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Ëèíãâèñòè÷åñêèé ôîí äåëîâîé êîððåñïîíäåíöèè (Linguistic Background of Business Correspondence)
Style and punctuation of addresses Both the addresses may be 'blocked' (i.e. each line is vertically aligned with the one above) or 'indented', as below: Bredgade 51, DK 1269, Copenhagen K, DENMARK There are no rules stating that one style or the other must be used, though blocking, at least in addresses, is more common. In any case you must be consistent, i.e. do not block the sender's address and then indent the inside address. If punctuation is used, each line of the address is followed by a comma, except the last line. But, the majority of firms now use open punctuation, i.e. without any commas. 'For the attention of' An alternative to including the recipient's name or position in the address is to use an 'attention of'. e.g. For the attention of Mr. R. Singh (British English) or Attention: Mr. E.G. Glass, Jr. (American English) Salutations · Dear Sir opens a letter written to a man whose name you do not know. · Dear Sirs is used to address a company. Note: in the US - Gentlemen. · Dear Madam is used to address a woman, whether single or married, whose name you do not know. · Dear Sir or Madam is used to address a person you know neither the name nor the sex. · When you do not know the name of the person you are writing to, the salutation takes the form of Dear followed by a courtesy tille and the person's surname. Initials or first names are not generally used in salutations: Dear Mr Smith, not Dear Mr J. Smith. The comma after the salutation is optional. The body of the letter This may be indented or blocked. It is as matter of choice. Whichever style you use, you must be consistent and use that style all through the letter. It is usual to leave a line space between paragraphs in the body of the letter; if the blocked style is used, this is essential. For the information concerning the linguistic aspect of writing the body of the letter, consult the following chapters of my diploma paper. Complimentary closes · If the letter begins with Dear Sir , Dear Sirs, Dear Madam, Dear Sir or Madam, it will close with Yours faithfully. · If the letter begins with a personal name - Dear Mr James, Dear Mr. Robinson - it will close with Yours sincerely. · Avoid closing with old-fashioned phrases such as We remain your faithfully, or Respectfully yours, etc. · Note that Americans tend to close even formal letters with Yours truly or Truly yours, which is unusual in the UK in commercial correspondence. But a letter to a friend or acquaintance may end with Yours truly or the casual Best wishes. The comma after the complimentary close is optional. The position of the complimentary close - on the right, left or in the center of the page - is the matter of choice. It depends on the style of the letter (blocked letters tend to put the close on the left, indented letters tend to put them in the centre) and on the firm's preference. Signature Always type your name after your handwritten signature and your position in the firm after you typed signature. This is known as 'the signature block'. Even though you may think your signature is easy to read, letters such as 'a', 'e', 'o', and 'v' can easily be confused. It is, to some extend, a matter of choice whether you sign with your initial(s), e.g. D. Jenkins, or your given name, e.g. David Jenkins, and whether you include a courtesy title, e.g. Mr., Mrs., Miss, Ms. In your signature block. But if you give neither your given name nor your title, your correspondent will not be able to identify your sex and may give you the wrong title when he/she replies. It is safer therefore, to sign to sign with your given name, and safest of all to include your title. Including titles in signatures is, in fact, more common among women then among men, partly because many women like to make it clear either that they are married (Mrs.) or unmarried (Miss) or that their martial status is not relevant (Ms.), and partly because there is a tendency to believe that important positions in a company can only be held by men. It would do no harm for men to start including their titles in their signatures. Per pro The term 'per pro' (p.p.) is sometimes used in signatures and means 'for and on behalf of'. Secretaries sometimes use p.p. when signing a letter on behalf of their bosses. When writing on behalf of your company, it is useful to indicate your position in the firm in the signature. Enclosures If ther are many enclosures, e.g. leaflets, prospectus, etc., with the letter, these may be mentioned in the body of the letter. But many firms in any case write Enc. or Encl. At the bottom of the letter, and if there are a number of documents, these are listed, e.g. Enc. Bill of landing (5copies) Insurance certificate (1 copy) Bill of exchange (1 copy) Some further features of a business letter 1. 'Private and confidential' This phrase may be written at the head of a letter above salutation, and more importantly on the envelope, in cases where the letter is intended only for ht eyes of the named recipient. There are many variations of the phrase - 'Confidential', 'Strictly Confidential' - but little difference in meaning between them. 2. Subject title Some firms open their letters with a subject title (beneath the salutation). This provides a further reference, saves introducing the subject in the first paragraph, immediately draws attention to the topic of the letter, and allows the writer to refer to it throughout the letter. It is not necessary to begin the subject title with Re: e.g. Re: Application for the post of typist. 3. Copies · c.c. (= carbon copies) is written, usually at the end of the letter, when copies are sent to people other than the named recipient. · b.c.c. (=blind carbon copies) is written at the copies themselves, though not, on the top copy, when you do not want the named recipient to know that other people have received the copies as well. 2. Content of a business letter Length How long should a letter be? The answer is as long as necessary and this will depend on the subject of the letter. It may be a simple subject, e.g. thanking a customer for a cheque, or quite complicated, e.g. explaining how a group insurance policy works. It is a question of how much information you put in the letter: you may give too little (even for a brief subject), in which case your letter will be too short, or too much (even for a complicated subject), in which case it will be too long. Your style and the kind of language you use can also affect the length. The right length includes the right amount of information. The three letters that follow are written by different people in reply to the same enquiry from a Mr. Arrand about the company's product: 1. Too long Dear Mr. Arrand, Thank you very much for your enquiry of 5 November which we receive today. We often receive enquiries from large stores and always welcome them, particularly at this time of the year when we know that you will be stocking for Christmas. We have enclosed our winter catalogue and are sure you will be extremely impressed by the wide range of watches that we stock. You will see that they range from the traditional to the latest in quartz movements and include ranges for men, women and children, with prices that should suit upper-market bracket priced at several hundred pounds. But whether you buy a cheaper or more expensive model we guarantee all merchandise for two years with a full service. Enclosed you will also find our price-list giving full details on c.i.f. prices to London and explaining our discounts which we think you will find very generous and which we hope will take full advantage of. We are always available to offer you further information about our products and can promise you personal attention whenever you require it. This service is given to all our customers throughout the world, and as you probably know, we deal with countries from the Far East to Europe and Latin America., and this fact alone bears out our reputation which has been established for more than a hundred years and has made our motto a household world - Time for Everyone. Once again may we thank you for your enquiry and say that we look forward to hearing from you in the near future? Yours sincerely, There are a number of things wrong with a letter of this sort. Though it tries to advertise the products and the company itself, it is too wordy. There is no need to explain that stores or shops are stocking for Christmas; the customer is aware of this. Rather than draw attention to certain items the customer might be interested in, the letter only explains what the customer can already see, that there is a wide selection of watches in the catalogue covering the full range of market prices. In addition, the writer goes on unnecessarily to explain which countries the firm sells to, the history of company and its rather unimpressive motto. 2. Too short Dear Sir, Thank you for your enquiry. We have a wide selection of watches which we are sure you will like. We will be sending a catalogue soon. Yours faithfully, There are number of points missing from this letter, quite apart from the fact that, since the writer knew the name of his correspondent he should have begun the letter Dear Mr Arrand and ended Yours sincerely. There is no reference to the date or reference number of the enquiry. Catalogues should be have sent with a reply to the enquiry; it is annoying for a customer to have to wait for further information to be sent. Even if a catalogue is sent, the customer's attention should be drawn to particular items that would interest him/her in the line of business. He/she might be concerned with the upper or lower end of the market. He might want moderately priced items, or expensive ones. 3. The right length Here is a letter that is more suitable: Dear Mr Arrand, Thank you for your enquiry of 5 November. We have enclosed our winter catalogue and price-list giving details of c.i.f. London prices, discounts and delivery dates. Though you will see we offer a wide selection of watches, may we draw your attention to pp. 23-28, and pp. 31-37 in our catalogue, which we think might suit the market you are dealing with? And on page 34 you will notice our latest designs in pendant watches, which are becoming fashionable for both men and women. As you are probably aware, all our products are fully guaranteed and backed by our world-wide reputation. If there is any further information you require, please contact us. Meanwhile, we look forward to hearing from you soon. Yours sincerely, Let's sum up the basic rules concerning the letter length. The letter should be neither too long nor too short. It is better to include too much information than too little. Your reader cannot read your mind. If you leave out vital information, he won't know what he wants to know, unless he writes back again and he may not bother to do that. If you include extra information, at least he'll have what he wants, even though he may irritated by having to read the unnecessary parts. Provided, of course, that you include the vital information as well as the extras: the worst letter of all is the one that gives very piece of information about the product, except for the price. Order and sequence As well as containing the right amount of information, the letter should also make all the necessary points in a logical sequence, with each idea or piece of information linking up with the previous one in a pattern that can be followed. Do not jump around making a statement, switching to other subjects, then referring back to the point you made a few sentences or paragraphs before. 1. Unclear sequence Consider this badly-written letter. There is no clear sequence to the letter, which makes it difficult to understand. Dear Sir, We are interested in your security system. We would like to know more about the prices and discounts you offer. A business associate of ours, DMS (Wholesalers) Ltd., mentioned your name to us and showed us a catalogue. They were impressed with the security system you installed for them, so we are writing to you about it. Do you give us guarantees with the installations? In your catalogue we saw the 'Secure 15' which looks as though it might suit our purposes. DMD had the 'Secure 18' installed, but as we mentioned, they are wholesalers, while we are a chain of stores. We would like something that can prevent robbery and shoplifting, so the 'Secure 15' might suit us. How long would it take to install a system that would serve all departments? Could you send us an inspector or adviser to see us at some time? If you can offer competitive prices and guarantees we would put your system in all our outlets, but initially we would only install the system in our main branch. We would like to make a decision on this soon, so we would appreciate an early reply. Yours faithfully, 2.Clear sequence Here is a better version of the same letter, in which the ideas and information are in logical order. Dear Mr. Jerry, We are a chain of retail stores and are looking for an efficient security system. You were recommended to us by our associates DMS (Wholesalers) Ltd. for whom you recently installed an alarms system, the 'Secure 18'. We need an installation which would give us comprehensive protection against robbery and shoplifting throughout all departments; and the' Secure 15' featured in your catalogue appears to suit us. However, if one of your representatives could come along to see us, he would probably be able to give us more advice and details of the available systems. Initially, we will test your system in our main branch, and if successful, then extend it throughout our other branches, but of course a competitive quotation and full guarantees for maintenance and service would be necessary. Please reply as soon as possible as we would like to make a decision within the next few months. Thank you Yours sincerely, Paragraphs 1. First paragraph The first sentence or paragraph of a letter is an important one since it gets the tone of the letter and gives your reader his first impression of you and your company. Generally speaking, in the first paragraph you will thank your correspondent for his letter (if replying to an enquiry), introduce yourself and your company if necessary, state the subject of the letter, and set out the purpose of the letter. Here are two examples: Thank you for your enquiry dated 8 July in which you asked us about our range of cosmetics. As you have probably seen in our advertisements in fashion magazines, we appeal to a wide age-group from the teenage market trough to more mature women, with our products being retailed in leading stores throughout the world. Thank you for your letter of 19 August which I received today. We can certainly supply you with the industrial floor coverings you asked about, and enclosed you will find a catalogue illustrating our wide range of products, which are used in factories and offices throughout the world. 2. Middle paragraphs This is the main part of your letter and will concern the points that need to be made, answers you wish to give, or questions you want to ask. As this can vary widely with the type of letter that you are writing, it is dwelt in other parts of my diploma work. It is in the middle paragraphs of a letter that planning is most important, to make sure that your points are made clearly, fully and in logical sequence. 3. Final paragraph When closing the letter, you should thank the person for writing, if your letter is a reply and if you have not done this at the beginning. Encourage further enquiries or correspondence, and mention that you look forward to hearing from your correspondent soon. You may also wish to restate , very briefly, one or two the most important of the points you have made in the main part of the letter. Here are some examples: Once again thank you for writing to us, and please contact us if you would like any further information. To go briefly over the points I have made - all prices are quoted c.i.f. Yokahama; delivery would be six weeks from receipt of order; and payment should be made by bank draft. I look forward to hearing from you soon. I hope I have covered all the questions you asked, but please contact me if there are any other details you require. May I just point out that the summer season will soon be with us, so please place an order as soon as possible so that it can be met in good time for when the season starts. I hope to hear from you in the near future. We are sure that you have made the right choice in choosing this particular line as it is proving to be a leading seller. If there is any advice or further information you want, we shall be happy to supply it, and look forward to hearing from you. 3. Rules and manners for writing a business letter · Main steps · Technical layout of letter · A letter's style Writing an effective business letter is an important skill for every manager and business owner.In this brief overview we will examine the five main steps in creating an effective business letter. Main Steps: 1.Identify your Aims: 2.
Establish the facts: 3.
Know the recipient of the
letter: 4.
Create a sample Copy: 5.
Decide on Physical layout
of letter. Technical layout of letter: 1.Letterhead: 2.
Name and address: 3.Date: 4.Reference: 5.Salutations: 6.Subject matter: 7.Communication: 8.Signature: 9.Enclosures: A letter's style: Previously we created the main points of our letter, now we must transform this into a final version.To do this, four main considerations are necessary. 1.Format: The former has all entries tight against the left -hand margin.The semi-blocked format sets the references and the date to the right margin for filing and retrieval purposes, with the remaining entries placed against the left margin. The indented format follows the same layout as either of the above, but indents each paragraph by five or six spaces. 2.Prose: 3.
Manner: 4.
Accuracy: Letter writing etiquette Always make sure you start and end your letters correctly. If you are writing to Mrs Jane Smith then you should start the letter 'Dear Mrs Smith' and finish it with 'Yours sincerely' - N.B. 'sincerely' does not start with a capital 'S'. Particular care is required when you are writing to a woman. If she has just written her name as Jane Smith do you start the letter 'Dear Jane' or 'Dear Ms Smith'. She might be offended if you refer to her as 'Ms' and you might not feel comfortable writing 'Dear Jane' as it sounds too familiar. To get round this problem all you have to do is ring the company and ask them how she likes to be addressed. If there is not a telephone number for the company in the advertisement just call Directory Enquires (dial 192 in the UK). When you ring the company all you have to say is that you are writing to Jane Smith and you would like to know whether she is a Ms, Mrs or Miss so your letter can be correctly addressed. If the advertisement just says reply to J. Smith how would you address the letter? Dear Sir? or Dear Madam? Dear Mr Smith? You would be well advised to ring the company and find out J. Smith's full name and title (Mr/Mrs/Ms/Miss). Remember politeness costs you nothing, but it can really pay dividends and you will probably be the only person who has bothered to find out. This may distinguish you from everyone else who applied - being noticed is the key to writing a potential interview-winning covering letter. If the advertisement just says write to the Personnel Department or reply to Box Number 55 it may not be possible for you to find out who will be handling your reply. In these cases you will have to start your letter 'Dear Sir/Madam' and finish the letter with 'Yours faithfully'. Please note that 'faithfully' does not start with a capital 'F'. Striking the Right Tone If your letter is primarily informational or contains good news, a direct approach is usually best. State your point or offer your news immediately and briefly, and then explain any other information the reader needs to know. Finding the proper tone is more difficult if you are delivering bad news. In this case, taking an indirect approach may be a better strategy. In the first few sentences, for example, you could begin on a positive note by stating how much you want to work with the reader’s company or by reminding the reader of times you accommodated his or her requests in the past. When you do get to your point, try to minimize the reader’s disappointment or anger by delivering the message in carefully considered language that conveys your news clearly but tactfully. Establishing a Courteous Tone
A simple rule can keep you from writing inadvertently offensive letters: Always ask yourself how you would feel if you received the message you are sending. If you would bristle at its terseness, you can assume the reader will as well. If you are unsure how the message might be taken, ask for someone else’s opinion, or let it sit overnight and read it again the next morning with a fresh eye. If someone sends you a rude e-mail message (or “flame,” in e-mail slang), take a moment to calm down before responding. The best way to douse a flame is to write back using the most neutral and measured tone you can muster. In some cases it’s best not to respond to a flame. 4. Style of a business letter Now I will deal with some common writing problems that do not involve rules of grammar. These problems—of parallelism, redundancy, and the like—are more rhetorical than grammatical; that is, they involve choices you must make as a writer trying to create a certain style of expression. You must determine what stylistic choices will afford greater clarity and cogency to each of your efforts to communicate. We all make different choices when faced with different communicative tasks depending on what we feel will be most effective. An expression that is appropriate for a formal letter may be utterly off-putting in an informal message. A successful and distinctive writing style is an elusive bird of paradise. It is unmistakable once you see it but difficult to find. It involves many things: creating an appropriate voice for your purpose, choosing the right words for the subject and audience, constructing elegant sentences whose rhythm reinforces their meaning, presenting an argument in a logical fashion that is both engaging and easy to follow, finding vivid images to make thoughts accessible to your readers. You can probably add to this list. You may, for example, want to shock or jolt your audience rather than court it, and this strategy requires stylistic features that are quite different from those you would use for gentle persuasion. Parallelism Most memorable writing has as one of its recognizable features the ample use of parallel grammatical structures. A basic guideline about parallel constructions is to make sure that all the elements in a balanced pair or in a series have the same grammatical form. That is, if you start with a that-clause, stick with that-clauses; if you start with an infinitive, stick with infinitives; if you start with a participle, stick with participles; and so on. What you don’t want is a mixed bag, as in She had a strong desire to pursue medicine and for studying literature or The scientist asked for volunteers with allergies but who had not given blood recently. A second point is to make sure that once you have chosen the kind of grammatical forms you want to make parallel, you structure them symmetrically. Remember that an initial article, preposition, auxiliary verb, or modifier will tend to govern all elements in the series unless it is repeated for each element. For example, if you set up a series of nouns with the first modified by an adjective, the reader will expect the adjective to modify the rest of the series as well. Thus you should say The building has new lighting, plumbing, and carpeting but not The building has new lighting, plumbing, and different carpeting. The same is true for articles: He brought the rod, reel, and bait. If you want to restrict a modifier to only one noun, repeat the article for each noun: He brought the light rod, the reel, and the bait. When you spot a faulty parallel, recast the structure to give all the elements equivalent treatment. If your new parallel construction does not seem much of an improvement, rewrite the sentence completely to avoid the parallel construction. Better to have no parallel structures than to have parallel structures that sound overblown or stilted. Faulty parallelism is all around us. We see and hear it every day—often without taking notice. How many times have you heard Please leave your name, number, and a brief message? After waiting for the tone, have you ever objected to the imperfect symmetry of this sentence? In our most recent ballot we presented some sentences with questionable parallelism to the usage panelists to see how tolerant they would be. As we expected, they had a range of opinions. Crafting sentences with flawless parallelism takes effort and practice. Even if your readers don’t notice or object when you make mistakes, balance and symmetry are worth striving for in your writing. There are certain constructions that are notorious for throwing things out of whack. I listed some of them below. both … and … comparisons with as and than compound verbs either … or / neither … nor not only … but also rather than
Passive Voice Writing handbooks usually include warnings about the passive voice—it is wordy and clumsy and leads to static rather than dynamic writing. There is truth to this, certainly, but the passive voice also has legitimate uses, and in many instances it is preferable to the active voice. Such phrases as "The material will be delivered"; "The start date is to be decided"; "The figures must be approved" are obscure ones leaving unsettled who it is that delivers, who decides, and who does the approving. Which side it is to be? Lawsuits are the plausible outcome of leaving it all unsettled. Passives used in contracts can destroy the whole negotiations. "You will deliver" is better for it identifies the one who will do delivering. Certainly, "must be approved by us" violates other canons. "We shall have the right but not the obligation to approve" is less unfortunate. There is no doubt that passives do not suit business letters, and if they go all the way through without adding something like "by you" or "by us" they are intolerable. Once in a long while one may find passives used purposely to leave something unresolved.
Redundancy A certain amount of redundancy is built in to the English language, and we would never consider getting rid of it. Take grammatical number, for instance. Sentences such as 'He drives to work' and 'We are happy' contain redundant verb forms. The -s of drives indicates singularity of the subject, but we already know the subject is singular from the singular pronoun he. Similarly, are indicates a plural subject, which is already evident from the plural pronoun we. Number is also indicated redundantly in phrases like this book and those boxes, where the demonstrative adjective shows number and the noun does as well. But there are redundant ways of saying things that can make the rest of your writing seem foolish. Many of these are common expressions that go unnoticed in casual conversation but that stick out like red flags in writing. Why say at this point in time instead of now, or because of the fact that when because will do? Something that is large in size is really just large. The trouble lies less in the expressions themselves than in their accumulated effect. Anyone can be forgiven for an occasional redundancy, but writing that is larded with redundancies is likely to draw unwanted laughs rather than admiration. Listed below are some of the more problematic redundancies. but … however close proximity consensus consider as / deem as cross section else empty rhetoric equally as free gift from whence inside of mental telepathy old adage rarely ever / seldom ever reason is because reason why refer back revert back VAT tax Wordiness In a world in which efficiency has become a prime value, most people view economy in wording as a sign of intelligence. Its opposite, therefore, is often considered a sign of stupidity. Most of us are busy and impatient people. We hate to wait. Using too many words is like asking people to stand in line until you get around to the point. It is irritating, which hardly helps when you are trying to win someone’s goodwill or show that you 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 phrasesNow 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 wordsEvery 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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