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PRINCIPLES OF CONTRACT DRAFTING IN ENGLISH Chris Goddard PRINCIPLES OF CONTRACT DRAFTING IN ENGLISH Chris Goddard

SHORT RÉSUMÉ: Christopher Goddard SHORT RÉSUMÉ: Christopher Goddard

Contact information: Christopher Goddard § Office email: Christopher. Goddard@rgsl. edu. lv Contact information: Christopher Goddard § Office email: Christopher. [email protected] edu. lv

Background experience: law, languages, training § 1965 - 1983 English lawyer. § International training Background experience: law, languages, training § 1965 - 1983 English lawyer. § International training projects in Central and Eastern Europe. § Consultant at International Criminal Court § EU legal writing/ legal linguistics expert

+ from 1999 to date Riga Graduate School of Law responsible : legal writing, + from 1999 to date Riga Graduate School of Law responsible : legal writing, reasoning, study skills Courses and programmes include: § Master’s in International and EU Law § Continuing Professional Development for lawyers, judges, translators and interpreters, civil servants § Legal linguistics programme for lawyers and translators from autumn 2007

Other Activities in law and linguistics § Own UK-based company Other Activities in law and linguistics § Own UK-based company

Activities ·Editing and proof-reading legal English texts prepared by native and non-native speakers of Activities ·Editing and proof-reading legal English texts prepared by native and non-native speakers of English.

Activities § Revising legal English texts translated into English from French, German, and Russian Activities § Revising legal English texts translated into English from French, German, and Russian by native and non-native speakers of English. § Translating legal texts into English from French, Russian and German.

Clients and customers include § § § § § international law firms universities NGOs Clients and customers include § § § § § international law firms universities NGOs banks authors of books and articles governments International Criminal Court EU British Council

Relevant Education and Training § Doctoral studies (legal linguistics) at University of Lapland (Professor Relevant Education and Training § Doctoral studies (legal linguistics) at University of Lapland (Professor Heikki Mattila). § Law Society of England Wales: Solicitors’ Qualifying Exams (= bachelor’s degree) 1971. § (UK) Master's Degree in Education (M. Ed. ) (Sheffield University) (2002) § (UK) Institute of Linguists' Post-Graduate Diploma in Translation(1986)

Horror-show. . . Horror-show. . .

“ 7. ARBITRATION § 7. 1. All disputes and differences, which may arise during “ 7. ARBITRATION § 7. 1. All disputes and differences, which may arise during the execution of present AGREEMENT, are to be considered by agreement with both parties. § 7. 2. Should the dispute of parties not be solved by an agreement, it shall be decided by a competent law-court. Its competence shall be determined by Latvian law when the prosecuted party is the customer and by Slovak law when this party is the provider. ”

Parties: regional airline and global oil company § object of contract: supply of fuel. Parties: regional airline and global oil company § object of contract: supply of fuel. § text prepared by non-native speaker (NNS) of English § unsatisfactory linguistically § unsatisfactory as legal text.

Who was guilty? § lawyer? § translator? Who was guilty? § lawyer? § translator?

English § international language of legal communication English § international language of legal communication

Law: an area where. . . § English assumes a § high profile as Law: an area where. . . § English assumes a § high profile as a § global common language in § inter-cultural contexts.

Supranational bodies e. g. , UN, NATO, EU, WTO) § increase in legal documentation Supranational bodies e. g. , UN, NATO, EU, WTO) § increase in legal documentation using English as a common language § e. g. , legislation, regulations, agreements

Legal English § medium for international commerce § in-house company language § mergers and Legal English § medium for international commerce § in-house company language § mergers and acquisitions § international commercial contracts

Implies need for meaningful communication of information and ideas: § from a wide variety Implies need for meaningful communication of information and ideas: § from a wide variety of source cultures, languages, and legal systems. . . § through the medium of English by lawyers and others. . .

for target audiences : §. . . whose mother tongue may not be English. for target audiences : §. . . whose mother tongue may not be English. . . and § whose legal systems and cultures may not easily correspond with those of the source or the medium

English: § a tool for mutual understanding (Crystal 1997) § a medium and subject English: § a tool for mutual understanding (Crystal 1997) § a medium and subject of global misunderstanding (Spichtinger 2000)

The new international lawyer operates § beyond national contexts § with different legal regimes The new international lawyer operates § beyond national contexts § with different legal regimes § with different cultures § with foreign individuals/institutions

The new international lawyer. . . § brings a legal perspective that transcends the The new international lawyer. . . § brings a legal perspective that transcends the national and cultural perspective § offers interdisciplinary background (e. g. , economics, business, political science)

The new international lawyer § not the traditional model § (e. g. treaties, borders, The new international lawyer § not the traditional model § (e. g. treaties, borders, fishing rights at sea)

DIFFERENT LEGAL SYSTEMS § Common law and Civil Law § Importance of concept behind DIFFERENT LEGAL SYSTEMS § Common law and Civil Law § Importance of concept behind terminology § Some concepts unknown in unrelated legal systems e. g. , partnership § Some concepts have different labels in different legal systems e. g. estoppel/legitimate expectations

DIFFERENT LEGAL SYSTEMS § Some expressions look the same but are different (‘ false DIFFERENT LEGAL SYSTEMS § Some expressions look the same but are different (‘ false friends’) e. g. equitable § Some words have more than one technical legal meaning e. g. execution § Some concepts broader or narrower in different legal systems e. g. force majeure v impracticability

DIFFERENT LEGAL SYSTEMS § Problem of equivalence § Some concepts accepted in some legal DIFFERENT LEGAL SYSTEMS § Problem of equivalence § Some concepts accepted in some legal systems but not others e. g. IP rights § Some remedies available in some legal systems but not others § e. g. contractual security rights in movable property (e. g. retention of title)

International Contracts in English § Largely on basis of common law models § But International Contracts in English § Largely on basis of common law models § But should be: § Written in English and § Conceptualised + structured in line with governing law § i. e. Taking up the linguistic challenge (expressing legal concepts in a foreign language)

Poor coordination between common law model and civil governing law § Fluent text not Poor coordination between common law model and civil governing law § Fluent text not in line with governing law § e. g. Representations and warranties clauses may not correspond to governing law

Poor coordination between common law model and civil governing law § Drafting + translating Poor coordination between common law model and civil governing law § Drafting + translating legal text for international use requires: § knowledge of or access to: § relevant legal systems and § their respective languages.

General Writing Principles Applicable to Contract Drafting General Writing Principles Applicable to Contract Drafting

CONTRACT DRAFTING PROCESS § What parts the contract must include § What situations the CONTRACT DRAFTING PROCESS § What parts the contract must include § What situations the contract must cover. § Know what the parties in fact want

CONTRACT DRAFTING PROCESS § Use clear, simple, businesslike language § Make each clause do CONTRACT DRAFTING PROCESS § Use clear, simple, businesslike language § Make each clause do one thing, not more.

CONTRACT DRAFTING PROCESS § Check for ambiguities: § one term for one item § CONTRACT DRAFTING PROCESS § Check for ambiguities: § one term for one item § definition section for key terms § do not use one term for several different items

READABILITY: § Are subjects and verbs close together? § Are unnecessary modifiers eliminated? § READABILITY: § Are subjects and verbs close together? § Are unnecessary modifiers eliminated? § Are sentences not overly long?

READABILITY: § Are lists clearly structured? § Are unnecessary prepositional phrases eliminated? § Is READABILITY: § Are lists clearly structured? § Are unnecessary prepositional phrases eliminated? § Is the text generally concise?

OTHER POINTS § No archaic terms (e. g. , hereinafter, hereby) § No legal OTHER POINTS § No archaic terms (e. g. , hereinafter, hereby) § No legal pairs (e. g. good and sufficient) § No Latin or foreign expressions (e. g. , bona fide)

OTHER POINTS § Plain English, not legalese. § Precision: revising old text § e. OTHER POINTS § Plain English, not legalese. § Precision: revising old text § e. g. : “Bids must be submitted by May 6”. § When revising old text, be careful of accidental changes.

OTHER POINTS § Use the right verb § English has many ways to describe OTHER POINTS § Use the right verb § English has many ways to describe § obligation, rights, prohibition and permission, § freedom to choose and limits on that freedom. § Don’t use “shall” (Alternative: use present simple tense) or “agrees to”.

OTHER POINTS § § Prefer the singular State requirements positively Repeat key terms Active OTHER POINTS § § Prefer the singular State requirements positively Repeat key terms Active voice

OTHER POINTS § Sentences § Keep sentences short: average 15 words. § Note: exception OTHER POINTS § Sentences § Keep sentences short: average 15 words. § Note: exception when using bullet points and lists. § Keep subjects and verbs together § Keep compound verbs together

OTHER POINTS § Put verbs early: let readers know what the sentence is going OTHER POINTS § Put verbs early: let readers know what the sentence is going to do. § Put main clauses early: first generalise, then qualify. § Rearrange long sentences: use punctuation surgically.

Economy § Make verbs do more work: they are most important. § Use more Economy § Make verbs do more work: they are most important. § Use more Verbs: be active, give life to sentences. § Avoid the …ion of and the …ment of: gives shorter, livelier sentences.

Economy § Make verbs strong: strong verbs do more work than weak ones. § Economy § Make verbs strong: strong verbs do more work than weak ones. § Prefer the present tense: using future (shall) when drafting confuses readers concerned with today (is). § Reduce length of clauses and phrases: minor ideas need minimum words.

Final language point § Note: Special rule in special case: e. g. , if…. Final language point § Note: Special rule in special case: e. g. , if…. , then…

Using Defined Terms Using Defined Terms

Introduction: When to use defined terms? § Referring to same concept twice or more Introduction: When to use defined terms? § Referring to same concept twice or more in a document § When the concept needs more than a few words to explain

How do defined terms work? § “External” defined terms: unique to external circumstances transaction How do defined terms work? § “External” defined terms: unique to external circumstances transaction (e. g. , names of parties, location of real property, etc. ). § “Internal” definitions: refer to concepts internal to document.

How can defined terms simplify transactional documents? § Ensure that complex expressions appear only How can defined terms simplify transactional documents? § Ensure that complex expressions appear only once in a document. § This preserves simplicity, certainty, and consistency.

Overview of Contract Standard Provisions Overview of Contract Standard Provisions

Introduction § Contract components vary § Depends on nature and complexity of transaction. Introduction § Contract components vary § Depends on nature and complexity of transaction.

Usual terms include: § Title § Reflects focus of transaction. Usual terms include: § Title § Reflects focus of transaction.

Usual terms include: § Preamble/Recitals § § § Identifies purpose of document Describes the Usual terms include: § Preamble/Recitals § § § Identifies purpose of document Describes the transaction. Identifies parties, date, and nature of transaction. Intent of parties Any assumed facts underlying the transaction. Often appear as the “whereas” section.

CONSIDERATION § UK and US agreements require consideration. § “Exchange of money or money’s CONSIDERATION § UK and US agreements require consideration. § “Exchange of money or money’s worth” § e. g. , exchange of dollars for goods, or exchange of mutual promises.

COVENANTS § Promises that the parties make § E. g. , promises to deliver COVENANTS § Promises that the parties make § E. g. , promises to deliver goods or not to compete.

REPRESENTATIONS AND WARRANTIES § § Identify assumed facts underlying the agreement. Represent the heart REPRESENTATIONS AND WARRANTIES § § Identify assumed facts underlying the agreement. Represent the heart of the deal Tend to be heavily negotiated. e. g. , representation and warranty that goods are sold in working order.

INDEMNIFICATION § Allocation of liability if the s**t hits the fan. § e. g. INDEMNIFICATION § Allocation of liability if the s**t hits the fan. § e. g. , who is liable for what, and to what extent.

Overview of Contract Standard Provisions Overview of Contract Standard Provisions

BREACH AND CURE § What will constitute a breach of the agreement? § What BREACH AND CURE § What will constitute a breach of the agreement? § What opportunity will the parties have to “cure” the breach?

TERMINATION § When the parties can terminate the agreement § Procedures for termination. TERMINATION § When the parties can terminate the agreement § Procedures for termination.

REMEDIES § Consequences in the event of termination. § What the parties are entitled REMEDIES § Consequences in the event of termination. § What the parties are entitled to in the event of breach or termination. § e. g. , a dollar amount, a formula, or a mechanism (such as arbitration).

ADDITIONAL IMPORTANT CONTRACT PROVISIONS § Assignment § Choice of Law § Amendment and Waiver ADDITIONAL IMPORTANT CONTRACT PROVISIONS § Assignment § Choice of Law § Amendment and Waiver § Arbitration

ADDITIONAL IMPORTANT CONTRACT PROVISIONS § Integration and Severability § Notice § Authority to Sign ADDITIONAL IMPORTANT CONTRACT PROVISIONS § Integration and Severability § Notice § Authority to Sign § Currency clause

Planning Ahead for Problems; Interpreting Contracts Planning Ahead for Problems; Interpreting Contracts

Termination Provisions Termination Provisions

Introduction § Special attention: “exit provisions”. § Valuable contractual protection. Introduction § Special attention: “exit provisions”. § Valuable contractual protection.

TERMINATION for CAUSE § Refers to material breach not cured within a specified period. TERMINATION for CAUSE § Refers to material breach not cured within a specified period.

OPPORTUNITY to CURE § Right to terminate contract if breach not cured in specified OPPORTUNITY to CURE § Right to terminate contract if breach not cured in specified time.

EVENTS TRIGGERING TERMINATION e. g. : § § § Insolvency, bankruptcy or liquidation Merger EVENTS TRIGGERING TERMINATION e. g. : § § § Insolvency, bankruptcy or liquidation Merger of the other party Change of control of the other party Changes in governmental regulations Failure to meet certain specified performance levels

Impracticality of Performance and Frustration of Purpose Impracticality of Performance and Frustration of Purpose

UNDERSTANDING LIMITATIONS of IMPRACTICABILITY § Risk allocation may decide here. § e. g. Negatively UNDERSTANDING LIMITATIONS of IMPRACTICABILITY § Risk allocation may decide here. § e. g. Negatively affected party assumed risk of event § Then - no excuse for non-performance. § So, careful drafting required as to risk allocation in contract.

Risk Allocation in Contracts Risk Allocation in Contracts

Introduction § Risk allocation: focus of many disputes. § Analysis of risk allocation quite Introduction § Risk allocation: focus of many disputes. § Analysis of risk allocation quite simple: § If someone assumed risk, then no excuse for not performing.

Introduction § Contract should clarify. - express and specific term assigning risk - general Introduction § Contract should clarify. - express and specific term assigning risk - general provision allocating risk of disruptions or calamities. - these general provisions are called force majeure clauses.

FORCE MAJEURE CLAUSES § Force majeure: a term describing a “superior force” event. § FORCE MAJEURE CLAUSES § Force majeure: a term describing a “superior force” event. § Two purposes: - to allocate risk - to inform parties of events suspending or excusing performance.

FORCE MAJEURE CLAUSES § Essential requirement: - event unforeseen - event not within the FORCE MAJEURE CLAUSES § Essential requirement: - event unforeseen - event not within the control of either party.

FORCE MAJEURE CLAUSES § Examples: - “acts of God” - superseding governmental authority - FORCE MAJEURE CLAUSES § Examples: - “acts of God” - superseding governmental authority - civil strife § labor disputes.

FORCE MAJEURE CLAUSES § BUT no uniform set of events constituting force majeure. § FORCE MAJEURE CLAUSES § BUT no uniform set of events constituting force majeure. § Force majeure: - a flexible concept - allows parties to formulate an agreement for their needs - allows new concepts e. g. terrorism.

NEGOTIATING FORCE MAJEURE CLAUSES § Important: check events + risk allocation § Avoids clause NEGOTIATING FORCE MAJEURE CLAUSES § Important: check events + risk allocation § Avoids clause being one-sided or unenforceable.

DRAFTING a FORCE MAJEURE CLAUSE § Either: - rely on general clauses or - DRAFTING a FORCE MAJEURE CLAUSE § Either: - rely on general clauses or - list which events constitute force majeure (better) § language may be industry-specific.

INVOKING a FORCE MAJEURE CLAUSE § May invoke if: - listed event occurs - INVOKING a FORCE MAJEURE CLAUSE § May invoke if: - listed event occurs - out of the party’s control and - prevents performance of contractual obligation. § Burden of proof is on party who wants to invoke FM clause. § FM event may suspend or excuse performance.

SAMPLE FORCE MAJEURE CLAUSE § Neither party shall be liable in damages or have SAMPLE FORCE MAJEURE CLAUSE § Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections ad/or any other cause beyond the reasonable control of the party whose performance is affected.

Clauses that Address the Possibility of Future Litigation Clauses that Address the Possibility of Future Litigation

INTRODUCTION § Well-drafted contracts do not always avoid litigation (or arbitration). § Litigation takes INTRODUCTION § Well-drafted contracts do not always avoid litigation (or arbitration). § Litigation takes time and costs money. § Always include clauses on possible litigation (and arbitration).

FORUM SELECTION § Specify place for filing lawsuits. § Specific jurisdiction and venue. § FORUM SELECTION § Specify place for filing lawsuits. § Specific jurisdiction and venue. § Consider: § cost § some jurisdictions more user-friendly

CHOICE of LAW § i. e. , Which laws govern the contract: Legal jurisdiction CHOICE of LAW § i. e. , Which laws govern the contract: Legal jurisdiction § Must be rational reason for law chosen. § Careful research and negotiation needed… § …Because laws of different jurisdictions may affect parties differently

CHOICE of LAW § Choice of law clause may not be 100% guarantee – CHOICE of LAW § Choice of law clause may not be 100% guarantee – depends on individual countries’ implementation. § National or international? § i. e. Third party claims may mean some other law imposed. § Only defines laws governing relationship between contracting parties.

ALTERNATIVE DISPUTE RESOLUTION (ADR) § ADR procedures: - often cost-effective - enable quicker disposal ALTERNATIVE DISPUTE RESOLUTION (ADR) § ADR procedures: - often cost-effective - enable quicker disposal of claims. § ADR clauses useful in international agreements.

ALTERNATIVE DISPUTE RESOLUTION (ADR) § Also, parties may agree specific matters, e. g. : ALTERNATIVE DISPUTE RESOLUTION (ADR) § Also, parties may agree specific matters, e. g. : - whether arbitration binding or non-binding; how the arbitration provision is to be triggered; where arbitration would take place; which rules will govern the arbitration proceedings; selection of arbitrators.

Other Important Clauses; Assembling Contracts Other Important Clauses; Assembling Contracts

Understanding General Clauses Understanding General Clauses

Introduction § General section: business matters relating to agreement § Usually at the end. Introduction § General section: business matters relating to agreement § Usually at the end.

INTEGRATION (ENTIRE AGREEMENT CLAUSE) § “The agreement constitutes the entire agreement between the parties. INTEGRATION (ENTIRE AGREEMENT CLAUSE) § “The agreement constitutes the entire agreement between the parties. ” § Clarifies: no conditions other than in the agreement. § Purpose: to prevent related dealings being used to vary or interpret.

WAIVER § Parties may want to waive violation once. § Waiver clause clarifies that: WAIVER § Parties may want to waive violation once. § Waiver clause clarifies that: - once means once only; § delay or omission in exercising right does not mean waiver.

TIME is of the ESSENCE § For certain events, time is (can be made) TIME is of the ESSENCE § For certain events, time is (can be made) of the essence. § This means: failure to follow deadlines = termination.

AMENDMENTS § Normally, any changes must be: - agreed - in writing - signed AMENDMENTS § Normally, any changes must be: - agreed - in writing - signed by parties.

SURVIVAL CLAUSE § Provides for survival of obligation after termination of contract. § e. SURVIVAL CLAUSE § Provides for survival of obligation after termination of contract. § e. g. , confidentiality.

SEVERABILITY CLAUSE § Covers situation where - litigation, and - court rules part of SEVERABILITY CLAUSE § Covers situation where - litigation, and - court rules part of agreement invalid, illegal or unenforceable - “diseased” part is severed (“amputated”) from agreement - remainder of agreement continues.

REMEDIES CLAUSE § Agreements may list remedies available for breach. § However, general remedies REMEDIES CLAUSE § Agreements may list remedies available for breach. § However, general remedies available under the law. § Clause: “Remedies in contract are extra – not a substitute”.

FURTHER ASSURANCES CLAUSE § Covers further actions or formalities after closing or execution. § FURTHER ASSURANCES CLAUSE § Covers further actions or formalities after closing or execution. § e. g. , signing documents, administration.

CURRENCY CLAUSE § § § International agreements Specifies currency of payment Can also apply CURRENCY CLAUSE § § § International agreements Specifies currency of payment Can also apply to damages (compensation) Conversion date (vital to avoid big fluctuations). e. g. RGSL

Contract Interpretation Issues Contract Interpretation Issues

Problems arise where parties: § fail to express their agreement adequately, § leave a Problems arise where parties: § fail to express their agreement adequately, § leave a material aspect of agreement vague or ambiguous, or § fail to resolve a material aspect, § fail to provide for a material aspect at all.

Problems arise. . . § Such problems arise when not enough attention to detail Problems arise. . . § Such problems arise when not enough attention to detail in: - negotiating the contract - drafting the contract § Poor drafting = contract fails to reflect expectations.

Indefiniteness results from: § § vagueness, ambiguity, omission or irresolution. Indefiniteness results from: § § vagueness, ambiguity, omission or irresolution.

Vagueness: § term stated obscurely or in general language § result: meaning unclear. Vagueness: § term stated obscurely or in general language § result: meaning unclear.

Ambiguity = term capable of more than one meaning Ambiguity = term capable of more than one meaning

Ambiguity caused by: § a word itself or § in sentence structure of a Ambiguity caused by: § a word itself or § in sentence structure of a sentence

Resolving vagueness and ambiguity § Sometimes, contextual evidence may help, e. g. : - Resolving vagueness and ambiguity § Sometimes, contextual evidence may help, e. g. : - other parts of contract parties’ course of dealing, trade custom or usage standard terms recognized by law. § Failure to clearly record intentions may = unenforceable relationship.

OMITTED TERMS § Term omitted = term simply not there. § Therefore gap in OMITTED TERMS § Term omitted = term simply not there. § Therefore gap in agreement

UNRESOLVED TERMS § Occurs when issue raised in agreement but not settled in it. UNRESOLVED TERMS § Occurs when issue raised in agreement but not settled in it. § e. g. , “Delivery mode to be agreed” § Result: indefiniteness § “Agreement to agree” not definite enough for firm + final contract

TERMS LEFT for FUTURE DETERMINATION § Alternatives: - formula or external source or standard TERMS LEFT for FUTURE DETERMINATION § Alternatives: - formula or external source or standard for objective criteria. - leave the determination of term to discretion of one party (risky) - omit the term from the contract (may mean contract unenforceable) - “agreeing to agree” but no contract exists until all material terms settled.

Basic Language Guide to Drafting Legal Documents in English Basic Language Guide to Drafting Legal Documents in English

Avoid Archaic terms § § hereinafter hereby aforesaid deem Avoid Archaic terms § § hereinafter hereby aforesaid deem

Avoid Legal pairs and phrases § § § basic and fundamental full and complete Avoid Legal pairs and phrases § § § basic and fundamental full and complete true and accurate each and every true facts

Avoid Latin or foreign expressions § § bona fide ipso facto pacta sunt servanda Avoid Latin or foreign expressions § § bona fide ipso facto pacta sunt servanda in rem

Use Plain English, not legalese § § § perform render commence terminate ascertain deem Use Plain English, not legalese § § § perform render commence terminate ascertain deem do make/give back begin/start end/stop learn/find out think/consider

Use Plain English, not legalese § § § on the grounds that for the Use Plain English, not legalese § § § on the grounds that for the reason that due to the fact that based on the fact that in view of the fact that owing to the fact that because because

Use Plain English, not legalese § § § during the course of in the Use Plain English, not legalese § § § during the course of in the event that if for the purpose of to the question as to whether take into consideration § a number of during whether consider some/many

Prefer active to passive verbs § Passives: examples § When the employee is returned Prefer active to passive verbs § Passives: examples § When the employee is returned to duty, leave balances are reconstructed any leave forfeited is restored. § becomes:

Prefer active to passive verbs § When the company returns the employee to duty Prefer active to passive verbs § When the company returns the employee to duty it reconstructs leave balances and restores any forfeited leave. § and…

Prefer active to passive verbs § Written comments should be sent to Mindaugas Ensefalaitis. Prefer active to passive verbs § Written comments should be sent to Mindaugas Ensefalaitis. They must be received on or before May 1. § becomes:

Prefer active to passive verbs § Please send written comments to Mindaugas Ensefalaitis, to Prefer active to passive verbs § Please send written comments to Mindaugas Ensefalaitis, to reach him NLT May 1.

Sentences: keep them short § One 50 -word sentence… § It has been determined Sentences: keep them short § One 50 -word sentence… § It has been determined that this is not a major amendment under EU Directive 12291 because this amendment will not result in an annual effect on the economy of є 100 million or more or a significant increase in costs for consumers; industry; or Community, Member State, or local government agencies.

could read as three short sentences: § This is not a major amendment under could read as three short sentences: § This is not a major amendment under EU Directive 12291. It will not result in an annual effect on the economy of є 100 million or more. Nor will it significantly increase costs for consumers; industry; or Community, Member State, or local government agencies.

Sentences: keep subjects and verbs together: § The following: § The courts generally, when Sentences: keep subjects and verbs together: § The following: § The courts generally, when a taxpayer hands over all books and records and otherwise makes a full and complete disclosure of all of the facts to a third party to whom the task has been given of preparing the taxpayer’s annual tax return, will not find fraudulent intent.

looks better as… § The courts generally will not find fraudulent intent when a looks better as… § The courts generally will not find fraudulent intent when a taxpayer hands over all books and records and otherwise makes a full and complete disclosure of all of the facts to a third party to whom the task has been given of preparing the taxpayer’s annual tax return. § Note: the above sentence also has other problems.

Sentences: keep compound verbs together. § The Director may, in accordance with the procedures Sentences: keep compound verbs together. § The Director may, in accordance with the procedures set forth in part 104 of this chapter, take action against counsel for improper conduct in the course of an investigation.

This might read: § The Director may take action against counsel for improper conduct This might read: § The Director may take action against counsel for improper conduct in the course of an investigation. Procedures are in part 104 of this chapter. § Note: the new version also deals with other problems in the first sentence.

Sentences: put verbs early § Verb late: § Photographs and other kinds of job Sentences: put verbs early § Verb late: § Photographs and other kinds of job and professional information such as current duties, prior employment, types of degrees, and schools are optional kinds of information for the intranet.

§ Verb early § Optional kinds of information for the intranet are photographs and § Verb early § Optional kinds of information for the intranet are photographs and other kinds of job and professional information such as current duties, prior employment, types of degrees, and schools. § Note: the improved sentence could still be better…

Sentences; put main clauses early § Main clause late: § If it is found Sentences; put main clauses early § Main clause late: § If it is found that any Member State adjustment to the Commission rule is in any way ambiguous with respect to the stringency of applicability, the stringency of the level of control, the stringency of the compliance and enforcement measures, or the stringency of the compliance dates, for any affected source or emission point, we will disapprove the Member State rule.

Main clause early: § We will disapprove the Member State rule if it is Main clause early: § We will disapprove the Member State rule if it is found that any Member State adjustment to the Commission rule is in any way ambiguous with respect to the stringency of applicability, the stringency of the level of control, the stringency of the compliance and enforcement measures, or the stringency of the compliance dates, for any affected source or emission point. § Note: the improved sentence could still be much better…

Sentences: rearrange long ones § Long and lifeless… § No person may directly or Sentences: rearrange long ones § Long and lifeless… § No person may directly or indirectly offer for three years after the conversion to acquire or acquire the beneficial ownership of more than 10% of any stock in the converted savings association without the prior written approval of the Financial and Investment Controls Agency (FICA).

Surgically punctuated: § For three years after the conversion, a person must have the Surgically punctuated: § For three years after the conversion, a person must have the prior written approval of the Financial and Investment Controls Agency (FICA) for the following: a direct or indirect offer to acquire (or acquire the beneficial ownership of) more than 10% of any stock in the converted savings association. § § Note: the change to positive language helps. § Note also: the possibility to use a list.

Parallelism: grammatical § All parts of a list should use the same grammatical form. Parallelism: grammatical § All parts of a list should use the same grammatical form. § Below are four possibilities:

Parallelism: All actions § § In phase 1, do three tasks: Conduct paint tests. Parallelism: All actions § § In phase 1, do three tasks: Conduct paint tests. Analyze test equipment. Write software documentation.

Parallelism: All things § § Phase 1 has three tasks: Paint tests. Test-equipment analysis. Parallelism: All things § § Phase 1 has three tasks: Paint tests. Test-equipment analysis. Software documentation.

Parallelism: All gerunds § § Phase 1 has three tasks: Conducting paint tests. Analyzing Parallelism: All gerunds § § Phase 1 has three tasks: Conducting paint tests. Analyzing test equipment. Writing software documentation.

Parallelism: All infinitives § § Phase 1 has three tasks: To conduct paint tests. Parallelism: All infinitives § § Phase 1 has three tasks: To conduct paint tests. To analyze test equipment. To write software documentation.

Parallelism: to clarify comparisons § Comparison difficult § The total value of the cash Parallelism: to clarify comparisons § Comparison difficult § The total value of the cash is called “cash in” when deposited into the system. The term “cash out” refers to the total value of the cash removed from the system.

Parallelism: to clarify comparisons § Comparison easy § “Cash in” means the total value Parallelism: to clarify comparisons § Comparison easy § “Cash in” means the total value of the cash deposited into the system. § “Cash out” means the total value of the cash removed from the system.

Parallelism: Single if obscures differences § If the volume of traffic is heavy, vehicles Parallelism: Single if obscures differences § If the volume of traffic is heavy, vehicles may have to wait at the border for three days or more. Expect a wait of up to two days if the volume of cross-border traffic is light.

Parallelism: Two ifs clarify differences § If the volume of traffic is heavy, vehicles Parallelism: Two ifs clarify differences § If the volume of traffic is heavy, vehicles may have to wait at the border for three days or more. § If the volume is slow, the wait is likely to be less than two days. § Note: Special rule in special case: e. g. , if. . . , then…

Parallelism: Use vertical lists to test for parallelism § Running text hides the error: Parallelism: Use vertical lists to test for parallelism § Running text hides the error: § The identification code speeds up filing, retrieval, and eventually to dispose of the documents. § Lack of –ing ending stands out

Parallelism: Use vertical lists to test for parallelism § § The identification code speeds Parallelism: Use vertical lists to test for parallelism § § The identification code speeds up: filing, retrieval, and eventually to dispose of the documents § Note: a list usually contains no more than seven elements…

Parallelism: Long list loses parallelism § As the Equal Opportunities Counselor, you have these Parallelism: Long list loses parallelism § As the Equal Opportunities Counselor, you have these duties: § Make whatever inquiries… § Seek to resolve… § * * * § The aggrieved person’s identity must not be revealed.

Parallelism: Long list holds parallelism § As the Equal Opportunities Counselor, you have these Parallelism: Long list holds parallelism § As the Equal Opportunities Counselor, you have these duties: § Make whatever inquiries… § Seek to resolve… § * * * § Do not reveal the aggrieved person’s identity.

Economy Economy

Economy § Shorter is usually (but not always) better. § Ten pages may be Economy § Shorter is usually (but not always) better. § Ten pages may be too much; 100 pages may be not enough. § Length depends on content and audience.

Economy § Plain language saves words (but adds headings). § Plain language improves organization, Economy § Plain language saves words (but adds headings). § Plain language improves organization, wording and content. § Useful pointers include:

Economy: make verbs do more work § Verbs are action words. Verbs do things. Economy: make verbs do more work § Verbs are action words. Verbs do things. § Economy: use more Verbs

Nouns are static § § § At the start of the program… Due to Nouns are static § § § At the start of the program… Due to changes in formats… The test must include two things: A demonstration of… An analysis of…

Verbs add life § § § When the program starts… Because formats changed… The Verbs add life § § § When the program starts… Because formats changed… The test must include two things: Demonstrate… Analyze…

Economy: avoid the …ion of and the …ment of § The …ion of and Economy: avoid the …ion of and the …ment of § The …ion of and the …of § You are responsible for the development and implementation of the program.

Economy: avoid the …ion of and the …ment of § Verbs add life § Economy: avoid the …ion of and the …ment of § Verbs add life § You are responsible for developing and implementing the program. § Or, § Develop and implement the program.

Economy: avoid the …ion of and the …ment of § Trading must stop during Economy: avoid the …ion of and the …ment of § Trading must stop during the preparation by the Exchange for the replacement of the electronic price indicators.

Economy: avoid the …ion of and the …ment of § Trading must stop while Economy: avoid the …ion of and the …ment of § Trading must stop while the Exchange prepares to replace the electronic price indicators.

Economy: make verbs strong § Examples of weak verbs: is/are, give, have, make, take, Economy: make verbs strong § Examples of weak verbs: is/are, give, have, make, take, provide.

Economy: make verbs strong § Weak verb: be § Weak sentence: These regulations are Economy: make verbs strong § Weak verb: be § Weak sentence: These regulations are applicable to all employees. § Strong sentence § These regulations apply to all employees

Economy: make verbs strong § Weak verb: have § Weak sentence: The regulation will Economy: make verbs strong § Weak verb: have § Weak sentence: The regulation will have a significant effect on deposits. § Strong sentence § The regulation will significantly affect deposits.

Economy: make verbs strong § Weak verb: make § Weak sentence: Make use of Economy: make verbs strong § Weak verb: make § Weak sentence: Make use of the procedure. § Strong sentence Use the procedure.

Economy: make verbs strong § Weak verb: provide § Weak sentence: Provide motivation for Economy: make verbs strong § Weak verb: provide § Weak sentence: Provide motivation for industry to comply. § Strong sentence Motivate industry to comply

Economy: prefer the present tense § Write as if the text (e. g. , Economy: prefer the present tense § Write as if the text (e. g. , contract, statute, rule) is already in effect. § That way, you avoid the extra words that go with complex tenses.

Economy: prefer the present tense § Change § Complex verb tenses § § 1. Economy: prefer the present tense § Change § Complex verb tenses § § 1. 4 If Employee shall repeat conduct in respect of which Employer has already issued a warning, then the next phase of the disciplinary procedure will come into effect. § to

Economy: prefer the present tense § Simple present tense § § 1. 4 If Economy: prefer the present tense § Simple present tense § § 1. 4 If Employee repeats conduct covered by Employer’s previous warning, then the next phase of the disciplinary procedure comes into effect.

Economy: reduce length of clauses and phrases § Clause § The domestic legal systems Economy: reduce length of clauses and phrases § Clause § The domestic legal systems that are subordinate to EU law retain a degree of independence. § Phrase § The domestic legal systems subordinate to EU law retain a degree of independence. § Word § The EU’s domestic legal systems retain a degree of independence.

Economy: avoid “Officialegish” – use plain English: phrases § § § § Officialegish comply Economy: avoid “Officialegish” – use plain English: phrases § § § § Officialegish comply with for a period of in accordance with in the amount of in the event that is authorized to on a weekly basis § § § § Plain English meet for under for if may weekly

Economy: avoid “Officialegish” – use plain English: phrases § § § prior to provided Economy: avoid “Officialegish” – use plain English: phrases § § § prior to provided that pursuant to the provisions of the requirements of § § § before if under (avoid)

Economy: avoid “Officialegish” – use plain English: words § § § § Accorded approximately Economy: avoid “Officialegish” – use plain English: words § § § § Accorded approximately attempt consequence deem expend expiration inform § § § § Given about try result consider spend tell

Economy: avoid “Officialegish” – use plain English: words § § § § Notify obtain Economy: avoid “Officialegish” – use plain English: words § § § § Notify obtain provided regarding retain said such utilize § § § § Tell get but, if, unless about keep the, that, those use

Economy: remove it is and there is § § Why? Because they make sentences Economy: remove it is and there is § § Why? Because they make sentences start slowly. Slow start It is the legal obligation of the agency to assess a late fee.

Economy: remove it is and there is § § Quick start The agency is Economy: remove it is and there is § § Quick start The agency is legally obligated to assess a late fee. Slow start There are several proposals that would improve current procedures.

Economy: remove it is and there is § Quick start § Several proposals would Economy: remove it is and there is § Quick start § Several proposals would improve current procedures.

Economy: use neither too many nor too few prepositions § Too many prepositions § Economy: use neither too many nor too few prepositions § Too many prepositions § One of the requirements is… § About right § One requirement is…

Economy: use neither too many nor too few prepositions § Too many prepositions § Economy: use neither too many nor too few prepositions § Too many prepositions § The last paragraph in the first section of the order permits quarterly payment of royalties. § About right § The last paragraph in the order’s first section allows quarterly royalty payments.

Economy: use neither too many nor too few prepositions § § Too few prepositions Economy: use neither too many nor too few prepositions § § Too few prepositions oil transportation rate variances About right variances in rates for transporting oil

Economy: use neither too many nor too few prepositions § § Too few prepositions Economy: use neither too many nor too few prepositions § § Too few prepositions first year additional error correction costs About right costs of correcting additional errors in the first year

Economy: use neither too many nor too few prepositions § § § Too few Economy: use neither too many nor too few prepositions § § § Too few prepositions new interest calculation methods About right methods to calculate new interest? new methods to calculate interest?