

purchase

2.2 Verb Tenses

Warm-up:

Determine the appropriate verb tense for the following actions/situations; Present
Simple, Present Continuous, Past Simple, Past Continuous, Present Perfect or Past
Perfect.

past action linked to the present permanent and factual situations

temporary situations present arrangement for the future

earlier past background events in the past

giving instructions completed past

event in progress recent past

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