Judit Horváth
Linguistic Features and Terminology Phenomena in American Legal Documents



1. Introduction to the law of contract

A contract is a legally enforceable agreement containing one or more promises; but not every promise is a contract- only the ones enforceable by law are called contracts. (Grilliot and Schubert 1988:562) Therefore enforceability is the key term. All contracts must involve at least two parties: 1/ a bilateral contract results if both parties make promises, 2/ but when only one makes a promise, then a unilateral contract is established. (Grilliot and Schubert 1988:564) To establish a contract there must be an agreement (parties’ willingness is expressed to be bound to the terms of the contract) between component parties (no mental disability or age factor) based on genuine assent of the parties (no misinterpretation, duress or mistake) by consideration which does not contravene principles of law and which must be in writing in certain cases. The statute of frauds refers to the requirement that certain kinds of contracts be made in writing and signed. Traditionally, the statute of frauds requires a writing signed by the party against whom enforcement is sought in the following circumstances:

• Contracts in consideration of marriage.
• Contracts which cannot be performed within one year.
• Contracts for the transfer of an interest in land.
• Contracts by the executor of a will to pay a debt of the estate with their own money.
• Contracts for the sale of goods above a certain value.
• Contracts in which one party becomes a surety (acts as guarantor) for another party's debt or other obligation. (http://www.freelawanswer.com/law)

Civil law and common law are two different legal systems, with different origins, history, provisions and rules. In the United States of America law sudents keep memorising cases and precedent verdicts (common law), while in Hungary law students study articles of codified laws (civil or continental law). These two different traditions have deep impact on contract law. As Lordi (2000) points out, in the current times it is very common to talk about a global or transnational contract law meaning that only one contract law should exist in the world. In effect, even if legal scholars of common and civil law systems often reach the same results in solving legal problems, the process to arrive at the results is different. Common law, following its tradition, is not dogmatic and uses a caselaw methodology. It is judge-made law, judges are empowered by statute or by constitutional provision in every state to decide controversies between litigants. Judges’ decisions become a precedent for future legal controversies that are similar. (Ormai and Pókay, 2003:25) Civil law, born with School of Bologna Glossators, is dogmatic and conceptual. Mainly businessmen would vote for the harmonisation of the systems, since it would facilitate transactions and and result in the growth of business. (Lordi ,2002) Unifying contract law would also be useful for translators: however, hard they try to find the best equivalent for a given term, a translated contract will never be as ”perfect” as an original American contract, which is due to the different systems, since obviously one legal system cannot be transported to another country. But to achieve the aim of many and have a common system of laws and principles ”it is necessary to have lawyers of both systems working together in addressing legal issues.”(Lordi, 2002) If translators are employed since the very beginning of the formation of the contract it is often recommended for the parties to agree on a hybrid-contract, which possesses features from both systems.

The statute of frauds refers to the requirement that certain kinds of contracts be made in writing and signed. Traditionally, the statute of frauds requires a writing signed by the party against whom enforcement is sought in the following circumstances:

• Contracts in consideration of marriage;
• Contracts which cannot be performed within one year;
• Contracts for the transfer of an interest in land;
• Contracts by the executor of a will to pay a debt of the estate with their own money;
• Contracts for the sale of goods above a certain value;
• Contracts in which one party becomes a surety (acts as guarantor) for another party's debt or other obligation. (http://www.freelawanswer.com/law)

Civil law and common law are two different legal systems, with different origins, history, provisions and rules. In the United States of America law sudents keep memorising cases and precedent verdicts (common law), while in Hungary law students study articles of codified laws (civil or continental law). These two different traditions have deep impact on contract law. As Lordi (2002) points out in the current times it is very common to talk about a global or transnational contract law meaning that only one contract law should exist in the world. In effect, even if legal scholars of common and civil law systems often reach the same results in solving legal problems, the process to arrive at the results is different. Common law, following its tradition, is not dogmatic and uses a caselaw methodology. It is judge-made law, judges are empowered by statute or by constitutional provision in every state to decide controversies between litigants. Judges’ decisions become a precedent for future legal controversies that are similar (Ormai and Pókay, 2003:25). Civil law, born with the School of Bologna Glossators, is dogmatic and conceptual. Mainly, businessmen would vote for the harmonisation of the systems, since it would facilitate transactions and result in the growth of business (Lordi 2002). Unifying contract law would also be useful for translators: however hard they try to find the best equivalent for a given term, a translated contract will never be as ”perfect” as an original American contract, which is due to the different systems, since obviously one legal system cannot be transported to another country. But to achieve the aim of many and have a common system of laws and principles ”it is necessary to have lawyers of both systems working together in addressing legal issues.”(Lordi 2002) If translators are employed since the very beginning of the formation of the contract it is often recommended for the parties to agree on a hybrid-contract, which possesses features from both systems.

2. The formation of an American contract

Although, generally, American legal system lacks codes and provisions, for commercial agreements lawyers use the very important Uniform Commercial Code (UCC or the Code) which is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America. This objective is considered to be important because of the frequency of commercial transactions that extend beyond one state. The UCC applies mainly to merchants and govern the sale of goods, but several states adopted it only with certain modifications (Heidinger, Hubalek, Bárdos P., Bárdos R. 2004:11).

2. 1. The offer

Perhaps the most important feature of a contract is that one party makes an offer for a bargain and the other one accepts it. This can be called as a 'concurrence of wills' or a 'meeting of the minds' of two or maybe more parties (www.wikipedia.org/wiki/contract). When describing the offer, the objective perspective must be defined. It means that it is only necessary that somebody gives the impression of offering or accepting contractual terms in the eyes of a reasonable person, not that they actually did want to contract (www.wikipedia.org/offer). There must be evidence that the parties had each from an objective perspective engaged in conduct manifesting their assent, and a contract will be formed when the parties have met such a requirement.

The offer is only valid if the parties expess their willingness to enter a contract, and the offeree must be aware of this intention. It is neccessary to have a clear description of the subject matter, e.g., in a lease contracts the lease fee must be stipulated, or the duration and its possible extensions and its termination shall be stated. In case of an agency agreement the agent’s undertakings, duties and commissions must be specified. Furthermore, a contract should always be ”beliveable” for any reasonable person. Before acceptance the offer may be revoked any time (Grilliot and Schubert 1988:564).

2. 2. The acceptance

The content of the acceptance must agree with the offer, i.e. the terms of the offer should be seen in the acceptance. Otherwise, the acceptance is considered as a counteroffer under case law. Under the UCC, any kind of modifications or optional addictions in the acceptance are treated as offers for an additional contract. Also under the UCC, additions made by merchants may become part of the contract automatically if the offeror fails to object in time. Unlike the offer,”the acceptance is effective upon dispatch, not upon receipt by the offeror” (Heidinger et al 2004:11).

2. 3. The Parol Evidence Rule

Except for the types of contracts falling under the Statute of Frauds listed above, a contract need not be in writing. If the parties make a written contract, however, the Parol Evidence Rule applies. This rule states that if there is evidence in writing (such as a signed contract) the terms of the contract cannot be altered by evidence of oral (parol) agreements purporting to change, explain or contradict the written document (www.thelaw.com/ParolEvidence).

2. 4. Invalidity

An otherwise valid contract can be invalidated or rescinded under certain circumstances. For example, if one or both parties lack capacity; ”where the agreement is based on a mistake; where the contents of the contract are contaminated by illegality; and where sent of one of the parties was obtained by fraud, misrepresentation, or duress”(Heidinger et al 2004:12). The notion of unconscionability can also invalidate a contract. Arising from case law and adopted by the UCC, unconscionability exists when a party exploits its overwhelming economic strength resulting in "unconscionable" conditions on the other party (www.law.cornell.edu/ucc/ucc.table.html).

2. 5. Assignment

Except for cases where the identity of the party is important for the contract, claims can be assigned. Future claims, however, may not be assigned in many states although some exceptions exist. Similarly to a contract, an assignment requires consideration, and the same defenses concerning performance owed exist against the assignee as they would have against the assignor. Notice of an assignment to the debtor is not required.

2. 6. Performance

The obligations under a contract are satisfied by performance of the terms of the contract. The terms of the contract must be met, regardless whether the terms are expressed or such strict compliance is required with the exception of with what is known as substantial perfomance. It provides some relief from compliance with the contract's terms and can be found in both law and the UCC.

2. 7. Termination

The power of the offeree to bind the offeror lasts for the duration of the offer. ”The duration of an offer is the time period from the moment an offer is effectively communicated to the offeree until it is terminated” (Grilliot and Schubert, 1988:566). A contract can be terminated by mutual recission. In order to do so, however, it is normally required that each party still has to fulfill part of its contractual obligations.

2. 8. Impossibility

The impossibility of carrying out a contract, which occurs, for example, when it relates to subject matter does not exist. The event making fulfilment impossible may arise either before or after the contract is made. In the former case the contract is void for mistake. In the latter case the contract will be discharged under the doctrine of frustration of contract (Martin, 2002:243). Under the English system, this doctrine was developed to move the English courts away from the notion of strict compliance. This doctrine allows the court ”to assume an implied term that terminates the contract or allows for rescission” (Heidinger et al. 2004:23). Although this doctrine also exists under U.S. law, American courts tend not to apply it.

2. 9. Breach of Contract

Breach of the contract is failing to perform any term of a contract, whether written or oral, without a legitimate legal excuse. This includes not completing a job, not paying in full or on time, failure to deliver all the goods, substituting significantly different goods, not providing a bond when required, being late without excuse, or any act which shows the party will not complete the work ("anticipatory breach"). Breach of contract is one of the most common causes of law suits for damages and court-ordered "specific performance" of the contract (www.law.com/breach).
The notion of partial breach also exists. For example when only a portion of the contracted delivery is made. This may constitute a partial breach entitling a party to damages. ”If the partial breach affects the value of the entire contract, the plaintiff may stop his/her own performance and sue for damages for a total breach” (Heidinger et al. 2004:13).

2. 10. Remedies

2. 10. 1 Damages

Money damages are the accepted remedy for breach of contract. The intent of money damages ”is to put the nonbreaching party in as good a position as if the promise had been performed in full as originally agreed” (Heidinger et al. 2004:13). Damages are calculated by considering actual damages including reasonably foreseeable or consequential damages, lost profits or incomes as well as incidental damages. It is important to keep in mind that damages are only a remedy for breach of contract.

2. 10. 2 Specific Performance

A court order to a person is to fulfil his obligations under a contract. For example, when contracts have been exchanged for the sale of a house, the court may order a reluctant seller to complete the sale. The remedy is a discretionary one and is not available in certain cases: for the enforcement of a contract of employment or when the payment of damages would be a sufficient remedy (Martin, 2002:471). American contract law doctrine views specific performance as a special remedy for breach of contract which is ordinarily available only when damages would be inadequate. ”When the transaction involves real property or unique or irreplaceable goods which cannot be sufficiently compensated by the awarding of money damages” (Heidinger et al. 2004:13).

3. Historically fossilized and archaic expressions in contracts

The examples for the forthcoming chapters and sub-chapters come from my own corpora and from Annex 1, so it is possible to study them in a wider context. (Annex 1. worthwhile studying since it is a typical, widely used hybrid-contract, written by both a Hungarian and an American lawyer.)

If we observe the texts of American contracts on the lexical level, we can see historically fossilized words and expressions and restricted or altered meanings: for example servant is used for ‘employee’ and master is used for ‘employer’ (Horváth 2007). In case of lease agreements, the lessor is the person that gives the lessee the use of a property or an area of land, etc. But in lease contracts considering renting a flat or a house, lessors are called landlady or landlord depending on their sex. Although the word witnesses is frequently used thus understandable for everybody, its old-English equivalent is used in contracts, which is witnesseth. The same phenomenon can be observed in the case of have, which is often used as hath.

4. Special meaning of everyday expressions

Another typical phenomenon is the special meaning of everyday expressions, such as performance, delegate or consideration, which are all cardinal elements in American contracts, all have different meanings in the language of law. Let’s see a few examples for their special meanings and their Hungarian translations.

The everyday meaning of performance is a ‘(public) shaw of music or a play’ (Oxford Advanced Learner’s Dictionary) while its legal meaning is ‘the process of fulfilling one’s duties or tasks’:

…they were asked to put up a $2m performance bond.
Teljesítési biztosítékként 2 millió dollár letétbe helyezését kérték..

In everyday oral discourse with the word delegation we refer to a group of people who were “elected by others to express their views” (Oxford Advanced Learner’s Dictionary). On the other hand, the term delegation in legal documents refers to ‘the process of changing the possession of rights’:

A:The committee delegated the appointment of staff to the chairperson.
Az elnök felhatalmazást kapott a bizottságtól, hogy kijelölje a személyzetet.
B: The delegation shall be satisfactory for both parties.
A jogátvállalás mindkét fél számára kielégítő.


In common conversations consideration is used as a synonym of 1a thing that must be thought about or taken into account’, while as an important part of all contracts it means ‘a kind of payment for somebody’s services’:

...issues rose questioning the consideration in the contract.
...megkérdőjelezték a visszterhességgel foglalkozó részt a szerződésben.


5. The use of collocations and affixes

The use of collocations and affixes (mainly double prefixes) is also a characteristic feature: American contracts hint at the frequency and variety of those words which consist of an adverbial word or place to which a preposition has been suffixed (Rrystal and Davy, 1969): nowhere else can you meet words like aforementioned, aforesaid, hereinbefore or a wide range of words whose root is here: heretofore, herewith, herein, hereof, hereunder and hereinafter. The last term hereinafter only occurs in contracts (Bart and Klaudy, 2003:131). Having examined all these “here” words, the linguist may stop to think whether we should consider English as a typically isolating language or it has characteristics from agglutinative languages, too. They are useful for lawyers to assure precise references, but there is also a hidden reason for their repetitiveness, which is the admiration for tradition. In some cases there are Hungarian fixed phrases for translating these collocations but they are often omitted:

A: “…concluded by and between Schott Eurovit Glass Manufacturing
Company Limited (H-8800 Nagykanizsa, Fő út 1.) as principal,
represented by Péter Kiss, managing director, hereinafter “PE”.
...amely létrejött egyrészről a Schott Eurovit Üvegtermékeket
Előállító Korlátolt Felelősségű Társaság 8800 Nagykanizsa,
Fő út 1. mint vevő, - képviseli: Kiss Péter ügyvezető igazgató -,
továbbiakban: PE.

B: “This modification shall be attached to the agreements
between the parties stipulating that this document constitutes
an inseparable part thereof.”
Ezt az okiratot a szerződésekhez annak rögzítésével csatolják,
hogy az okirat a szerződések elválaszthatatlan részét képezi.


6. The use of tautological expressions

Tautological expressions (redundancy, multiplying and repetitions) also characterize contracts: made and signed, agree and contract, lawful authority, by and between, etc., cannot be omitted in any legal agreements. The near-synonyms are often coordinated by draftsmen who got into the habit of using them when for the same referent there existed two terms: the native English and the borrowed French term (Crystal and Davy 1969:208). They decided to use two terms for the same referent to avoid ambiguity that is the reason why we can find plenty of couplings in American contracts. We can also observe term pairs in Hungarian contracts (A) but they are not so frequent, since it has no such tradition in Hungarian. Translated texts often lack these word pairs (B, C):

A: Agency Agreement…Concluded by and between KHG Industrial,
Commercial and Servicing Co. Ltd. (H-8800 Nagykanizsa, Fő út 1.
- Hungary) represented by Mr. Peter Kiss Managing Director
as Principal (hereinafter: Principal) and...
Ügynöki Szerződés…amely létrejött egyrészről a KHG Ipari,
Kereskedelmi és Szolgáltató Kft.( 8800 Nagykanizsa, Fő út 1.),
mint megbízó (továbbiakban: Megbízó), másrészről...
B: ...as Agent (hereinafter: Agent) in the place and on the date
as here below written under the following terms and conditions:…
...mint ügynök (továbbiakban: Ügynök) között az alulírott helyen és napon,
az alábbi feltételekkel:…

C: Contracting parties agree and contract that in accordance
with the decision of their common owner, all equipment,
process know-how and customers for manufacturing technical
glass products shall be transferred from PK to PE until June 30, 1997.

Szerződő felek megállapodnak, hogy a közös tulajdonosuk döntése
értelmében PK-tól a műszaki-üvegtermékek gyártásához
tartozó valamennyi berendezés, technológiai know-how
és a vevőkör átadásra kerül PE részére 1997. június 30.-ig.


7. The use of shall

An important observation from the lexical and semantic level: the modal auxiliary shall, which used to express future but today in everyday speech it is used to express an offer, whereas in the language of law it expresses obligation. (In the Bible the latter usage can be observed, too: thou shall not kill for instance, which is also a strong obligation.)

A: Contracting parties agree and contract that PK shall make
all documentation – drawings, quality requirements, technical
descriptions, etc., - of the machinery and products available
to PE at the same time of transporting the machines to PE’s site.
Szerződő felek megállapodnak, hogy PK kötelezettséget vállal arra,
hogy a gépek és a termékek valamennyi dokumentációját – rajzok,
minőségi előírások, műszaki leírások, stb., - PE rendelkezésére
bocsátja
a gépek PE telephelyére történő szállításával egyidejűleg.

B: The managing directors shall direct the business of the company
and represent the company towards third parties…
Az ügyvezetők vezetik a társaság ügyeit és képviselik
a társaságot harmadik személyekkel szemben,…

Shall occurs even in the simplest sentences, which are considered to be syntactically neutral, but after signing them, contracts will be legally binding to the parties therefore using shall is a must. When translating this modal auxiliary into Hungarian, translators either use adjectives (kötelező) or use a syntactically neutral stative sentence:

The Company shall be named… A társaság cégneve:…
The Company shall have its registered domicile in... A társaság székhelye:…

8. The special meanings of such and said

Such and the said usually refer back to some data that have been mentioned in the contract earlier:

Contracting parties agree that the gross amount of ……HUF of the lease fee
shall be deposited by Lessee within 10 calendar days after the execution
hereof, but not later than January 15, 2000 to a lawyer's escrow of
Dr. Nagy Pál individual lawyer (8800. Nagykanizsa, Fő u.3.) under
an escrow agreement to be concluded with him with the condition that
the depositary lawyer shall place the amount of such deposit in the
attached sub-account of his bank account and the deposit can be paid
to Lessor only when Lessee takes possession of the leased premises from Lessor
and a copy of the minutes taken about such possession taking and signed
by both parties is handed over to the depositary lawyer. After the said
possession taking, Lessor shall issue an invoice on the lease fee to Lessee
and in such invoice the date of payment should be February 1, 2000.

Szerződő felek megállapodnak abban, hogy a szerződés aláírását követő
10 naptári napon belül, de legkésőbb 2000. január 15-ig a bérleti
díjnak megfelelő bruttó ……..,- Ft, - azaz, ……………………forint –
összeget a bérlő Dr. Nagy Pál egyéni ügyvédnél (8800. Nagykanizsa,
Fő u. 3.) a vele megkötendő letéti szerződés alapján ügyvédi letétbe
helyezi, azzal a kikötéssel, hogy a letéteményes ügyvéd a letét
összegét köteles a bankszámlájának zárolt alszámláján elhelyezni
és a letétet csak abban az esetben fizetheti ki bérbeadó részére,
ha bérbeadó bérlő birtokába adja a bérleményt és a birtokbaadásról
készült, a két fél által együttesen aláírt jegyzőkönyv egy példányát
felek átadják letéteményes ügyvédnek. A birtokbaadást követően
bérbeadó köteles a bérleti díjról bérlő részére számlát kiállítani,
a számlában a fizetési határidő időpontját 2000. február 1-ben
jelölheti meg.

In the Hungarian translation of the source text there is no such “reference word,” therefore the translator decided to repeat the expression. Repetitions characterise both American and Hungarian contracts since one of the most important aims of legal draftsmen is to avoid ambifuity. As Crystal and Davy point out ”ambiguities and confusions are intolerable in a legal document” (1969:212). For this reason the complete lack of anaphoric reference is observable, the otherwise frequently used relative sentences, relative pronouns (who, which) and personal pronouns (it, him, her) are scarcely used in contracts.

Besides the usage of said and such other phenomena are also observable in the above quotation. The omission of the (otherwise required) definite article the is typical in American and also in Hungarian contracts. Literate speakers of these languages would never use a proper name with the definite article preceeding it. Since Lessor and Lessee stand for proper names, which have been identified previously in the contract, draftsmen do not use definite articles. A typical collocation can also be observed (hereof), and the earlier mentioned modal auxiliary shall also occurs. The following example provides further examples (omission of the definite article, “shall”, etc.)

Parties agree that after the execution of this agreement Kiss & Partners
shall take the necessary arrangements with MATÁV regarding the
registration. The costs of such registration shall be borne by Kiss & Partner.
Felek rögzítik, hogy a jelen megállapodás aláírását követően a
telefonvonalak átírásáról a Kiss & Társa Bt. köteles intézkedni
a MATÁV Rt-nél. Az átírással kapcsolatos költségek a Kiss & Társa
Bt.-t terhelik.

8. Apparent redundancy

On the semantic level the distinctive features of the language of law and contracts is inevitably the apparent redundancy (that is the use of seemingly equal words which may seem redundant in everyday speech but actually they are necessary because of their development in the history of law (Heidinger et al. 2004 /2006)): Under the following terms and conditions, at any reasonable time or times or for and on behalf of are all frequently used terms among many others. It would be a false translator’s attitude to multiply the terms of similar meaning in the Hungarian version of the contract because it would be redundant, thus unnecessary for the client.

A: Duly signed for and on behalf of Customer
Ügyfél cégszerű aláírása

B:...concluded by and between "KHG" Industrial, Commercial and
Servicing Co. Ltd, 8800. Nagykanizsa, Fő u. 1., hereinafter
referred to as Lessor, and………. hereinafter referred to as Lessee
at the place and date here below written and under the
following terms and conditions:

…amely létrejött egyrészről a "KHG" Ipari, Kereskedelmi és
Szolgáltató Kft. 8800 Nagykanizsa, Fő u. 1. - a továbbiakban:
bérbeadó, – másrészről a ……… – a továbbiakban: bérlő –
között alulírott helyen és időpontban az alábbi feltételekkel:

In the above example the omission of the definite article, a typical collocation (hereinafter) and a tautological expression (by and between) can also be observed.

9. Circumlocution

When reading contracts in any language one often has the feeling that the language is overcomplicated and for understanding the content, the contract must be read several times. We can observe a range of elements in the contract which may seem ”unimportant” at first sight but actually they occur because of the circumlocution phenomenon (Horváth, 2007). When translating from Hungarian to English, unexperienced translators, not being aware of this phenomenon, do not use this device. This results in a grammatically correct but ”non- Americanlike” translations. So the first step for every translator must be to study corpora which include only American contracts, research the frequently used terms and other typical phenomena, and only after having observed all these should one start translating.

In consideration of the 9.8% inflation in year 2000 in Hungary
Lessor agrees to modify the minimum monthly charge specified
in Section 9.d of the real estate lease agreement to be paid for
the energy and water services of the leased building…
and Lessee agrees to accept the above mentioned modifications.
Tekintettel a 2000. évi 9,8 %-os magyarországi inflációra
bérbeadó módosítja az ingatlanbérleti szerződés 9.d
pontjában rögzített, az épületingatlan energia és víz ellátásáért
fizetendő szolgáltatási díjak minimális havi összegét…
bérlő elfogadja a fenti módosításokat.

10. Syntactical level

Finally, on the syntactical level we can observe that unlike in the everyday usage of the language, the sentences are difficult and contain numerous clauses such as subordinations and coordinate clauses in the normative structure of the sentences. The sentences tend to be extremely long. It is a typical legal habit to conflate, by means of subordinating sentences, sections of language, which in other genres of writing would consist of seperate sentences. As a result, legal sentences are usually self-contained units, all of which contain different data (Crystal and Davy, 1969:199). Sentences do not need to be linked closely to either what has been mentioned before or what will be mentioned afterwards.

The company shall be entitled to engage in all transactions
and measures which seem necessary or beneficial for the
achievement of the objects of the company in particular
to found branches and subsidiaries in Hungary and abroad
and to acquire interests in other enterprises.
A társaság minden olyan üzleti tevékenységet kifejthet,
amely a társaság céljának megvalósítása szempontjából
szükséges vagy hasznos, jogosult különösen bel- és
külföldi telephelyek, ill. leányvállalatok alapítására
valamint más vállalkozásokban részesedés magszerzésére”

Sentences which have normative structure often start with in the event of, in case of or for the purposes of. In the following example we can also see a rarely observable relative clause:

In case of hidden defects which were not noticeable during
the inspection at delivery of the parts, not during the inspection
of the finished product by Buyer, Supplier shall be liable for
a period not exceeding 12 months after the date of completion.
Rejtett hibák esetén, amelyeket a Vevő sem az áru átvételekor
lefolytatott vizsgálat során, sem pedig a végtermék ellenőrzésekor
nem ismerhetett fel, az eladó a gyártás időpontjától számított
legfeljebb 12 hónapig felel.

The preamble part of the contracts is often referred to as ”whereas-clauses”, since the clarification of the parties and other necessary background information starts with this term. In the everyday use of English it expresses ‘contrast’ or ‘comparison’, in the contracts its meaning is syntactically neutral:

Whereas the Seller is a businessman and deals with…
whereas the Buyer is a member of…
Minthogy az eladó üzletember…minthogy a vásárló tagja a…

12. Preserving formulae

The following quotation is from an old endowment assurence policy (Crystal and Davy, 1969:195.) but my own corpus also bustles with texts of similar style. Despite the fact that my corpus has been built for only eight years (so it contains relatively new contracts) the linguistic phenomena and the typical terms are very much similar to the quoted text:

Whereas a proposal to effect with the society an assurance
on the Life Insured named in the Schedule hereto has been duly
made and signed as a basis of such assurence and a declaration
has been made agreeig that this policy shall be subject to the
Society’s Registered Rules to the Table of Insurance printed
hereon and to the terms and conditions of the said Table and
that the date of entrance stated hereon shall be deemed to be
the date of this contract AND such proposal has been accepted
by the society on the conditions as set forth in the proposal

Observing this quotation, the first striking phenomenon is the complete lack of punctuation. Even the full stop is missing to indicate the end of the sentence, not to mention the commas, which could be incredibly helpful to make this piece of legal document more understandable since they would show when an important sequence finishes and the other one starts. Translators, who frequenty translate such documents, are used to the complete absence or the thin usage of punctuation, but in the target language documents they do use punctuation: mainly commas and colons.

Capitalisation within the text appears in both American and Hungarian legal documents. Not only data and proper names are emphasized with capitalisation but the pieces of information that the lawyers found important to stress. Moreover, in American contracts sometimes linking words are written with capital letters (every single letter of them, as shown in the example) to stress the importance of the clause that it preceeds. Since this phenomenon has no historical background in writing Hungarian legal documents, in translated texts capitalised linking words can rarely be detected. One more comment on typology: the use of ghotic characters for the initial whereas, which is used even in today’s contracts to show lawyers’ commitment to tradition.


Bibliography

Bart I., Klaudy K. 2003. EU fordítóiskola, Budapest:Corvina.
Crystal, D., Davy, D. 1969. Investigating English Style, Longman.
Grilliot, H., Schubert, F. 1988. Introduction to Law & the Legal System Boston:Houghton Mifflin Company.
Horváth J. 2007. The Typical Linguistic Features of Anglo-American Contracts and their Translations into Hungarian In: Lendvai E. (ed.): Translatologia Pannonica, Pécs http://translator.btk.pte.hu
Heidinger, F. et al. 2004. Angol-Amerikai jogi nyelv. Budapest: hvgorac.
Klaudy K. 2003. Languages in Translation. Budapest: Scholastica.
Lordi, A. 2002. Towards a Common Methodology in Contract Law The Journal of Law and Commerce, Vol 22: 1-15. http://jlc.law.pitt.edu/22_1.html
Ormai, J., Pókay, M. 2003. English for Law Students Pécs: Janus Pannonius University.

Sources

Stewart, W. and Burgess, R. 1996. Collins Dictionary of Law. Harper Collins Publishers.
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Annex 1

AGENCY AGREEMENT

Concluded by and between KHG Industrial, Commercial and Servicing Co. Ltd. (H-8800 Nagykanizsa, Kisberki u. 6. - Hungary) represented: by Mr. Peter Bencze Managing Director as Principal (hereinafter: Principal) and SCITECH SYSTEMS Co. Ltd. (187-J Block 2, PECHS, Karachi – Pakistan Tel #. (92-21) 4543047- Fax #. (92-21) 4543048 E-mail address: (scitechsystems@yahoo.com) represented by Mr. Mohammed Shuaib Munir Ahmed as Agent (hereinafter: Agent) in the place and on the date indicated above under the following terms and conditions:

1. (no def. art.)Principal orders Agent to organize the sale of laboratory and household glass wares made by Principal from heat resistant glass - in the Pakistan market.

2. Agent undertakes to

- search for possible customers of the products
- carry out commercial negotiations with the customers
- make publicity to Principal’s product
- perform his activity with due diligence
- do his best in representing Principal’s interest
- assist Principal in keeping contact with the authorities in her area
- in case of claims make every effort to protect Principal’s interests in order to reject or decrease, as far as possible, any claim against Principal.

3. For fulfilling the tasks detailed in Point 2 hereof, Agent is entitled to get commission on the revenues of commercial deals organized and realized by her. The extent of such commission will be specified in a separate agreement attached to each delivery contract. The commission will be paid by Principal on the revenues achieved by each order during the term of this agreement against an invoice submitted by Agent under the following conditions:

a. Commission is only due on deals fulfilled by Principal for which the contracted price has been received by Principle in full.

b. The calculation basis of the commission is the foreign exchange amount actually received by Principal from the net sales price indicated in the invoice of the delivered goods. If Principal grants any discount on the contracted price or performs refund to customer, the commission basis will be decreased in ratio with the amount of such discount or refund.

c. The commission described in Points a, and b, above includes Agent’s all costs and expenses as well as the counter value of her work. In addition to such commission Agent may not have any claim or demand under this agency relationship for any expense or other reason. Renumeration and expenses of possible substitutes or employees, etc., shall solely be paid by Agent.

4. In case of satisfying the conditions specified in Point 3 hereof, Agent is entitled to issue her invoice on the commission and send it to Principal. Principal shall pay the invoiced amount within 15 days after receipt thereof by bank transfer on the bank account indicated in the invoice.

5. Payments against Principal’s invoices will be collected directly by Principal’s bank. The Agent does not have general authorization to accept money for the Principal; such action can be done only on prior written instruction given case by case by Principal. Even in this latter case Agent is not entitled to deduct or withhold any amount from the sum collected by her, for commission or any other purpose.

6. Principal grants to Agent exclusivity for the whole territory of Pakistan on the products described in point 1. if the annual turnover exceeds USD 200.000 in the period from October 1, 2003 to September 30, 2004. The contracting parties will annually evaluated each period ending on July 30 each year and stipulate the turn over figures for the following year. The annual agreements shall constitute the annexes to this agreement.

7. This agreement is free from duties and taxes in Hungary; if in other countries it is chargeable, any duties, and taxes and charges whatsoever shall be paid by Agent.

8. This agreement becomes effective on the date of its execution and is valid for an indefinite period of time.

9. The agreement may be cancelled by any party hereof by a 30 day written notice given to the other party. On contracts concluded after the lapse of the notice period, Agent cannot claim commission.

10. Issues not regulated herein shall be governed by the provisions of the Civil Code, and Chapter (§ 19-31) of Title II of the Second Part of Decree 8 of 1978 on the application of the Civil Code on foreign trade relationships.