BRITISH LEGAL CENTRE

General Legal English Course

Lesson 4
Richard Brady,
Director,
British Legal Centre

https://www.british-legal-centre.com
 PART 1

Contract Law
•
 5 REQUIREMENTS OF A CONTRACT

A contract is an agreement entered into voluntarily

by two parties with the intention of creating a legal
obligation.

Contracts may have elements in writing and also be

purely verbal or a mixture of both.
 5 REQUIREMENTS OF A CONTRACT

Roman Law gave us:

‘Pacta Sunt Servanda’ – A bargain must be kept

This developed the idea that a contract can be

broken/breached and started to set remedies.
 5 REQUIREMENTS OF A CONTRACT

1. OFFER

2. ACCEPTANCE

3. CONSIDERATION

4. CAPACITY

5. INTENTION TO CREATE A CONTRACT

 OFFER AND ACCEPTANCE

The most important feature of a contract is that

one party makes an offer for an arrangement that
another accepts. This can be called a concurrence of
wills or consensus ad idem (meeting of minds).
 OFFER

The offer can be to one person or to the whole world

e.g. an offer to pay a reward for finding a lost dog.

(Carlill V Carbolic Smoke Ball Company)

 ACCEPTANCE

Acceptance must be unconditional.

A counter offer or asking for something extra is not an

acceptance and kills the offer.
(Hyde V Wrench 1840)

There must be a meeting of minds – the parties must

know and understand what they are agreeing to.
(Smith V Hughes 1871)
 ACCEPTANCE

A request for greater explanation of the terms is not a

counter offer and does not kill off the offer.

(Harvey V Facey 1893) No implied offer to sell in

merely quoting the price.
 CONSIDERATION

Consideration is the thing of value which the parties

must exchange in order for the contract to exist.

Consideration must have a value but does not have

to be adequate, i.e. it does not matter if the value is
very small e.g. US $1 to buy a Company – the court is
not there to set aside bad bargains.
 CAPACITY

The law recognises any legal person or legal entity

capable of forming the intention to enter into a
contract.
There are restrictions on who may not enter into a
contract.
Minors – Children under the age of 18 may not
contract.
Mental Patients and Bankrupts may not contract.
Enemy aliens (Enemies at war with the state) and
terrorists may not contract.
Serving prisoners, and Bankrupts (other than for
necessities).
INTENTION TO CREATE A CONTRACT

There must be a clear intention of the parties to create

a contract – not just some loose arrangement.
A vague arrangement to work towards a common
purpose or aim is insufficient.
It is understandable that the parties should wish to
cloak their negotiations with immunity so that a
contract will not come into existence by
inadvertence.
(Masters V Cameron 1954)
(Rose and Frank Co v Crompton 1923)
INTENTION TO CREATE A CONTRACT

The parties must intend to create a contract.

This is why the parties must be clear about all the terms
of the contract.

There has to be a ‘meeting of minds’ The parties must

understand what they are agreeing to.

Fraud, mistake, misrepresentation, duress can all

invalidate a contract.
 PART 2

Grammar

Using legal prepositions

 PREPOSITIONS

Prepositions are words used with a noun or pronoun,

which show place, position, time or method.
Prepositions such as to, in, from, between, after,
before, etc. normally come before a noun or
pronoun and give information about how, when or
where something has happened (‘she arrived before
lunch’, ‘I travelled to London’). I expect that many of
you are able to use these prepositions perfectly easily
in your ordinary conversational English.
The problem with legal English is that the prepositions
which are used in formal legal documents are
difficult to master and, because there are no rules,
the only way to learn is through constant practice.
 PREPOSITIONS

To understand the prepositions, first let’s look at the

general grammar rule from conversational English.

The preposition between should be followed by an

object pronoun like me, him, or us, instead of a
subject pronoun such I, she, and we. It is therefore
correct to say ‘this matter is between you and me’
and wrong to say ‘this matter is between you and I’.
The main problem for the non-native speaker is
remembering which preposition to use in legal
writing.
 PREPOSITIONS

There are no clear rules to follow in this respect, but

some examples of common usages are set out below:
● The parties to this agreement …
● The goods must be delivered to the purchaser.
● The commencement/termination of this agreement …
● The price list set out in Schedule 1 …
● Royalties will be paid in accordance with this
agreement for a period of five years.
● The goods must be delivered within 14 days.
 PREPOSITIONS

Here are some more very commonly used examples:

● The Company agrees to provide training for service
personnel.
● The agreement may be terminated by notice.
● An arrangement between the Seller and the Buyer …
● It is agreed that the goods will be collected from the Seller’s
warehouse at 21 Redwoods Road.
● It is agreed that the goods will be collected from the Seller’s
warehouse in/on Redwoods Road.
● Interest will be charged on any unpaid instalments after the
expiration of a period of 28 days from the date hereof.
● He was charged with murder.
● The property at 2 Pond Road is sold with vacant possession.
 PREPOSITIONS

It is very important to note that sometimes it is possible to

use more than one preposition, but that there may be
small but important differences in meaning between
them.
For example, the sentence:
The goods must be delivered within 7 days.
is subtly different from:
The goods must be delivered in 7 days.
The use of the word within, makes it clear that the goods
may be delivered at any time up to the seventh day,
while the word in implies that the goods should be
delivered on the seventh day. This minor linguistic
difference could be critically important in a contract for
the sale of goods.
 PREPOSITIONS - EXERCISE

Preposition Exercise:
Use of prepositions – Complete the sentences below
using the prepositions:
at, by, for, in, into, of, of, on, through, to, under, without

1. Initially, company capitalisation takes place

……………. the issuance of shares.
2. A company may authorise capital in excess ……
the mandatory minimum share capital but refrain
from issuing all ……. it until a later date – or at all.
3. In return ……… the privilege of limited liability ……
law, shareholders‘ powers are generally restricted.
 PREPOSITIONS - EXERCISE

Preposition Exercise:
Use of prepositions – Complete the sentences below
using the prepositions:
at, by, for, in, into, of, of, on, through, to, under, without

1. Initially, company capitalisation takes place

through the issuance of shares.
2. A company may authorise capital in excess ……
the mandatory minimum share capital but refrain
from issuing all ……. it until a later date – or at all.
3. In return ……… the privilege of limited liability ……
law, shareholders‘ powers are generally restricted.
 PREPOSITIONS - EXERCISE

Preposition Exercise:
Use of prepositions – Complete the sentences below
using the prepositions:
at, by, for, in, into, of, of, on, through, to, under, without

1. Initially, company capitalisation takes place

through the issuance of shares.
2. A company may authorise capital in excess of
the mandatory minimum share capital but refrain
from issuing all ……. it until a later date – or at all.
3. In return ……… the privilege of limited liability ……
law, shareholders‘ powers are generally restricted.
 PREPOSITIONS - EXERCISE

Preposition Exercise:
Use of prepositions – Complete the sentences below
using the prepositions:
at, by, for, in, into, of, of, on, through, to, under, without

1. Initially, company capitalisation takes place

through the issuance of shares.
2. A company may authorise capital in excess of
the mandatory minimum share capital but refrain
from issuing all of it until a later date – or at all.
3. In return ……… the privilege of limited liability ……
law, shareholders‘ powers are generally restricted.
 PREPOSITIONS - EXERCISE

Preposition Exercise:
Use of prepositions – Complete the sentences below
using the prepositions:
at, by, for, in, into, of, of, on, through, to, under, without

1. Initially, company capitalisation takes place

through the issuance of shares.
2. A company may authorise capital in excess of
the mandatory minimum share capital but refrain
from issuing all of it until a later date – or at all.
3. In return for the privilege of limited liability ……
law, shareholders‘ powers are generally restricted.
 PREPOSITIONS - EXERCISE

Preposition Exercise:
Use of prepositions – Complete the sentences below
using the prepositions:
at, by, for, in, into, of, of, on, through, to, under, without

1. Initially, company capitalisation takes place

through the issuance of shares.
2. A company may authorise capital in excess of
the mandatory minimum share capital but refrain
from issuing all of it until a later date – or at all.
3. In return for the privilege of limited liability under
law, shareholders‘ powers are generally restricted.
 PREPOSITIONS - EXERCISE

at, by, for, in, into, of, of, on, through, to, under, without
4. Someone with ownership rights … a company can
express their disappointment … the company's
performance by either getting rid of their shares or in
some way expressing their concern.
 PREPOSITIONS - EXERCISE

at, by, for, in, into, of, of, on, through, to, under, without
4. Someone with ownership rights in a company can
express their disappointment … the company's
performance by either getting rid of their shares or in
some way expressing their concern.
 PREPOSITIONS - EXERCISE

at, by, for, in, into, of, of, on, through, to, under, without
4. Someone with ownership rights in a company can
express their disappointment at the company's
performance by either getting rid of their shares or in
some way expressing their concern.
 PART 3

Legal Vocabulary

Legal collocations
 LEGAL COLLOCATIONS

In this presentation which relates to legal collocations

I'm just going to look at 4 which are used when
referring to companies and company law.

At the end of the lesson we will have a short exercise

which we will run through together.
 LEGAL COLLOCATIONS

You can use these collocations with the verb

exercise , which means to make use of AND/OR
apply something.
• exercise control
• exercise rights
• exercise authority
• exercise force
• exercise restraint
• exercise caution
• exercise influence
 LEGAL COLLOCATIONS

You can use these collocations with the verb accrue,

which means to increase in number or amount over a
period of time, especially in a financial sense.
• accrue benefits
• accrue revenue
• accrue interest
• accrue power
• accrue rights
• accrue capital
 LEGAL COLLOCATIONS

You can use these collocations with the verb restrict,

which means to limit someone, or something.
• restrict powers
• restrict access
• restrict freedom
• restrict spending
 LEGAL COLLOCATIONS

You can use these collocations with the verb dismiss,

which has 2 meanings in legal terms:
1) to remove someone from their job, usually
because they have done something wrong;
2) to cease to consider, to put out of judicial
consideration
• dismiss a case
• dismiss a charge
• dismiss a claim
• dismiss an employee
• dismiss members
LEGAL COLLOCATIONS - EXERCISE

Let’s try a short exercise using the 4 words:

exercise, accrue, restrict, dismiss.

We will go through the questions together.

LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

A motion was filed by the lawyers to ………. the case.

LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

A motion was filed by the lawyers to ………. the case.

A motion was filed by the lawyers to dismiss the case.

LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The chairman warned that if shareholders did not

receive a dividend, they might ………... their rights to
sell their shares.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The chairman warned that if shareholders did not

receive a dividend, they might ………... their rights to
sell their shares.

The chairman warned that if shareholders did not

receive a dividend, they might exercise their rights to
sell their shares.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The chief executive resigned when the board tried to

………... control over the expansion plan.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The chief executive resigned when the board tried to

………... control over the expansion plan.

The chief executive resigned when the board tried to

exercise control over the expansion plan.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

We will ………. spending while our sales remain weak.

LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

We will ………. spending while our sales remain weak.

We will restrict spending while our sales remain weak.

LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

Benefits ……….. to the owners and operators of the

factories as well as to the shareholders.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

Benefits ……….. to the owners and operators of the

factories as well as to the shareholders.

Benefits accrue to the owners and operators of the

factories as well as to the shareholders.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The Auditors advised shareholders to ……….... caution

in their share dealings until further investigations.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The Auditors advised shareholders to ……….... caution

in their share dealings until further investigations.

The Auditors advised shareholders to exercise caution

in their share dealings until further investigations.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

An important new law may ……… the freedom of

directors to increase their salaries without shareholder
approval.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

An important new law may ……… the freedom of

directors to increase their salaries without shareholder
approval.

An important new law may restrict the freedom of

directors to increase their salaries without shareholder
approval.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The annual general meeting has authority to draw up

or amend the constitution and power to elect or
……….. directors of the board.
LEGAL COLLOCATIONS - EXERCISE

exercise, accrue, restrict, dismiss

The annual general meeting has authority to draw up

or amend the constitution and power to elect or
……….. directors of the board.

The annual general meeting has authority to draw up

or amend the constitution and power to elect or
dismiss directors of the board.
 LEGAL COLLOCATIONS

How did you do?

If you got 4 or more correct then give yourselves a
‘pat on the back’ i.e. well done – we have only just
gone through the list and you have had very little
time for them to sink in.

You will note from this last typical sentence how

idiomatic and complex both ordinary and legal
English is – ‘pat on the back’ ‘i.e.’ ‘sink in’ Two idioms
plus some Latin in one short simple sentence. But you
are advancing your knowledge even if these lessons
are stretching you.
 LEGAL COLLOCATIONS

To anyone who got all answers correct – very well

done, indeed! Most non-lawyer native English
speakers would not have been able to achieve your
score!!!
Like so many other pieces of legal English, including
phrasal verbs and idioms, there are no rules relating
to the way in which collocations work. The only way
to learn them is through constant repetition and
practice. I advise you to watch this lesson several
times so that the collocations sink into your memory
and practice, practice, practice!
BRITISH LEGAL CENTRE

Thank you for your attention

https://www.british-legal-centre.com