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ENGLISH CONTRACTS: LANGUAGE AND LAW - Part 2

When you first read, or study, an English commercial contract, you may feel several emotions: fear, anxiety, and possibly even despair are just three you may experience. If you feel any of these, don’t worry. I can assure you that almost every English lawyer felt the same when they first saw a contract. You are not alone. What you need is to have confidence – and hope – when you start to explore English commercial contract language.

To start with, it is good to remind yourself of two things:


1. ENGLISH CONTRACTS HAVE A STRUCTURE


An English contract is rather like a book. It has a title, a beginning, a middle, and an end. Like a novel, a contract tells a story; it is the story of the legal relationship between two or more parties. The contract ‘story’ usually follows a logical order, all the way to the end. The parties to the contract have motives. Like the best stories, both parties usually want something and are willing to pay money for it. And, if the contract story is well written, the parties should all live happily ever after.


2. ENGLISH CONTRACTS HAVE A PURPOSE


In reality, English contracts may have several, or many, ‘purposes’, but there is one primary purpose: to regulate the legal relationship between the parties until the contract has been fully performed. It does this by setting all the rules that will govern the relationship. As we will see, many of the problems that arise with commercial contracts are caused by the parties not thinking carefully enough about all the rules. We have seen an example of this in the recent Supreme Court of the UK case of Enka v OOO Insurance, which we looked at in the following post: https://www.cambridgelegalenglish.com/post/arbitration-enka-v-ooo-insurance-2020

In that case, the parties had not thought carefully enough about the rules that should apply if a particular problem arose. If that happens, the contract ‘story’ may not end happily ever after. And it can be very expensive!

If you keep these two basic things in mind, it should give you a good basis for beginning your study of English contracts. In the next post, we will take a look at some ways and methods of analysing the ‘story’ of a contract, to try and give you a bit more confidence with English contracts.

See you next time

© Cambridge Legal English Academy 2020

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