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TOLES ADVANCED EXAM MASTERCLASS: QUESTIONS 21 & 22

Questions 21 and 22 of the TOLES Advanced examination present the first real test of your written skills. Questions 1-10 and 11-20 are essentially ‘gap fill’ questions. In this post, we will look at Questions 21 and 22 (which are essentially in the same format).


Like most exams, knowing exactly what you have to do to earn high marks is vital. In other words, what does the examiner expect from your answers? Hopefully, this post will help you with this.


The format of Questions 21 and 22 is that you will be given an extract from a legal agreement. It will be part, or all, of a clause from the agreement – usually around five lines or so. We will give you an example in this post, so you can see the kind of thing you will be facing.


The extract could be from any kind of legal agreement: a sale of goods contract, a software licence, an employment agreement, a share purchase agreement, and so on. The first tip here is…..


DON’T WORRY AND STAY CALM

Some students panic when they see the extract is from an agreement that they have not heard of or in an area they know little or nothing about. Panic is not necessary, and it will affect your performance. You will see why in a moment.


The second tip is


KNOW EXACTLY WHAT THE EXAMINER WANTS FROM YOUR ANSWER


Knowing this is actually as easy as reading the whole explanation of the task in the questions. It is to


“Give a brief definition of each of the four words or phrases which have been underlined as they are used in the context of this section of the contract.”


From experience, some students only read the first part of the task; namely, ‘give a brief definition of the four words or phrases which have been underlined…”. The student then simply writes a definition of the four words (or as many as he or she knows) and then moves on. This is a mistake and will cost you precious marks.


You must not only give a brief definition of the words or phrases, but also explain what they mean in the context of the whole clause. In other words, what purpose and effect do they have, in the context of the clause?


Before we go further, let’s look at an example of something you may see in Questions 21 and 22.



(21) From a Loan Agreement


The Borrower (A) hereby agrees to be bound by the following (B) undertakings and shall not, without having given (C) prior written notice of the same to the Lender incur any borrowings or indebtedness nor give any guarantee or (D) indemnity in respect of the borrowings or indebtedness of any other person.


Now, you may not know anything about loan agreements. As we said earlier, don’t worry. Many, indeed most, of the words and phrases that are underlined and which you must define and explain, in context, are words and phrases you will see in many, if not all, legal agreements and contracts. In a moment, I will give you what is a suggested answer to the first of the underlined words, (A) hereby.


Before doing that, however, it helps to understand a little bit about the marking system involved. Each of Questions 21 and 22 carries 20 points (therefore, 40 in total for the two questions). It is obvious that there is a maximum of 5 points for each of the definitions, and the context, you give for each of the questions. Essentially, it breaks down as follows:


· Points are given for the definition of the underlined word or phrase

· Points are given for an explanation of the context.

· A point will be given in relation to the accuracy (grammar, vocabulary, etc) of your English.


Here we come to tip number 3


BUY A COPY OF THE TOLES ADVANCED PRACTICE PAPERS AND THE TOLES ‘VOCABULARY OF COMMERCIAL CONTRACTS’. [1]


Each of the books of the TOLES Advanced Practice Papers give five full practice exams and, crucially, the suggested answers. It is as important for you to study the suggested answers as it is to do the exam papers. Why? Because you will see exactly the form and structure of the answers the examiner is looking for. And the suggested answers follow the form and structure we have just seen:


· Give a clear and ‘modern’ definition of the underlined word or phrase

· Explain the purpose and/or effect of the underlined word or phrase in the context of the clause

· Write your answers using as accurate English as you possibly can.


Many of the words and phrases you will be asked to define are in the TOLES ‘Vocabulary of Commercial Contracts’. Some of the vocabulary in the book is more important than others.

Here comes tip number 4:



PRACTICE WRITING MODERN DEFINITIONS OF CONTRACT WORDS AND PHRASES FROM THE ‘VOCABULARY OF COMMERCIAL CONTRACTS’ BOOK


The more you practice this skill, the easier it will be for you to write good, clear definitions in the exam. If you use the TOLES ‘definitions’ as your basis, you will be giving the examiner what he or she wants and expects to see. For example, if you have to define the word ‘warranty’, the examiner will expect to see – at least - a definition which refers to a warranty being a kind of contractual promise or guarantee that something is true, but with some possible exceptions.


What if you don’t know what an underlined word or phrase means or how to define it?

Again, don’t worry. One possibility is to try to work out what the word or phrase might mean from the context of the clause. If you stay calm and don’t panic, it will help. However, if you do this, just remember to give your answer using the same expected form and structure:


· Give a general definition of the word or phrase

· Give a short explanation of its purpose and effect in the context of the clause

· Try and keep your English as accurate as possible.


In this way, it may be possible to get at least one or two precious marks from the answer.


Finally, let’s have a look at a suggested answer to the first word in the extract from the Loan Agreement (above), ‘hereby’.


Suggested Answer

Hereby essentially means ‘as a result of this document’ or ‘by means of this document’. Here, the document is a loan agreement. In this clause, ‘hereby’ means that the borrower, by signing the loan agreement, is legally binding himself or herself to the undertakings which are expressly set out in the rest of the clause.


In this answer, you can see that in the first part is a definition of the compound adverb ‘hereby’. This should secure 2 points. In the second, the purpose and effect of the word in the context of the clause is explained. Hopefully, this should secure at least 1 point, if not 2. If the English is accurate, this should secure another point.


Hopefully, you have found some to the tips in this post useful. As with any exam, the main keys to success in the TOLES Advanced exam are:


· Effective preparation

· Knowing, in advance, what the questions expect of you, and

· Having a good exam strategy, in advance.


If you want to try and give definitions of the other three words and phrases in the extract from the Loan Agreement, that would be good practice. And, if you want suggested answers for the other three words and phrases, email us at info@cambridgelegalenglish.com and we will send them to you.


[1] These publications can be purchased from the TOLES website, here: https://www.toleslegal.com/shop/



© Cambridge Legal English Academy 2021




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