F3A.The Language of Contract Law

F3A.
THE LANGUAGE OF CONTRACT LAW

A CONTRACT CASE
Exercise 1
Diana Williams is a lawyer. Today she has a new client. Diana's notes from the meeting with her
new client are below. Look at the headings in the blue box below. Read Diana's notes and give
each paragraph the correct heading.
⚫ General information ⚫ What I need to do ⚫ Client details
⚫ Facts of the case
New client notes

a…………………………………..
Name: Charlotte Hewittson
Address: Chatsworth School of English, Braebum House, Chatsworth, CH3 2SJ
Telephone: 0771 883567
Appointment: 10 July, 2pm
b………………………………….
Charlotte Hewittson has a language school in Chatsworth. Her school teaches English to foreign
students. On the last Thursday of every month Charlotte takes her students for a day in London.
They visit attractions like Madam Tussaud's and Buckingham Palace and they eat lunch in Hyde
Park. Charlotte uses a local bus company to take her students to London. The name of the bus
co mpany is Chatsworth Citi Travel. Charlotte first used this bus companys years ago. She trusts
them and has a good working relationship with them. However, Charlotte never signs a contract
with them. She always books the bus by phone.
c…………………………………...
On 2 June Charlotte telephoned the bus company to book the bus as usual for the last Thursday
of the month. Unfortunately it was lunchtime and no one was in the office. Charlotte left a
message on the answering machine to make her usual booking. The bus company secretary
called Charlotte back, but Charlotte was teaching her class. The secretary left a message for
Charlotte. The message was, 'We are very sorry Charlotte, but we can't give you a bus on the last
Thursday of this month. We will send one on Friday instead. Call us back immediately if this is
not OK. If you don't call us our driver will be there on Friday".
Charlotte needed a bus for Thursday, not Friday. So, she used another bus company. She forgot
to call Chatsworth CitiTravel to say that Friday was no good. The bus arrived on Friday morning.
Now Chatsworth CitiTravel wants the cost of hiring the bus. This is £360.
d…………………………………...
I need to advise Charlotte about paying CitiTravel the £360 that they are demanding from her.
My advice depends on Charlotte's situation with CitiTravel. If she has a contract with them she is
obliged to pay. If there is no contract with them then there is no obligation to pay.
Exercise 2
Read the information in Exercise 1 again and decide if the following statements are true or false.
a Charlotte takes her students to London every Thursday. True False
b Charlotte's students are not English. True False
c Charlotte signed a contract with the bus company six years ago. True False
d Charlotte agreed to use a CitiTravel bus on Friday instead of True False
Thursday.
e The cost of hiring the CitiTravel bus is £360. True False
Before you look at the next exercise decide if Charlotte has made a contract with Chatsworth
CitiTravel.
Yes No Maybe
Exercise 3
Diana Williams's opinion about Charlotte's legal problem is in the box in Exercise 4. You will
need the following words complete the text. Match each word with the definition provided.
(*) Offer means... ..a person who makes an offer. (1)
a Acceptance means.... ...a decision of a judge in an earlier case that other judges
must follow if the circumstances of the situation are the
same or similar, (2)
b Offeror means... ...that you must do something. It is necessary to do it. (3)
c Precedent means... ...a proposal, the terms of which are certain.
d Case means... ...a legal agreement made between two or more parties. (4)
e Contract means... ...an unconditional agreement to what is proposed by the
other party. (5)
f Obliged means... ...a set of arguments in a situation that might become legal
or is already legal in nature. (6)
Help desk
What these words mean?
unconditional - absolute, without any parties - the people who have entered into a
doubts or suggestions of change. contract or the people involved in a dispute.
no good - an informal way of saying not
suitable or not acceptable.
Exercise 4
Here is what Diana thinks about Charlotte's legal problem. Complete the text using the
highlighted words from Exercise 3.
Diana's opinion
Does Charlotte have a (a)……………….with Chatsworth CitiTravel?
In some legal systems around the world the answer is 'Yes' and in some it is 'No'. Many lawyers
will say it is difficult to reach a definite conclusion.
According to English law, Charlotte probably does not have a contract with the bus company.
Because she has no contract with the bus company she is not (b)………….to pay the £360.
What are my grounds for concluding that Charlotte has probably not made a contract with
CitiTravel?
Because there is a (c)…………….in English law that says (d)…………..of an (e)…………
cannot be made by silence. Acceptance must be actively communicated to the (f)…………. In
this (g)………………Charlotte did not accept the bus company's offer. Therefore there is no
contract.
MORE ABOUT PRECEDENT

We can say that Charlotte does not have a contract because there is a precedent case in English
law that says that acceptance of an offer cannot be made by silence. To make a contract Charlotte
needed to call Citi Travel and accept their offer.
Exercise 1
You are now going to read more about precedent. The most important words are in the key
vocabulary. Read the text below. Decide if the statements on the next page are true or false.
Key vocabulary
⚫ precedent ⚫ common law ⚫ courts of first instance ⚫ ratio decidendi
⚫ recorded ⚫ obiter dictum ⚫ binding ⚫ distinguishable
Precedent comes from what is called the become the law for everyone to follow.
common law. The common law is one of When does a particular decision, or
the main sources of law in England and the pronouncement, by a judge become binding
USA. The common law developed after the upon later judges? There are two important
year 1066, when the whole of England deciding factors:
developed the same body of laws instead of 1. Judges in courts at the lowest level of
each area having its own local laws - that is decision- making, often called courts of
why it is called 'common'. The common law first instance, do not normally create
covers both criminal and civil court binding precedents. It is the higher courts
decisions. that issue binding rulings and the lower
As judges' decisions were written down, courts must follow them.
often described as 'recorded', in law reports 2. The pronouncement must form what is
that were common to the whole country, the called the ratio decidendi of the case. This
idea of precedent developed. This means is Latin for 'the reasoning behind the
that when a judge decides the result of a decision'. This is the part of the judge's
particular case he or she must pay attention words that provides the legal reasoning for
to the principles of law that come from an his or her decision. Everything else the
earlier case dealing with the same or similar judge says is called obiter dictum. Obiter
points. In this way, a statement of law can dictum is something that is not really
become binding upon later judges and can
necessary for the legal basis for the decision. the precedent does not apply in this
Only the ratio decidendi is binding. particular situation.
A later judge dealing with a similar case Many countries use a codified system.
must decide which precedents are binding. However, many people believe that the
He or she may decide that a precedent common law is more practical than a
suggested by a lawyer is either: codified system because it was developed
from real life situations that were presented
⚫ relevant to the case before him or her, or
to the courts.
⚫ distinguishable from the present case,
which means that the case is so different that
a Common law and civil law mean exactly the same thing. True False
b Recorded can mean written as well as recorded on disk. True False
c All judges can make new precedents. True False
d Everything a judge says forms part of the precedent. True False
e Sometimes a judge will say that a precedent suggested by a lawyer True False
is not relevant.
Help desk
What do these words mean?
a source of law - a place where law comes a principle of law an accepted idea that
from, for example, a civil code. forms part of the law.
a body of laws-a collection of laws. All of a factor- something that is important to
them together. consider when making a decision.
a pronouncement- an old-fashioned word relevant - of significance or importance to a
meaning a judge's words at the end of a case particular situation.
giving his or her decision.
Exercise 2
Choose one of the words or phrases from the key vocabulary in Exercise 1 to complete these
sentences.
a In England and the USA much of the law is based on the decisions made by judges. This
source of law is called the…………………law.
b A judge's decision that forms the law for future cases is known as a……………..
c The important part of a judge's pronouncement when he or she gives a decision in a precedent
case is not the obiter dictum but the…………………..
d Once a precedent is established it forms part of the law and is………….. upon lower courts.
e The lower courts in the English system are called courts of first…………………..
Exercise 3
Diana Williams is sending a short letter to Charlotte Hewittson about her case. The letter is in
the wrong order. Put the parts of the letter into the correct order. There is an example at the
beginning, which is the start of the letter.
Williams & Co
1 Dublin Square Chatsworth
CH1 1DX
Mrs C Hewittson 11 July 20XX
Chatsworth School of English
Braeburn House
Chatsworth
CH3 2SJ
(a) As I explained to you, the relevant precedent says that acceptance of an offer cannot be made
by: silence and you have told me that you did not call them. I will write to CitiTravel today on
your behalf and make our opinion on this matter clear to them.
(b) I enclose my account for your attention and hope that this matter is now at an end. If you
have any further questions please do not hesitate to contact me.
(c) Diana Williams
(d) Your dispute with Chatsworth CitiTravel
(e) I am pleased to confirm to you the advice that I gave you when you visited my office. In my
opinion, you did not form a contract with CitiTravel as you did not accept their offer to provide
you with a bus on Friday 28 June.
(f) Thank you very much for coming to see me yesterday in connection with the above matter.
(g) Dear Ms Hewittson
(h) My advice is then to do nothing more about this matter and wait to see if CitiTravel respond
to our letter.
(i) Yours sincerely
D Wilan
(1) g (2) (3) (4) (5) (6) (7) (8) (9)
Help desk
account - when the word is used in this way it means a bill or an invoice that someone must pay.
THE ELEMENTS OF A CONTRACT
It is a general principle of English and American contract law that all of the necessary elements
must be present to make a contract. An element is a fundamental part of something. This is true
of all contracts, both written and unwritten.
Exercise 1
Read the story below and decide if you think the two people concerned, Charles and Maria, have
a contract. In the space provided, write why you think this situation is contractual/non-
contractual. Think about the elements of a contract in your country.
Maria is Charles's girlfriend. The relationship started eight months ago. Charles asks Maria if she
would like to go to Italy with him for a skiing holiday. Maria agrees. Charles pays for the holiday
on his credit card. The cost is £2500 in total. However, a week before the holiday Maria meets
Will. She calls Charles and explains that she is now Will's girlfriend and she doesn't want the
holiday. Charles is very angry. He demands £1250 from Maria and says she has to pay. She says
she thinks the holiday was a present from him. Charles says the holiday was not a present
because Maria has a great job and makes more money than him.
Do they have a contract? Why/Why not?
My reasons:
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
We will return to this question later to check your conclusion. First, we need to look at the
vocabulary that you need to be able to talk about the elements of a contract according to English
and American law.
Exercise 2
The English courts have an objective test to decide if a contract exists in a particular situation
or not. The court looks for a list of things that are the necessary elements of a contract. Look at
the words in the box and circle those that you think might be one of the elements according to
English law. Then look at the explanation on the next page to see if you are correct.
subject object consideration offer
topic receipt motivation acceptance
intention proposal value price
The elements of an English contract are from the common law. They might be different from the
elements of a contract in other countries. The elements of an English contract are:
⚫ offer
⚫ acceptance
⚫ consideration
⚫ intention.
The other words in the blue box are not elements of a contract according to the common law.
However, they are all words that lawyers from civil code systems sometimes use. If you use the
other words in the box you may have to explain what you mean to a lawyer from the common
law system.
Exercise 3
Read the information below about the elements of a contract. Complete the text below by writing
the correct element of a contract after its description.
To form a binding contract according to English law, four elements must be present.
⚫ The first of these is where one of the parties makes a proposal to the other party. The proposal
is on absolutely certain terms. For example, "I will sell you my car cleaning business on 1
January for £20,000. This proposal is called an (a)…………………
⚫ In order to make the contract valid, the parties must exchange something. Each of them must
give something to the other, such as money, work or goods. In the above example one party
exchanges a car cleaning business in return for £20,000. Each gives something to the other. If
one party promises the other a gift (in return for nothing) then in a situation like this the parties
do not usually have at contract. So, another element of a contract is (b)…………………
⚫ The courts look at the relationship between the two parties. The courts decide if the parties
really want to make things legally binding in this particular situation or not. If I agree to do some
work for my mother or my father did I really mean to make the agreement legal? Did I have (c)
…………………….?
⚫ It is absolutely necessary that a person accepting an offer does not change the terms. f the
original offer. For example, if I say, 'I will buy your car cleaning business. But not for £20,000 as
you ask. I will give you £15,000', then there is no binding contract because there was no (d)
……………………
Exercise 4
Go back to your reasons for deciding whether or not Charles and Maria have a contract. Can
you see all four elements? What do you think a judge from your country would say? It is one of
those cases where it is difficult to give a definite answer.
My notes:
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
THE END OF AN OFFER
Sometimes a contract cannot be made because the offer comes to an end before it can be
accepted. In other words, the offer is no longer open to acceptance. Lawyers refer to the people
who make and receive the offer as follows:
• The person who makes an offer is called the offeror.
• The person who receives the offer is called the offeree.
Exercise 1
Jumbled words. In each of the situations described below the letters of one of the words are
mixed up. Put the letters in the correct order to spell the words. The first letter of each word is
there for you. Then give the name of the offeror and the offeree in each situation.
a David Jackson has a new job. When he starts work the company, DDS Furniture Ltd, offers
him shares in the company at a special, cheap price. A year after he starts the job he decides to
accept the offer to buy the shares. His employer tells him he cannot accept the offer. This is
because the offer has L……………(ELPDAS). It means too much time has passed.
The offeror is
The offeree is
b Julie Smith buys a new computer. She advertises her old one for sale for £50. Alex Harrison
calls and suggests paying Julie £30. Julie refuses. Alex then suggests £40 but Julie refuses. Julie
says the reason is that Alex made a C…………….(TREUNOC-ORFFE). The legal effect is to
cancel the original offer.
The offeror is
The offeree is
c Jamie Hammond decides to sell his car to Ben Wardle. Ben says, 'No thank you'. The offer was
R……………..(CJEDETER). The legal effect is to cancel the offer.
The offeror is
The offeree is
d Mia Thomas decides to sell her house. She offers the house for sale at a price of £190,000.
Andrea Stewart decides to buy it. However, before Andrea can accept the offer, Mia changes her
mind and decides to keep the house. The offer is R…………..(KVDREEO) or in other words,
Mia withdraws the offer.
The offeror is
The offeree is
WHAT IS CONSIDERATION?
Exercise 1
Read the following text. It is about consideration in contract law. Choose the correct word from
the text to complete the sentences below.
Offer and acceptance are not enough to English law. This is because one of the
make a contract. There also needs to be two parties has not provided consideration. To
other elements. They are: make a contract both parties must give
something or do something for the other in a
⚫ intention to create a legal relationship,
kind of exchange. A lawyer describes this by
and
saying that consideration must be reciprocal.
⚫ consideration. It must travel in both directions. If
What is consideration? Consideration is consideration is a good thing for a party and
what one party promises to give to, or is positive in nature, we say that he or she
promises to do for, the other party. Both has gained a benefit. Receiving a payment of
parties need to provide money would be an example of this.
However, sometimes the consideration
consideration to make a contract valid. provided is negative in nature. Let's imagine
There are many precedents in English law an employee agrees in his or her
where judges decide what is good employment contract not to start a business
consideration and what is not. for two years after the contract terminates.
Consideration is usually one of the He or she has promised not to do something
following things: in the future. We say that this party has
suffered a detriment.
⚫ a promise to do something
I promise to tidy a friend's garden because
⚫ a promise not to do something in the she is ill. I don't want to be paid. However, I
future (sometimes called forbearance) am busy and I don't tidy the garden for her.
⚫ goods Is our agreement a contract? No, it isn't.
Why not? It is not a contract because one of
⚫ services the parties to the agreement has not provided
⚫ money. consideration.
A promise of a gift or of a free service does Consideration is a fundamental principle of
not usually create a contractual situation English contract law.
according to
a As well as offer, acceptance and consideration, the parties to a contract need to
have…………………to create a legal relationship.
b To make a legally binding contract both parties must…………..consideration.
To find out what is good consideration for a contract I need to check the relevant……….. to see
what judges say about it.
d A promise not to do something in the future can be good consideration for a contract. Lawyers
usually call this…………………..
e Both parties to the contract must provide consideration, in other words it must be…………..
f If I receive something positive under the contract I gain a……………..
g If I lose something under the contract I suffer a……………….
Exercise 2
Contract wordsearch. Look in the grid below and find the following words. The words can be
found in any direction,
acceptance detriment revoke contract

offeror case source binding
consideration obiter precedent intend
ratio benefit offer factor
CONTRACT AND STATUTE

Exercise 1
Much modern contract law comes from statute. You are going to read about statute. Read the
text and write the highlighted words in the text next to the meanings given on the next page.
The common law is one source of contract A statute is a law made by Parliament. We
law. Another is statute. can say that judges make the common law
but Parliament creates statutes.
A statute passes through three stages: their seats from the monarch (the King or
Queen) on the advice of the Prime Minister.
⚫ The House of Commons
This is the most powerful of Parliament's ⚫ The Monarchy
two chambers. These chambers are usually The monarch has to give permission before
known a new statute becomes law. This is because
as Houses. The House of Commons has 639 the
members, who are elected when the whole King or Queen is the Head of State. This
country votes in a general election. These permission is called giving the 'Royal
members of the House are called MPs. A Assent". However, the monarch always
statute begins in this House. The House of accepts the advice of his or her government.
Commons has only 427 seats. When it is full In fact, the monarch does not even have the
a lot of people have to stand! full text of the proposed statute, only the
title of it. The last monarch to reject a
⚫ The House of Lords
proposed statute was Queen Anne, who died
This is Parliament's second chamber. Its in 1715.
main function is to check new laws, which
There are three words for the law made by
were proposed in the House of Commons.
Parliament. They refer to the same thing.
The House of Lords has 675 members who
They are:
come from al variety of backgrounds. This
House does not have the power to stop a ⚫ Statute. This is often called statutory law
proposed statute from becoming law, but it
⚫ Acts of Parliament
can slow it down. Some members of this
House are not elected. These members get ⚫ Legislation. This is the collective word
for all statutes.
Example: The law that comes from the decisions of judges and is based on precedent. Common
law
a The main law-making body in England……………………
b Members of Parliament.……………………
c A law made in Parliament. ……………………
d Chosen by the people to be a political representative. ……………………
e A word meaning all of the laws made by Parliament. ……………………
f A system of choosing new Members of Parliament. All of the people have a vote.
……………………
Exercise 2
Read the text about statute carefully and decide if the following statements are true or false.
a A statute is the same thing as an Act of Parliament. True False
b A statute always starts in the House of Lords. True False
c Members of the House of Commons are elected but some members True False
of the House of Lords are not.
d The King or Queen often stop a new statute if they disagree with it. True False
e Legislation is another word for a single statute. True False
Exercise 3
Look at this very short text. It is about a statute. Look at the words that are highlighted in the
text. Without using a dictionary decide if each word is a verb or a noun.
The Unfair Contract Terms Act 1977 (UCTA) is an example of a statute that deals with contract
law. It covers transactions between people.
This statute places some restrictions upon the contract terms people can agree to. One particular
part of it deals with the ways in which people that are selling something can limit their liability
for negligence.
Verb Noun
Exercise 4
Here are the definitions of the highlighted words in Exercise 3. Put the correct word into each
sentence to complete the definition.
a A…………………..is a piece of business, such as buying or selling something.
b To…………………… something is to deal with, or include something.
c A……………………..is a limit that is put something.
d If you have………………. for something it means that you have legal responsibility for it.
e The…………………of a contract are its contents. It means the conditions and duties that you
agree to perform when you enter into the contract.
f To…………………a restriction upon someone is to put limits upon what they are allowed to
do.
Exercise 5
Using the words 'term' and 'terms". These can be confusing words because they can have more
than one meaning when lawyers use them.
Read the explanation about the meaning of these words. In the sentences opposite, decide which
of the four options you need to complete the sentence. Then identify which meaning of the word
is the correct one.
Terms Term
1 terms: All of the duties and conditions 1 term: A single duty or condition contained
contained in a contract. in a contract. It is sometimes called a
Example sentence: She explained the terms provision.
of the contract to her client. Example sentence: There is a term in this
2 terms: Words and expressions. contract that forbids you to sell goods in
Australia or New Zealand.
Example sentence: A lawyer sometimes uses
legal terms that his client might not 2 term: The duration of a contract.
understand. Example sentence: The term of this contract
is one year from the date of signing.
Example: The term of this contract is one year, commencing on the date of signature. (term 2)
a Some of the……………used in this letter are very old-fashioned and lawyers don't really use
them any more. (…………..)
b For the entire…………….of this contract the Employee shall not disclose any confidential
information to any third party. (……….)
c There is usually a………….. in most commercial contracts dealing with the jurisdiction of the
contract in case of disputes.(……………….)
d When you sign a contract you agree to all of the……………that it contains. (…………..)
Help desk
third party-someone who is not one of the condition - something that you have to do in
two main parties involved in a contract or a order for something else to happen.
particular situation. entire - complete or whole.
jurisdiction-legal power over a disclose-tell
geographical area or people.
READING CONTRACT LAW

Exercise 1
You are now going to read more about contract law. The most important words are in the key
vocabulary below. Decide if the statements on the next page are true or false.
Key vocabulary
⚫ contrary ⚫ sum ⚫ consent
⚫ under duress ⚫capacity to contract ⚫ deed
⚫ contract under seal ⚫ voluntarily ⚫ discharged
⚫ enforceable ⚫ void ⚫ breach
⚫ comply with ⚫ party in breach
⚫ donation ⚫ injured party
In general, businesses are free to enter into A contract may be:
whatever contracts they agree between
⚫ written; or
themselves. However, business contracts
must not be contrary to (against) case law ⚫ oral (spoken); or
or to Acts of Parliament such as the Unfair
⚫ in the form of a deed.
Contract Terms Act. If the contents of a
contract, usually called the terms and A deed is sometimes called a contract
conditions, do not comply with the law, under seal. It is a special contract that is
meaning they don't follow the law correctly, legal even though one of the parties has not
then a judge will probably decide that the provided consideration. A promise of a gift
contract is void. Void means 'empty'. It is or donation for example, can be a valid
not an enforceable contract. It is not a contract if the agreement takes the form of a
contract that a court will recognise as valid. deed. An oral contract is binding according
to English law. Even if a contract involves a
It is a general rule that both parties to the
large sum of money, it is still valid if it is
contract must have capacity to contract.
not written.
This means that when a person signs a
contract they must be: When a contract comes to an end we say
that the contract is discharged. If the
⚫ old enough to consent (say yes) to it; and contract is discharged because one of the
⚫ not mentally ill; and parties does not fulfil their obligations it is
called a breach. If one party breaches the
⚫ not drunk or using drugs. contract the injured party can sue the party
It is another general rule that both parties in breach. The injured party is the claimant
must enter into the contract voluntarily. and the party in breach is the defendant.
This means that they must have signed it
freely and not under duress (pressure).
a Acts of Parliament concerning contract law are to protect the True False
public and they do not affect businesses at all.
b If a contract is void it will not be enforceable by a court. True False
c If I sign a contract after drinking a whole bottle of wine and True False
three beers the contract might not be valid.
d In very special circumstances it is possible to have a contract True False
where one of the parties does not provide consideration.
e The injured party and the party in breach are the same True False
person.
Exercise 2
Choose a word or phrase from the key vocabulary in Exercise 1 to complete the sentences below.
a You are only 16 years old so you do not have……………..to contract.
b A contract that is valid even though one of the parties has not provided consideration usually
takes the form of a contract under………………
c We made an oral contract and even though it involves a very large ……………. of money it
does not need to be in writing to be valid.
d There are various ways in which a contract can be………………including performance of all
duties or breach.
e If a contract is binding then it is……………by a court.
f You did not fulfil your obligations under this contract and as the …………. I have the right to
sue you for breach.
g Did you sign the contract…………………. or was it signed under duress?
h One of the terms of this contract is ………………… to the Sale of Goods Act and the term is
therefore not valid.
i If I promise to make a………………………. to a person or an organisation it is a legally
binding contract if the agreement takes the form of a deed.
j Any private agreement must………………….with all relevant law, including Acts of
Parliament.
GOING TO COURT
The following exercises are about a dispute. This dispute is about a breach of contract.
Exercise 1
Read the facts and decide if the statements that follow are true or false.
John Oliver is the owner of a car business called Oliver's Auto. John Oliver sells second-hand
(used) cars in Chatsworth. Many of the cars that John Oliver sells previously belonged to a taxi
company. Two months ago, John Oliver sold a car to a woman named Susan Hicks. Susan Hicks
paid for the car by cheque. The cost was £1000. The car was not a good one. It stopped working
twice in the first week that Susan bought it. Susan was angry and went to John Oliver's office.
Susan asked John Oliver to give her a different car. He refused. Susan telephoned her bank and
cancelled the cheque. John Oliver did not receive any money. The car is at Susan's house. The
car will not start. Susan telephoned John Oliver last week and said he can collect his broken car
any time he wants to. John Oliver refused. He decided to sue Susan Hicks for breach of contract
on the grounds that she did not pay him.
Yesterday Susan received a claim from Chatsworth County Court, which is the local civil court.
John Oliver is claiming £1000 from her for the car, plus a court fee of £60. His total claim
£1060.
a John Oliver owns a taxi business in Chatsworth. True False
b Susan Hicks did not pay in cash for the car she bought from John True False
Oliver.
c Susan Hicks telephoned John Oliver to ask him for a different True False
car.
d John Oliver collected the car from Susan's house last week. True False
e John Oliver is not claiming any interest on the £1000 he says True False
Susan owes to him,
Exercise 2
Susan now receives a claim from Chatsworth County Court. There are some words in the claim
form that she does not understand. Her questions are below. Match her questions with the
correct answer.
a What is a claimant? It means to start an action against someone

b What is a defendant? in the civil court. (1)
c What does sue mean? It is something that you suffer as a direct
result
d What does defective mean?
of the breach of contract. (2)
e What is direct loss?
It is something that you suffer as an indirect
f What is consequential loss? result of the breach of contract. (3)
It is the person who starts the legal action.
(4)
It is the person who the claimant is making a
claim against. (5)
It means faulty-not working correctly. (6)
Exercise 3
Use the highlighted words from Exercise 2 to complete these sentences.
a I must retum the goods that you delivered to my shop yesterday as they are all …………….
cannot sell things that do not work properly.
b Mr Wilkes breached the contract because he delivered the goods two weeks late. As an
immediate result of this I suffered a……………. loss of £2000 because I could not sell the goods
to the buyer who was waiting for them.
c You must pay what you owe me at once or I will…………….. you in the County Court.
d When the claim form was served upon the…………… he decided to pay the money that he
owed to the claimant.
e The loss that you suffered as a breach of the contract was not a direct result of the breach. A
court will say that this is…………loss.
f Several people owe money to my business and as a result I am the………….. in three different
cases in the County Court.
UNIT 3A VOCABULARY CHECK

These are the important words that you have studied in Unit 3A. You should make sure
that you know these words before you go on to Unit 3B.
acceptance donation
Act of Parliament duress
benefit duty
binding sum
body of laws elected
breach enforceable
capacity entire
case factor
claimant forbid
common law general election
comply House of Commons
condition House of Lords
consent injured party
consequential loss intention
consideration issue
contract Jurisdiction
contract under seal legislation
contrary liability
courts of first instance Member of Parliament (MP)
cover monarchy
deed obiter dictum
defective obliged
defendant offer
detriment offeree
direct loss offeror
discharged parties
disclose party in breach
dispute place
distinguishable precedent
principle of law source of law
pronouncement statute
propose terms
ratio decidendi transaction
reciprocal recorded unconditionally
relevant valid
restrictions void
revoke voluntarily
senior court term
TOLES FOUNDATION EXAM PRACTICE

Exercise 1
Look at the groups of words below. In each group, three of the words belong to the same subject
area but there is one word that does not belong. Put a circle around the word that is the odd one
out. Do not circle more than one answer for each sentence. There is an example at the beginning
(*).
(*) A offer B acceptance C binding D consideration
(1) A common law B precedent C ratio decidendi D statute
(2) A revoked B rejected C factor D lapsed
(3) A MP B obiter dictum C election D Parliament
(4) A donation B deed C contract under seal D duress
(5) A sue B claimant C defendant D legislation
Exercise 2
Read the following pairs of sentences. For each pair of sentences there are two possibilities, A
or B. Decide which sentence uses the correct preposition. Write your answers in the box below.
There is an example at the beginning (*).
Example
(*) (A) Contracts must not be contrary to Acts of Parliament.
(B) Contracts must not be contrary at Acts of Parliament.
1 (A) A precedent is binding upon later cases that are the same similar
(B) A precedent is binding to later cases that are the same or similar in nature.
2 (A) The lowest courts are called courts for first instance.
(B) The lowest courts are called courts of first instance.
3 (A) The company offered David some shares on a special price.
(B) The company offered David some shares at a special price.
4 (A) Forbearance is a promise not to do something in the future.
(B) Forbearance is a promise not to do something at the future.
5 (A) The contract is not valid because Mr Jackson signed it against duress.
(B) The contract is not valid because Mr Jackson signed it under duress.
(+) A (1) (2) (3) (4) (5)
Exercise 3
Look at this list of words. They are all nouns. Put the correct word into the following sentences.
Write your answers in the boxes numbered 1-10 below. There is an example at the beginning (*).
(AA) loss (C) sum (F) term (A) capacity
(B) donation (D) detriment (E) factor (G) consent
(H) offer (1) liability (J) dispute
Example
(+) A direct (*)…………………is something that the injured party suffers as a direct result of a
breach of contract.
1 The boy is only 14 years old so according to English law he does not have (1)………. to
contract.
2 When the parties to a contract exchange consideration they must gain a benefit or suffer a (2)
………….
3 The (3)……………of Peter's employment contract is six months.
4 A person's age is one important (4)…………….that decides whether or not a person has
capacity to contract.
5 In the UK the common law says that acceptance of an (5)……….cannot be made by silence.
6 In England a promise of making a (6)…………or giving someone a gift is not usually an
enforceable promise because one of the parties has not provided consideration.
7 In some countries it is possible for one party to a contract to limit his or her (7)…………..for
negligence under that contract.
8 To give your (8)……………….to something means to give your permission for something to
happen.
9 There is a (9)…………..between Mr Greene and Mr Cox. Mr Greene issued a claim last week.
10 My client claims the (10)………..of £5000 in damages.
(+) AA (1) (2) (3) (4) (5)
(6) (7) (8) (9) (10)
3B. THE LANGUAGE OF CONTRACT LAW
WHERE DOES CONTRACT LAW COME FROM?
Exercise 1
Jack Winter and Shelley Hirst are first-year law students at the University of Chatsworth. Their
studies will begin with contract law. The head of the law faculty has asked first-year students to
read a book called 'An Introduction to English Contract Law' before they come to their first
lecture. The first section of the book that Jack and Shelley have to read is about the sources of
English law. This page is on the subject of statute. Fill the gaps in the text with a word or phrase
from the box below.
⚫ amendments ⚫ MP ⚫ drafted ⚫ into force ⚫ rejects
⚫ administrative ⚫ legislation ⚫ approves ⚫ elected ⚫ formality
An Introduction to English Contract Law

Chapter 1: Sources of English law
In England there is no civil code. English contract law is therefore not codified. Instead we
derive our law from two main sources, which are statute (law made by Parliament) and case law
(law made by judges).
Statute
A statute is also called an Act of Parliament. In England, statutes have been the most common
source of new contract law since the 17th century. A new statute passes through three stages:
Stage 1: A proposal is made for a new law. A proposal can come from either a government
department or an individual (a) …………….. This stands for 'Member of Parliament'. If the
proposal comes from a government department, then it will usually be (b)………… by a lawyer
in the Civil
Service. The Civil Service is the organisation which manages the government's (c)
……………….affairs. This proposal for a new Act of Parliament has to be drafted, sometimes
called 'drawn up, so that it accurately states the government's intentions and it must be as
unambiguous as possible in the language that it uses. Instructions as to what is to be included in
the proposal are given to the Civil Service by the government department responsible for it.
When the proposal is drafted and published, it is then referred to a "a Bill". A private member's
Bill is a Bill put forward for consideration by an individual MP. Relatively few private members'
Bills become law as compared to those introduced by the government. A Bill is debated in the
House of Commons. If the House of Commons (d)……………..a Bill, which it does by taking a
vote, then it is passed on to the next stage.
Stage 2: The House of Lords now debate the Bill. The members of the House of Lords can
suggest (e) …………. to the Bill, and if they do so, it will go back to the Commons for its
consideration of the proposed changes. The power of the House of Lords is limited and a Bill can
become law even if the House of Lords (D) it. This is because the role of the House of Lords is
to advise and to make suggestions about the law, rather than to formulate it. The process reflects
the fact that the House of Commons is a democratically (g)……….body and the House of Lords
is not. When a Bill has passed through the House of Lords it goes on to the final stage.
Stage 3: The monarch (the King or the Queen) gives the royal approval to the Bill. This is called
the Royal Assent. This is actually only a (h) ……………… , as the monarch does not even see
the full text of the Bill. Once the Royal Assent is given to a Bill, the new Act of Parliament will
come (i)…………….. on the date stated in the Act itself, or at midnight on the day that the Royal
Assent is received. All of the statutes created by Parliament are known collectively as (j)
……………
A note about the USA

The process is very similar in the United States. In the USA a new Bill has to be passed by
Congress. Congress is constituted of two chambers. These are the House of Representatives and
the Senate. Both chambers must approve the Bill. It then needs the signature of the President to
become law.
Exercise 2
The second page of the book that Jack and Shelley have to read contains information on the
subject of case law. Fill the gaps in the text with a word from the box below.
⚫ binding ⚫ judge ⚫ judgment ⚫ distinguish
⚫ precedent ⚫ instance ⚫ guidance ⚫ common
Case law
Case law comes from judges. It is also known by two other names. These are:
⚫ The (a)…………….. law, and
⚫ (b)…………… -made law.
If a judge makes a decision on a point of law that has never been considered in court before, the
judge's decision can become a statement of law. In the English legal system this statement forms
the law for the future. It is called a (c)……………………
An important principle of the system of precedent is that the legal reasons for past decisions must
be clear. For this reason, a (d)………….given, or handed down', at the end of a case includes the
judge's reasoning in giving his or her decision. In other words, as well as giving a summary of
the facts of the case, a judge will also explain the principle of law he or she used in coming to the
decision. These reasons for deciding the case are known as the 'ratio decidendi' and this is what
creates the precedent for future judges to follow. The rest of what the judge says is known as the
'obiter dicta' and judges in future cases do not have to follow it. It can be problematic for lawyers
to separate the ratio decidendi from the obiter dicta because the judgment does not contain any
(e)…………which is which.
There are two important factors in deciding whether a judge's decision becomes (f)…………
upon future cases, meaning that there is an obligation to follow it:
• The decision that forms the precedent must have come from a court senior to the court hearing
the later case. Judges at the lower levels of decision-making, often called courts of first (g)
……………..do not generally issue binding precedents.
• The facts of the later case must be similar enough to the facts of the precedent case. A judge
can decide that the material facts of the case before him or her are sufficiently different to allow
him or her to (h)…………….between this later case and the precedent.
It is also possible for a court in a later case to decide that the precedent created by an earlier case
should no longer be the controlling law and a new precedent is set. This is called overruling.
However, the later court must be of a higher level than the original court. The House of Lords,
which is the highest court in the UK system, can overrule its own earlier decisions. After the
House of Lords, decisions can be overruled by the European courts.
Case law and statute are where most English law and certainly most English contract law come
from.
To find out more or to read some cases you can visit the law reports website at
www.lawreports.co.uk
To find out more about statute or to read some modern statutes from the UK you can visit the
website of the Office of Public Sector Information (OPSI) at www.opsi.gov.uk
Collocation bank
⚫ a source of law ⚫ to draw up a Bill ⚫ to issue a new precedent
⚫ to suggest ⚫ to form a new law ⚫ to decide a case
⚫ namendment ⚫ to debate a Bill ⚫ to make a
proposal/suggestion
⚫ to make a decision ⚫ to hand down a
judgment
⚫ to draft a Bill
Preposition bank
⚫ a source of law 'The new Act of Parliament will come into
force at midnight tonight."
'Legislation is the UK's most important
source of law, ⚫ a precedent is binding on/upon lower
courts
⚫ to be drafted by a lawyer
'A precedent from 1908 is binding upon the
‘This Bill was drafted by a lawyer in the
court in this type of situation."
Civil Service.’
⚫ to be made by someone or something
⚫ to put an idea forward for consideration
“This decision was made by a judge in
“This idea was put forward for consideration
1985."
by the Department of Health."
⚫ to pass through a stage (that is one of
⚫ to suggest an amendment to something
several stages)
“The House of Lords is suggesting two
“The proposal for a new Education Act is
significant amendments to this Bill."
still passing through the early stages."
⚫ to come into force
Exercise 3
Here is a short text about statute. Complete the gaps in the text with the correct preposition from
the box below.
⚫ for ⚫ through ⚫ of ⚫ into
⚫ to ⚫ as ⚫ from ⚫ on
The UK does not have a civil code. Its laws therefore come (a)…………alternative sources.
Until the 17th century, the common law was the most important source (b)………….. law.
After that, Acts of Parliament, otherwise known (c)………………… statutes, became the
primary source of law.
A Bill is the name given to a proposal for a new statute. A Bill is put forward (d)…………..
Parliament's consideration by an MP or by a government department. A Bill has to pass (e)
………….several stages before it becomes law. The first of these stages is usually the House of
Commons. A vote is taken (f)……………….. the Bill and if it is approved it will pass to the
House of the Bill but it cannot prevent Lords. The House of Lords can suggest amendments (g)
…………the Bill from becoming law. The final stage is the Royal Assent. After this, the new
Act of Parliament can come (h)…………force.
READING A STATUTE
You are now going to read part of a statute that deals with contract law. The complete statute has
ten sections and is six pages long. This is part of Section 1, which forms the first page of the
statute. It deals with the rights of people who are not one of the parties to a contract but who may
have rights under that contract in certain circumstances.
ELIZABETH II
Contracts (Rights of Third Parties) Act 1999
1999 CHAPTER 31
An Act to make provision for the enforcement of contractual terms by third parties. [11th
November 1999]
BE IT ENACTED by the Queen's most Excellent Majesty, by and with the advice and consent of
the Lords Spiritual and Temporal, and authority of the same, as follows:-
1-(1) Subfect to the provisions of this Act, a person who is not a party to a contract (a "third
party") may in his own right enforce a term of the contract if --
(a) the contract expressly provides that he may, or
(b) subject to subsection (2), the term purports to confer a benefit on him.
(2) Subsection (1)(b) does not apply if on a proper construction of the contract it appears that the
parties did not intend the term to be enforceable by the third party.
(3) The third party must be expressly identified in the contract by name, as a member of a class
or as answering a particular description but need not be in existence when the contract is entered
into.
(4) This section does not confer a right on a third party to enforce a term of a contract otherwise
than subject to and in accordance with any other relevant terms of the contract.
(5) For the purpose of exercising his right to enforce a term of the contract, there shall be
available to the third party any rem I would have been available to him in an action for breach of
been a party to the contract (and the rules relating to damages, injunctions, specific performance
and other relief shall apply accordingly).
Exercise 1
Read the page from the statute, Contracts (Rights of Third Parties) Act 1999, on the previous
page. Some of the words and expressions used in the statute are explained below to help you.
a contract provision is a term contained in solution, known as a remedy, to the injured
a contract. party if the term or contract is breached.
a third party to a contract is a person who to be a member of a class is to be a
has not signed the contract but may be member of an identifiable group of people.
affected by it. a remedy for breach of contract is a
to enforce a term is to make sure that the solution provided to an injured party in
term is obeyed. cases of breach. It is sometimes called
to expressly confer a right or a benefit 'relief'. The remedy is usually damages but
upon someone is to write in a contract that a there are other solutions, or relief, available
person definitely has that right or benefit. at the discretion of the court.
the construction of a contract is the an injunction is a court order that orders the
interpretation of it. The verb is to construe, party in breach to stop behaving in a way
meaning to interpret. that breaches the contract. It is generally an
order to stop doing something.
an enforceable term or an enforceable
contract is a term or a contract that a court specific performance is a order from the
will recognise as valid and will give a court that obliges the party in breach to do
what they promised to do under the terms of
the contract.
Match each explanation below with the correct subsection of the statute. The statute has five
subsections, which are clearly numbered 1-5.
a This subsection says that a third party may not enforce a right if a correct interpretation of the
contract concludes that the parties did not actually intend that the third party should be able to
enforce that right.
This describes subsection……………………….
b This subsection says that the third party who wishes to enforce a right must be clearly named in
the contract or be a member of a group of people that is clearly named in the contract. This
section also says that the third party does not need to exist at the time the contract is made. This
gives rights to third parties such as unborn children or future husbands or wives of the
contracting parties.
This describes subsection……………………….
c This subsection says that a third party can enforce a right if the contract clearly states that he or
she may do so. This section also says that if a contract term clearly gives a benefit to a third
party, then he or she can enforce that term.
This describes subsection……………………..
d This subsection says that if a term is enforced the court can give the third party any of the usual
remedies available to any person who brings a claim for breach of contract. This section also
says that the normal rules of law that apply to remedies will apply in the normal way to third
party claims.
e This subsection says that if a third party wishes to enforce a contract term he or she can only do
so subject to any other term in the contract that is relevant. This means that the parties to the
contract can limit or place conditions on the third party's right. There may be another term for
example, that says that any dispute must be resolved by mediation. The third party would have to
comply with this term when enforcing his or her right.
You are now going to read two short extracts from another statute. They are from The Unfair
Contract Terms Act (UCTA) 1977. In this statute, Parliament states what is acceptable to include
in a contract and what is not acceptable. This part of the contract deals with the situation where
one of the parties tries to limit his or her liability for a breach of duty.
Exercise 2
Here is a summary of a short extract from UCTA, followed by the extract itself. The summary
says the same thing as the statute, but it uses less complicated language. Read the summary to
help you understand the meaning of the extract from the statute, and then complete the extract by
choosing a phrase from the blue box below.
Summary of paragraph 16 (subsection 1) of UCTA
This subsection says that if, in a contract, one of the parties attempts to prevent or limit his or her
liability for breach of duty of care in situations connected with doing business or using a building
for business purposes, then:
⚫ the term will always be void if one of the parties tries to prevent or limit his or her liability for
death or injury of the other party, and
⚫ in any situation except death or injury, the term will be void if it was unfair or unreasonable to
allow it in the contract.
Extract from UCTA
16.1 Where a term of a contract (a)………………. or restrict liability for breach of duty (b)
……………….. any business or from the (c)……………. used for business purposes of the
occupier, that term:
16.1.1 shall be (d)……………….where such exclusion or restriction is in respect of death or
personal injury;
16.1.2 shall, in any other case, (e)…………… if it was not fair and reasonable to (f)……………
in the contract.
⚫ void in any case ⚫ purports to exclude ⚫ occupation of any
premises
⚫ have no effect ⚫ arising in the course of
⚫ incorporate the term
Exercise 3
On the next page is another extract from the same statute, The Unfair Contract Terms Act.
Below, you can see a summary of this extract. Choose a preposition from the blue box and put it
in the correct gap in the extract.
Summary of paragraph 16 (subsection 3) of UCTA
If according to subsection 1 (the part of this statute that you have already read), a term of a
contract is void, then it is not important whether the person who signed the contract knew about
that term. Knowing about a term, or even agreeing to that term does not necessarily mean that
the person who signed the contract agreed to take any risk.
16.3 Where (a)………….subsection 1 (b)…………… a term of a contract is void and has no

effect, the fact that a person agreed (c)……………, or was aware (d)………….., the term shall
not (e) …………….. itself be sufficient evidence that he knowingly and voluntarily assumed any
risk.
⚫ of ⚫ to ⚫ above ⚫ under ⚫ of
THE ELEMENTS OF A CONTRACT

Exercise 1
Jack Winter went to his first lecture on contract law at the University of Chatsworth this
morning. He leamed something about how a contract is formed. Look at Jack's lecture notes
below and give each paragraph a heading from the box.
⚫ Intention to create a ⚫ Consideration ⚫ Offer
legal relationship
⚫ Acceptance
Lecture notes on contract
There are basic elements to every contract. In English law we usually need four essential things
(elements) to make a legal contract. In each country around the world the list of elements
needed to make a contract will be different. In English law there are four elements. If all four
elements are present, a contract is formed. If one or more of them is missing then there is no
valid contract.
The four elements of a contract
a…………………..
Generally in English law, there can be no contract unless this exists. It is the name given to what
the parties exchange under the contract. It is usually money, goods or services.
b…………………..
It is something that a party says or writes to another person. It is a statement that suggests that
they make a contract on very certain terms. The person who makes this statement wants it to be
legally binding when the other party agrees to it.
c…………………………….
The courts judge this objectively. The English case of Smith v Hughes (1871) tells us that the
important thing is not a party's real purpose or aim but how a reasonable person would look at
the situation. The precedent cases tell us that parties who are in business are usually considered
to have this but that parties who make an agreement in a domestic or social situation usually do
not.
d…………………………….
It can be defined as, 'a final and clear agreement to terms that have been offered".
READING A CONTRACT CASE

Jack and Shelley are learning about case law. Their textbook gives them an example of an
important case in English contract law. It is a case on intention, one of the four elements of a
contract. It is a precedent case from the year 1919, concerning whether or not a husband and wife
can form an oral contract. The claimant is referred to as 'the plaintiff' because the case is an old
one. The extract is an example of the ratio of a common law contract case. The ratio is the legal
reasoning that forms the law for the future. The first part of the text below is explanatory notes.
The case begins with the words of the judge, Lord Justice Atkin.
Exercise 1
Read this extract from the case very carefully and answer the questions that follow using a full
sentence.
BALFOUR V BALFOUR
Court of Appeal (1919)

(1) The defendant was a civil servant based in Ceylon. In November 1915 he came to England
with the plaintiff, bis wife. They stayed in England until August 1916, when the husband's
boliday period ended and be returned to Ceylon. The plaintiff, on her doctor's advice, stayed in
England. The busband, before leaving, promised to give the plaintiff £30 a month until she
returned to Ceylon. Later the busband wrote saying that it would be better if they remained
apart. The plaintiff sued on the promise to pay ber £30 a month.
(2) Sarjant J gave judgment for the plaintiff, bolding that the husband was under an obligation
to support his wife and the parties had legally contracted that the extent of the obligation should
be £30 a month.
The husband appealed.
(3) ATKIN LJ...... it is necessary to remember that there are agreements between parties, which
do not result in contracts within the meaning of that term in our law. The ordinary example is
where two parties agree to take a walk together, or where there is an offer or acceptance of
hospitality. Nobody would suggest in ordinary circumstances that those agreements result in
what we know as a contract, and one of the most usual forms of agreement, which does not
constitute a contract appears to me to be the arrangements which are made between husband and
wife.
(4) To my mind, those agreements, or many of them, do not result in contracts at all, even though
they may be what as between other parties would constitute consideration for the agreement.
Nevertheless, they are not contracts, and they are not contracts because the parties did not intend
that they should be attended by legal consequences. To my mind it would be of the worst
possible example to hold that agreements such as this resulted in legal obligations, which could
be enforced in the courts.
(5) The common law does not regulate the form of agreements between spouses. Their promises
are not sealed with seals and sealing wax. Their consideration is really that natural love and
affection which counts for so little in these cold courts.
a In which court was this case heard?

………………………………………………………………………………………………………
b What was Mr Balfour's occupation at the time of the case?
………………………………………………………………………………………………………
c Why did the claimant not return to Ceylon with her husband?
………………………………………………………………………………………………………
d What did the judge in the court of first instance decide?
………………………………………………………………………………………………………
e What was the name the judge in the Court of Appeal?
………………………………………………………………………………………………………
Exercise 2
In each paragraph of the case find a word that matches the definitions provided for you.
Paragraph (1) The word is…………………………………
a A word meaning started legal action. Paragraph (4)
The word is………………………………… d A word meaning to decide in a legal way.
Paragraph (2) The word is…………………………………
b A word meaning the amount of something. Paragraph (5)
The word is………………………………… e An old-fashioned word, meaning husbands
Paragraph (3) or wives.
c A more formal word that means 'word". The word is…………………………………
Exercise 3
Say whether the following statements about the case are true or false.
a The judge says that it is possible to have agreements that are not True False
contracts.
b The judge says that accepting an offer to have a meal with True False
someone, for example, is usually a contract.
c The judge says that what is consideration between other parties True False
might not be consideration between spouses.
d The judge says that there is generally no contract when a True False
husband and wife make an agreement because they don't mean it
to be a legal agreement.
Collocation bank
⚫ to give judgment for the ⚫ the extent of an obligation ⚫ to constitute consideration
claimant/defendant
Preposition bank
⚫ to do something on someone's advice ⚫ to give judgment for the
“On my solicitor's advice I decided not to claimant/defendant
sue." “I'm sorry but the judge gave judgment for
the other side."
⚫ to continue to do something until a
certain date ⚫ to be under a legal obligation
"Your husband will be obliged to continue "You are under a legal obligation to carry
to support your children until they have all out your obligations."
finished their education."
⚫ an agreement between two parties
⚫ to sue on a promise “There was a clear agreement between us
'She sued him on his promise to deliver the that you would provide half of the finance
goods on time." for this project."
OFFER AND ACCEPTANCE

Jack and Shelley are doing their homework. The subject is offer and acceptance in contract law.
Offer and acceptance are two of the essential elements of a contract. Jack and Shelley have
decided to do half of the homework each.
Exercise 1
Look at Shelley's homework. It is about the ways in which an offer can come to an end before
acceptance can take place. Match the words or phrases in the list with the statements that
follow.
How can an offer come to an end?
Susan Clarke offers to sell Holly Quinn two tickets to a music festival. The price is £100 for each
ticket. There are five ways in which this offer can come to an end. These are:
⚫ revocation
⚫ rejection
⚫ counter-offer
⚫ lapse of time
⚫ death of the offeror or offeree.
a 'I'll give you £85 instead of £100 for each ticket."
The word/phrase is…………………………………….
b 'You know those tickets you offered to sell to me four months ago? I've decided to take them."
c 'I've changed my mind. The offer is no longer open. I've decided to go to the festival myself."
d 'I know Susan offered to sell some tickets to you but I'm afraid she has passed away."
e 'No thank you. The price is much too high. Forget it."
In all of these situations no contract can be formed because the offer has come to an end and
therefore it cannot be accepted. This means that two of the elements that are essential to the
formation of a contract are missing.
Exercise 2
Look at Jack's homework. It is about how acceptance of an offer must be communicated. Match
the statements of law in this list with the situations below.
How must acceptance of an offer be communicated?
Holly Quinn agrees to buy two tickets to a music festival from Susan Clarke. To make her
acceptance of the offer legally binding, how must the offer be accepted?
1 The acceptance must be made to the offeror and not to anyone else unless the offeror has
authorised it.
2 The acceptance must be communicated. Acceptance cannot be by silence.
3 The acceptance must be actually heard or received in writing to be effective.
4 If the offer specifies a method of acceptance you must accept it using a method that is no less
effective than the method specified.
5 A request for more information is not the same as a counter-offer and will not have the effect
of rejecting the original offer.
If any of these situations arise then there has been no acceptance and therefore there is no
contract between the parties.
a 'My offer clearly said that acceptance must be by sms text message or email. I did not receive
your letter of acceptance by post until after I'd sold the goods to someone else."
The relevant statement of law is………………………………………….
b "You told my brother that you wanted to buy the tickets but you didn't tell me. I'm afraid he
was not in a position to accept this."
c "You say that you accepted my offer by email. It never arrived."
d "In answer to your question, the tickets offered for sale are for the lower stand on the right-
hand side of the stadium.'
e "If you do not hear from me by five o'clock tomorrow please assume that I want to go ahead
and buy the tickets."
CONSIDERATION
Why is it important to understand consideration? It is important because consideration is not
just an academic part of law. The word 'consideration' will appear in contracts that you will have
to understand or translate. Look for example, at this clause from a contract between a writer and
a film company. The company is buying the rights make the writer's book into a film.
In consideration of the rights granted under this Agreement the Media Company shall pay to the
Author the Licence Fee as follows:
1.1 £25,000 upon signature of this Agreement.
1.2 £25,000 upon the first DVD release of the film to the public in the UK
This is a good example of how the word consideration is used in contracts.
Exercise 1
As part of her homework, Shelley must write a short essay about consideration in contract law.
Complete her essay by putting a word from the box into the gaps.
⚫ contrary ⚫ suffer ⚫ consent ⚫ profit ⚫ terms
⚫ reason ⚫ detriment ⚫ unqualified ⚫ reciprocal ⚫ donations
The final element of a contract is consideration. An English case from 1875, Currie v Misa, gave
a definition of consideration which is still used today in the contract law of England, the USA
and Canada. The judge in that case defined consideration as:
'some right, interest, (a)……………… or benefit accruing to the one party or some
forbearance, (b)………………loss or responsibility given, suffered or undertaken by the other."
In other words, the parties must gain some benefit from what is exchanged or (c)…………….
some loss. Consideration is usually goods, money, work or services but it can be other things. In
a very simple example, if I sell my gardening business to you for £50,000, my consideration is
the business and your consideration is the money.
Motive is not the same as consideration. Your motive for contracting is your personal (d)
……………. for contracting. It may not coincide with the consideration you are giving, or
receiving, as part of the contract.
Under contract law, there is no contract if there is no consideration. It is one of the four
necessary elements of a contract. The consideration must be (e)………………….,with both
parties providing consideration. The consideration cannot be an act or a thing which is illegal,
immoral or (f)……………..to public policy. If a certain act is punishable by some law, then it is
described as illegal. An example would be a contract to employ an (g)………………pilot to fly a
plane.
There is one type of contract that is an exception to the requirement of consideration and that is a
deed, which is also sometimes known as a contract under seal. Many years ago, people entering
into a contract would put hot wax on the bottom of the paper and press a family ring into it. This
seal was a sign of (h)………….to the (i) ……………… of the contract. In modem times, deeds
are used mostly in contracts that involve land. If a contract is a deed, then no consideration is
required. This means that if, for example, (j) …………….. to charity are made under seal, they
are valid contracts, even though there is no valid consideration.
Exercise 2
The clause below is from a contract. It deals with consideration. Complete the contract clause
by putting the words from the blue box below into the correct gap.
In (a)………………… of all of the Services (b)……………. by ALT Services Ltd the Company
shall pay the (c)…………….. of £10,000 subject to the (d)…………… of the Services and
satisfactory completion of work.
⚫ provided ⚫ consideration ⚫ provision ⚫ sum
Collocation bank
⚫ to do your homework. ⚫ to gain a benefit ⚫ to reject an offer
⚫ to make a counter-offer ⚫ to be contrary to public ⚫ to suffer a loss
policy or to the law in
⚫ to revoke an offer
general
Preposition bank
⚫ to buy tickets to/for an event. ⚫to put something in writing
“We want to look after our new client very "If you have evidence in writing it will help
well. Let's get him some tickets to the us to persuade the judge.
opera."
⚫ a case/new law from a particular year
⚫ to accept something by post/email "In defence of my client I cited a case from
"I sent the cheque by post." 1995.
⚫ to do something by a particular time in "You should not have entered into this loan
the future agreement unless you were sure you could
make the repayments."
"We need to have this document ready by
five o'clock." ⚫ to make a donation to charity
⚫ to enter into a contract or agreement "She made a donation to a charity for
homeless people when she won the lottery."
LISTENING
Exercise 1
Today Jack and Shelley are going to a contract law lecture. Listen to the lecture and answer
these questions.
a Do contracts involving large amounts of money need to be in writing in order to be valid?
………………………………………………………………………………………………………
b In which American state was Pennzoil based?
………………………………………………………………………………………………………
c In the example case of Pennzoil buying Getty Oil there was no written contract. How did they
agree the deal?
………………………………………………………………………………………………………
d A few weeks after Getty Oil had agreed to sell to Pennzoil, another company announced that it
had bought Getty Oil. What was the name of the other company?
………………………………………………………………………………………………………
e How much money was Pennzoil awarded by the court in damages?
………………………………………………………………………………………………………
f What type of contract does the lecturer say that her students will most often encounter in their
careers as lawyers?
………………………………………………………………………………………………………
g What used to be necessary in order to make a deed valid?
………………………………………………………………………………………………………
h What type of contract does the lecturer say must take the form of a deed?
………………………………………………………………………………………………………
i Which does the lecturer say is more common, bilateral or unilateral contracts?
………………………………………………………………………………………………………
j Is a reward contract bilateral or unilateral?
………………………………………………………………………………………………………
CONTRACT LAW IN PRACTICE

Exercise 1
Look at this letter taken from a newspaper. The letter is from the newspaper's legal problem
page. Complete the gaps in the letter with the correct preposition. Choose the preposition from
the box below.
⚫ of ⚫ for ⚫ in ⚫ to ⚫ into
⚫ from ⚫ over ⚫ through ⚫ against
The Chatsworth Herald www.chatswortbberald.co.uk
Legal corner
Ed Samuelson, Chatsworth lawyer, answers YOUR
legal problems.
Dear Ed
I bought a new fitted kitchen from a The engineer came on 21 September. He
company called Simply Kitchens in told me that two parts of the fridge, the
Chatsworth (a) ………….. June. The total thermostat and the fan, were defective. He
cost of the kitchen was just (b) ……….. replaced them.
$10,000. It was fitted on 8 July. The kitchen It is now 22 November and I have just
included a fridge that was built (c) returned (h)…………a two-week holiday in
………….. the system. The fridge broke Goa. When I got home I found that the
down in early September and I contacted fridge had broken down again. All of the
Simply Kitchens to ask (d) ……… a new food in it was bad and the smell when I
one. The manager said that I had no right (e) came (i)…………the front door of my house
……….a new one and that I had to wait for was terrible. The manager of the Chatsworth
an engineer to look (f)…………..the fridge. branch. of Simply Kitchens has told me that
The manager told me I would have to wait at I must wait for the engineer to visit me
least two weeks for an engineer because the again. He also says the company has no
fridge was one (g)…………. a batch that did complaints department. What can I do? Can
not work properly. I make a claim (j) ………….. the company?
Stepben Blakely, Rose Terrace, Chatsworth.
Exercise 2
Here is Ed Samuelson's answer to Stephen's letter. Complete the gaps in the letter with the
correct preposition.
⚫ as ⚫ with ⚫ of ⚫ for
⚫ from ⚫ by ⚫ against ⚫ to
Ed says
Dear Stephen
Try writing a
letter (a)________the Chatsworth branch calls 'a contract for work and materials' with
asking for a new fridge. If that doesn't work, Simply Kitchens.
SUE them! The manager (b)………Simply This means that your legal rights as a
Kitchens admitted that he had originally consumer are covered (f) ………… the Sale
supplied you (c) …………… defective and Supply of Goods Act 1982. The supplier
goods, so you have a case (d) ………. the is also responsible (g) ………….
company for breach of contract. You bought consequential loss arising (h) ……….. the
the fridge (e) ………….. part of a fitted defects in the fridge. So, you can claim
kitchen and you therefore have what the law compensation for the spoiled food as well!
Exercise 3
Stephen Blakely has followed Ed's advice and he has written this letter to the manager of Simply
Kitchens. The words that have been underlined are too informal. Replace these words by
choosing the correct word or phrase from the blue box below. Write your answers in the box on
the next page. There is an example at the beginning (*).
(*) Mr Russell ⚫ inconvenience ⚫ notice
⚫ breach ⚫ grounds ⚫ as soon as possible
⚫ issue proceedings ⚫ are aware ⚫ admitted
⚫ replacement ⚫ compensation
47 Rose Terrace
High Bennington Chatsworth
CH8 5PG
29 November 20XX
Mr David Russell
Simply Kitchens Ltd
Unit 55, Green Lane Industrial Estate
Chatsworth
C25 1SD
Dear (*) Mr David Russell
Fitted Kitchen, supplied by Simply Kitchens Ltd, June 20XX
In June of this year I purchased a new kitchen from your company for a total price of £10,345.
The fridge that you supplied was defective. As you (a) know very well, I have had numerous
difficulties in trying to get this fridge replaced. This letter is (b) warning of my intention to begin
legal action if the problem is not rectified immediately.
The kitchen was fitted in June and the fridge broke down for the first time just three months
later, on 5 September. When I contacted your office I was advised that I should wait for an
engineer to repair the fridge, as I had no right to a (c) new one. During that conversation you (d)
said it was true that the fridge was one of a batch that was defective and that I would have to wait
two weeks (without having the facility of a fridge) as your engineer was so busy. Now the fridge
has broken down for a second time, which has caused me both expense and (e) personal trouble.
I am not prepared to wait for a second visit from an engineer and request that you supply me
with a new fridge immediately. I have taken legal advice and I am advised that I have (f) r easons
to make a claim against your company based on (g) dishonour of contract. I understand that as a
consumer I am covered by the Sale and Supply of Goods. Act 1982. If it is necessary to (h) start
a legal action in Chatsworth County Court I shall claim for the cost of the fridge and I will also
include in the amount of the claim (i) money for the consequential loss of spoiled food, which
amounts to approximately £150.
I look forward to hearing from you (J) very quickly.
Yours sincerely
Stephen Blakely
(*) Mr Russell
a f
b g
c h
d i
e j
Collocation bank
⚫ to announce the ⚫ the performance of a ⚫ to grant someone a right
acquisition of a company contract to do something
⚫ to create a legally ⚫ to fail to perform your ⚫ to be covered by a
binding contract duties under a contract particular law
⚫ to be awarded damages ⚫ to rectify a problem ⚫ a batch of goods
Preposition bank
⚫ a contract between two companies ⚫to be awarded an amount of money in
“There was an oral contract between the two damages
oil companies." “The judge awarded us $10,000 in
damages."
⚫ in exchange for something ⚫ to supply someone with a replacement
"I gave him my car in exchange for his van." “When my car broke down last month my
insurance company supplied me with a
⚫ to give notice of something
replacement."
"In his letter he gave us notice of his
intention to sue us." ⚫ to sue someone on the grounds of
something
⚫ to buy goods from someone
'We sued them on the grounds of breach of
“We buy most of our electrical goods from contract."
King Electrics."
Stephen Blakely has received i answer to his letter to the manager of Simply Kitchens. He has
decided to follow Ed Samuelson's advice and sue the company.
On the next page you will see the first page of a claim form. This is the form that a claimant
needs to fill in to start a claim in court. Stephen Blakely has decided to make the claim without
the help of a solicitor.
Exercise 1
The information below is for the claim form. There are some words missing from part of the
information. Fill the gaps with an appropriate word so that the information for the claim form is
completed. The first letter of each word is provided for you.
⚫ The value of the claim is £650.
⚫The claimant's name and address is:
Stephen Blakely
47 Rose Terrace
High Bennington
Chatsworth
CH8 5PG
⚫ 602070C2 is the claim number.
⚫ The brief details of the claim are as follows:
The defendant (a) c…………….. to fit a kitchen in June of this year. The defendant admits that
the fridge that was supplied as part of the kitchen was (b) d………………
The fridge has broken down twice and the defendant refuses to supply a new one. The claim is to
(c) c………………the cost of a second company supplying and fitting a new fridge and for the
cost of food that was spoiled during the (d) d………………… with the defendant.
⚫ The court fee is £70.
⚫14 December 20XX is the issue date.
⚫ There is no solicitor's fee.
⚫The defendant's name and address is:
Simply Kitchens Ltd (registered office)
Unit 7
Fratton Park Industrial Estate
High Boldon
Bradford
BR40 1DD
⚫ £720 is the total amount.
Exercise 2
The information in Exercise 1 needs to be put onto the claim form below. Decide where the
information needs to go and then complete the claim form for Stephen.
USING YOUR KNOWLEDGE
Collocation review
Complete these sentences with a collocation that you have seen.
a I would like to…………….one or two amendments to the document that you have sent to me.
b In England a statute has to pass through three…………… before it becomes law.
c If a judge makes a decision it may become……………on other courts of the same level and on
lower courts.
d Your client has ……………….. to perform her duties under the contract and therefore we will
start legal action
e Case law is also sometimes known as the………… law.
f To make an enforceable contract both parties must………….. consideration.
g The judge……………down his decision at four o'clock this afternoon.
h In which court is your case being………………this moming?
i The judge…………damages of £5000.
j We wish to…………….against the decision of the court of first instance.
Vocabulary review
Complete these sentences with a word that you have seen.
a My offer to you was made months ago and you can no longer accept due to……………. of
time.
b A……………..-offer suggests alterative terms and has the effect f cancelling the original offer.
c An……………contract is a spoken agreement.
d Another name for an Act of Parliament is a…………….
e When a contract is being formed, the two parties are known as the……………..and the offeree.
f The judge in the Court of Appeal…………….. the decision of the court of first instance and
reversed the result of the case.
g Consideration must be………………. meaning that if only one party provides it there is no
contract.
h The opposite of benefit is…………………
i Most contracts involve both parties making a promise and they are therefore described
as………………and not unilateral.
J A contract that must be in a written form in order to be legally valid is called a …………….
sometimes known sa contract under seal.
Preposition review
Complete these sentences with the correct preposition.
a Please put your complaints……………writing and send them to our manager.
b In England and the USA much of the law is made…………… judges due to the common law
system.
c You are……………….a legal obligation to sell the house now that you have signed the
contract of sale.
d We all need to stay in the office………………8pm to finish this important project.
e The new Bill has passed,………….. the debate stage and the members of the House Commons
will vote on it next week.
f The construction company was sued…………………..its promise to finish building the hotel
by December as it wasn't finished until the following July.
g I am acting……………. my barrister's advice and not taking my claim any further.
h The agreement………………Charles and Michael was made two years ago.
i I didn't email my acceptance to you, as my server was down. I sent it…………..post instead.
j I have forgotten the name of an important contract case and I will need to look it up in the law
library. I remember it is………….the year 1995.
TOLES HIGHER EXAM PRACTICE

Exercise 1
There is a word or phrase missing from the following sentences. For each sentence, circle the
word which best fits into the space from the options provided. Do not mark more than one
answer for each sentence. There is an example at the beginning (*).
Example In the English legal system a precedent is (*)……………upon similar future cases.
1 The case you mention from 1976 is very similar to the current case but I think it is possible to
(1)…………..between them.
2 The claimant was (2)……………damages of £100,000.
3 The decision of the first judge was (3)……………by the judges in the Court of Appeal.
4 An offer can come to an end due to (4) ……………. of time. It means that too much time has
passed since the offer was made.
5 When a person who makes an offer withdraws it before it can be accepted we can say that the
offer has been (5)……….
6 According to English contract law, acceptance must be (6)…………….and cannot be by
silence
7 Consideration in contract law requires the parties to gain a benefit or suffer a (7)…………
8 When a lawyer refers to the (8)…………..he or she puts upon a contract term it is a more
formal way of referring to his or interpretation or understanding of that term.
9 Specific (9)…………….is an order from a court that tells a party in breach to carry out his or
her obligations under a contract.
10 According to English contract law consideration must be (10)……… which means that both
parties must give or receive something and not just one of them.
(*) A enforceable B unavoidable C binding D obligatory

(1) A differ B distinguish C separate D discriminate
(2) A ordered B handed C awarded D granted
(3) A overruled B annulled C refused D rejected
(4) A conclusion B ending C lapse D disappearance
(5) A revoked B cancelled C negated D invalidated
(6) A said B contributed C given D communicated
(7) A difficulty B detriment C injury D disadvantage
(8) A meaning B elucidation C version D construction
(9) A action B execution C performance D completion
(10) A reciprocal B joint C common D shared
Exercise 2
Read the text below and think of the word that best fits each space. Use only one word Write
your answers in the box below. There is an example at the beginning (*).
The elements of a contract

A contract is an agreement between two or more people or companies who are known as the (*)
……….. to the contract. However, in order for a contract to be recognised as legally (1) ………..
upon the parties, certain conditions must be met. According to English law there is no
requirement that a contract is in (2)………..in order for it to be valid. Many high-value contracts
are made orally. What is important is that the agreement contains the four essential elements of a
contract. These are:
⚫ (3)……………to create a legal relationship
⚫ Offer
⚫ Acceptance
⚫ Consideration
An offer is an indication from one person that he or she is prepared to contract with one or more
other people on (4) …………. which are certain. This means that the most important provisions
of the agreement such as price, quality and date must be fixed. If, for example, an offer is made
and the (5) …………… (the person to whom the offer is made) suggests changes to that offer
then no contract will have been formed. This is because the effect of any suggested change to an
original offer is to cancel it. The offer will no longer be open to acceptance because a (6)
………………-offer has been made.
There are also some important rules governing acceptance. There are for example, several
common law (7)_________, which are decisions taken by judges in previous cases, that tell us
that acceptance can be made by conduct but that it cannot be made by silence. There are other
rules about acceptance by post or email. These objective rules tell us when acceptance is
considered to have been received by the offeror when a particular means of acceptance, for
example, email, is used. Acceptance cannot, as we have already stated, contain any suggested
changes to the original offer. Acceptance must be absolute.
According to English law (8)………………must be exchanged by the parties in order to form a
binding contract. This means that there has to be something of value passing in both directions
between the parties. The (9)………….to this is where the parties agree to form a contract despite
the absence of this normally vital element. This requires the parties to sign a special document
known as a (10)……………It is sometimes also known as a contract under seal.
Example (*) parties
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Exercise 3
Listen to the seminar given by a professor of law to two students. Decide if the following
statements are true or false.
1 The professor asked her students to read 285 pages of contract law for homework.
2 The law students at this seminar have already studied some of the elements of a contract.
3 Mr Brown's event is called 'Save the Planet Day'.
4 Mr Brown decides to hold the event in two parks in London and Manchester.
5 Mr Brown promises the manager of Sellfast UK an extra £1000 if he can persuade the Ethical
Food Company to attend his event.
6 In the case of Stilk v Myrick the captain of the ship offered the men on board his ship a bonus
if they would sail the ship safely back England.
7 The case of Stilk v Myrick is from 1890.
8 The claimant in the case of Stilk v Myrick was one of the sailors.
9 The claimant won in the case of Stilk v Myrick.
10 The professor thinks that a court would oblige Mr Brown to pay Sellfast UK the extra £1000
based on the case of Williams v Roffey.
True or false?
(1) (2) (3) (4) (5)
(6) (7) (8) (9) (10)
5A. THE LAW OF TORT

WHAT IS THE LAW OF TORT?
Exercise 1
Read this information about the law of tort. The most important words are in the key vocabulary
below. Decide if the statements that follow are true or false.
Key vocabulary
⚫ wrong ⚫ damage ⚫ harm. ⚫ liable
⚫ compensate ⚫ negligence ⚫ intention ⚫ conduct
The law of tort deals with civil wrongs. A hurt, such as causing someone to lose
wrong is something that causes harm or money. This area of law is based on the
damage to another person. The words 'harm' following principle. In situations where I
and 'damage" have the same meaning. A cause harm to another person, I may be
person who suffers harm or damage is hurt liable to compensate him or her for that
in some way. This hurt might be physical in harm, even in situations when:
nature, but it might be some other type of
⚫ I do not have a contract with that person harm him or her, or because I was not
and careful enough. In other words, I am liable
⚫ I did not commit a criminal act against for any harm that I cause to another person
that person. either from having intention to cause harm,
Let's say that I am shopping in a large or from negligence.
supermarket and an employee of the How is this area of law different from
supermarket washed the floor five minutes criminal law or contract law? The answer to
ago. The floor is not completely dry. I do this question is that there is a lot of overlap
not know this. There is no sign to warn me between the law of tort, contract law and
that the floor is wet. I slip on the floor and criminal law. Overlap means that these areas
hurt my back. I have to go to hospital and I of law include some things that are the
cannot go to work for a month. This is a same. However, an important difference
situation where I need to make a claim based between the law of tort and criminal law is
on the principles of the law of tort. I am hurt that the main purpose of the law of tort is to
physically and I have perhaps lost. money, compensate people. who suffer harm and not
all because of someone else's conduct. to punish the people who caused this harm.
Conduct is a more formal word that means An important difference between the law of
behaviour. tort and contract law is that the law of tort
The law of tort says that I must not harm makes us liable to people with whom we
another person either because I choose to have no previous relationship.
a The law of tort aims to compensate people for different True False
types f harm and not just physical harm.
b I must have a contract with someone to make a claim True False
against that person under the law of tort.
c I can only make a claim against someone under the law True False
of tort if that person hurt me intentionally.
d The main purpose of the law of tort is to punish people True False
who cause harm to others.
e I can be liable for my actions under the law of tort to True False
someone who was a complete stranger to me before my
conduct hurt that person.
Help desk
a principle of law - an established idea that to slip-to fall because of stepping in

is used as the basis for a particular area of something that is wet or icy.
law.
Exercise 2
Use the correct words from the key vocabulary in Exercise 1 to complete the following
sentences.
a The main idea of the law of tort is not to punish people who do something wrong but
to…………………. people who suffer because of someone else's conduct.
b I am……………….for the harm that I cause other people, which means that I have legal
responsibility for causing that harm
c In situations when I deliberately harm another person, I have………………. to harm that
person.
d In situations when I harm another person because I was not careful enough, the law says that
the person can make a claim against me based upon my……………….
e The word…………………..means the same as the word 'harm'. The word 'damages', however,
is not the plural of this word. Damages means financial compensation for harm or damage
suffered.
Exercise 3
Read this short text that gives you more information about the law of tort. Answer the questions
that follow using a full sentence.
Conduct that causes harm to another person is referred to as a tort. We can describe a person's
conduct by saying that he or she is guilty of a civil wrong. We can also say that he or she has
committed a tort. Several different types of tort exist in English law. Lawyers refer to the
different types of tort as categories of tort or as the heads of tort. If someone harms me I can
bring an action in tort. This means that I can sue that person on the grounds that I have suffered
harm. If I am successful in this action, I will receive a remedy from him or her. A remedy is
something that compensates me for my loss or that stops the harm from happening again. The
usual remedy for a tort damages. The person who is guilty of harming another person is referred
to as a tortfeasor.
a What is a tort?
Answer:…………………………………………………………………………………………..
b What are the heads of tort?
Answer:…………………………………………………………………………………………..
c What does 'bring an action in tort" mean?
Answer:…………………………………………………………………………………………..
d What is a remedy?
Answer:…………………………………………………………………………………………..
e What is the usual remedy for a tort?
Answer:…………………………………………………………………………………………..
f What name do lawyers give to the person who commits a tort?
Answer:…………………………………………………………………………………………..
TYPES OF TORT
Exercise 1
Read this information about the different types of tort that exist in English law. In each case,
decide which is the correct preposition from the two possibilities. Write your answers in the
spaces below.
There are several heads (*) of/to tort in We will look at the nature of these torts in
English law. The most important heads are: Exercises 3 and 4 below. To 'trespass' is a
⚫ Negligence general word that means to interfere (a)
⚫ Trespass to land to/with something or someone, or to do
something that causes harm.
⚫ Nuisance
If I want to bring an action (b) against/to a
⚫ Trespass to the person tortfeasor, that person's conduct must
⚫ Defamation usually fit (c) on/into one of the heads.
However, some areas of tort are constantly Lawyers usually divide the heads (e) into/to
developing. As society. changes, the conduct two categories. These are torts that cause
that we regard (d) to/as unacceptable or harm to people and torts that cause harm to
harmful changes too. land.
Answers
Example (*) of a………….. b………….. c………….. d…………..e………….. f…………..
Exercise 2
Read Exercise 1 again and answer the following questions using a full sentence.
a What does the verb to "trespass' mean?
Answer:……………………………………………………………………………………………..
b What are the two types of trespass?
Answer:……………………………………………………………………………………………..
c Does the law of tort always stay exactly the same?
Answer:……………………………………………………………………………………………..
d What two categories do lawyers usually divide the heads of tort into?
Answer:……………………………………………………………………………………………..
Exercise 3
Read this information about the heads of tort that involve causing harm to people. The most
important words are in the key vocabulary below. Complete the sentences that follow with the
correct word from the key vocabulary.
Key vocabulary
⚫ assault ⚫ libel ⚫ negligence ⚫ battery
⚫ defamation ⚫ false imprisonment ⚫ slander ⚫ duty of care
⚫ trespass to the ⚫ person
person
There are three main torts that cause harm to people.

⚫ Trespass to the person means to harm Defamation comes in two forms. The tort of
someone in a physical way. To make libel is publishing the statement in a
someone afraid that I will physically hurt permanent form, for example, writing it in a
them is the tort of assault. To actually hurt book. The tort of slander refers to a
someone in a physical way is the tort of statement in a form that is not permanent,
battery. To keep someone in a certain place for example, saying something in ordinary
without that person's permission is the tort conversation.
of false imprisonment. All of these torts are ⚫ Negligence occurs when you cause harm
known as trespass to the person.. to another person because you were not
⚫ Defamation occurs when someone makes careful enough. The law of tort says that in
a negative statement about another person situations where you can anticipate that your
which harms that person's reputation. In conduct is likely to cause harm to another
other words, it means saying or writing person then you have a duty to be careful.
something negative about someone, so that Lawyers refer to this duty as the duty of
other people think in a more negative way care. Negligence is the most. common
about that person. ground for claimants bringing an action in
tort.
a Julia runs a café in the town centre. Last week one of Julia's customers burnt his hand when he
touched a very hot plate. Julia did not warn the customer that the plate was hot. He claims that
Julia was not careful enough and that he will sue Julia on the grounds of……………………
b Julia's solicitor explained to her that as the owner of a café she has a……………….. to
all…………………of her customers. This means that she has a duty to make sure that her
customers do not suffer any harm in her café.
c Mary was shopping in a large department store last week. A shop assistant says that she saw
Mary take a necklace from the shop without paying. The manager of the shop kept Mary in an
office for 45 minutes until the police arrived. The manager did not allow Mary to leave. The
police discovered that Mary paid for the necklace. Mary sued the store on the grounds
of…………………………………..
d Gary was playing football on Saturday. Gary shouted at his friend named Bill on the other
football team. He shouted, "I am going to kill you!" This is not the tort of………………………..
as Bill did not really believe that Gary intended to cause him physical harm in this situation.
e Last year Paul was successful when he sued the police on the grounds of…………….. Paul
was taking part in a political demonstration when a policeman kicked him and pushed him for no
reason.
f The head of tort that includes false imprisonment, assault and battery is……………………..
g The head of tort that includes libel and slander is…………………………
h David Boyle was at a party last night. David could not find his wallet, which contained £200.
David accused George Lee of stealing his wallet. David said that George was 'a typical thief, and
everyone at the party heard this. David later found his wallet, which he had left at home. George
might sue David on the grounds of……………………..
i The actress Crystal Benn is suing a major newspaper on the grounds of…………………. The
newspaper published a story that said Crystal takes illegal drugs and the story was not true.
Execrise 4
Read this information about torts that cause harm to land. Fill the gaps in the text with the
correct words from the box below.
⚫ objects ⚫Claimants. ⚫ committed ⚫ permission
⚫ grounds ⚫ factory ⚫ walking ⚫ enjoy
There are two main torts that cause harm to land.
⚫ Trespass to land means to go onto someone's land without that person's (a) …………………
This might mean (b) …………………… on the land or it might mean staying there permanently.
Trespass to land also includes placing (c)……………. on another person's land without that
person's permission.
⚫ Nuisance means to interfere with a person's enjoyment of his or her own land. This means
that every individual has a right to (d)……………….being in his or her own home or on his or
her own land without anyone spoiling that experience. (e)……………….. who might not be
successful in an action for trespass to land often use this tort as a basis for legal action. Let's say I
have some beautiful trees in my garden. Near my house is a small (f)…………….. involved in a
manufacturing activity that uses strong chemicals. These chemicals smell very bad, but in
addition to this, the fumes from the chemicals kill the trees in my garden. The factory owner has
not (g)……………... the tort of trespass to land. However, his conduct might give me the right to
take action against him on the (h)……………………. of nuisance.
THE DUTY OF CARE
Exercise 1
Read this information about the duty of care in the tort of negligence. The most important words
are in the key vocabulary below. Complete the sentences that follow by matching the first half of
each sentence with the correct ending.
Key vocabulary
⚫ negligence ⚫ duty of care ⚫ acts ⚫ omissions
⚫ omit ⚫ foreseeable ⚫ objective ⚫ subjective
In the UK and the USA most cases in tort Do I have a duty of care to everyone under
are based upon the tort of negligence. In all circumstances? The answer to this is
order to bring al successful claim against "no". It is an established common law
someone for negligence, the claimant must principle that I am only liable in certain
prove that the defendant was in breach of his situations. The main limit upon my liability
or her duty of care. The duty of care is the to others is that the harm that I cause to
duty to make sure that my conduct does not another person must be 'reasonably
harm anyone. foreseeable Foreseeable means that the
However, the law is a little more results of my conduct are predictable. For
complicated than this. The law of tort says, example, a gas company is doing some work
for example, that I am liable for in the street. The men doing the work dig a
⚫ the things that I do, and also deep hole. The men then go home at the end
⚫ the things that I don't do. of the day. They do not put a sign anywhere
In other words, I can be liable for harming to warn people that the hole is there and they
another person because of my actions and I do not provide a light. A man falls into the
can also be liable because I fail to do hole at night- time and breaks his leg. Was
something that a reasonable person would the result of the gas company's omission
do under the reasonably foreseeable? The answer to t o
circumstances. A lawyer will say that I am this is 'yes'. A reasonable person can
liable for my acts and also for my anticipate the results of conduct such as this.
omissions. Omissions are the things that I How do we know if something is reasonably
do not do. For example, when doctors give foreseeable? The test is objective and not
patients medicine to treat an illness, and that subjective. It does not really matter what the
medicine is dangerous if people drink defendant says that he or she was thinking at
alcohol at the same time, the doctors must the time of the harmful conduct. The
war their patients. If the doctors do not warn common law provides many principles that
the patients, then the doctors omit to tell the come from hundreds of cases about what is
patients something important and that foreseeable and what is not foreseeable.
omission can cause harm to the patients. All of these factors must be considered
Both statute and the common law contain when we ask the question 'Is the defendant
rules about the situations in which people in breach of the duty of care?
are liable for their acts and their omissions.
a Negligence is.... d Omissions are...

b The duty of care is... e To omit to do something means...
c Acts are….. f Reasonably Foreseeable means...
g Objective means... h Subjective means...
not to do that particular thing. (1) not being careful enough. It is similar in
predictable. Something that I anticipate meaning to 'carelessness'. (5)
might happen as a result of my conduct. (2) the duty not to harm other people. However,
things that I actively do. (3) this duty is limited depending upon the
influenced by your own, personal feelings situation in which the harm is caused. (6)
and opinions when you have to decide not influenced by your own feelings when
something. (4) you have to decide something, (7)
things that I do not do. (8)
Exercise 2
Read the information in Exercise 1 again and decide if the following statements are true or false.
a Negligence is the tort that most legal action under the law of True False
tort is based upon.
b I am not liable for omissions under the law of tort. True False
c All of the rules about liability under the law of tort come from True False
the common law.
d I do not owe a duty of care to everyone under all True False
circumstances.
e A defendant can always escape liability by saying that he did True False
not personally foresee the harm that the claimant suffered.
Exercise 3
Complete the following sentences with the correct prepositions.
a In the UK the majority of cases are based………………. the tort of negligence.
b I am bringing a claim against my doctor………….. negligence.
c An omission is a failure to do what a reasonable person would do ……….. the same
circumstances.
d I am only liable for breaching my duty of care to people………………..certain situations.
e The test to decide if something is reasonably foreseeable or not is an objective test, which
means it does not matter what the defendant was thinking……………the time when he or she
caused the harm.
MORE ABOUT NEGLIGENCE

Exercise 1
Read this information about some of the general principles of the tort of negligence. The most
important words are in the key vocabulary below. Match the questions that follow this
information with the answers that are provided.
Key vocabulary
⚫ remote damage ⚫ proof of damage ⚫ deterrent ⚫ redress
⚫ actionable per se ⚫ negligent conduct ⚫ compensation ⚫ damages
The rules in the law of tort conceming deterrent is something that persuades at
negligence aim to compensate anyone who person not to behave in a particular way. For
suffers harm. However, these rules have example, the idea of prison may act as a
another purpose. They aim to act as a deterrent to a person who considers
deterrent against negligent conduct. A committing a criminal act. The principles of
the tort of negligence are designed to act as a duty of care to the claimant. If there is no
a deterrent against negligent conduct. duty of care, then there is no claim. Then the
Negligent conduct is behaviour that might court considers whether or not that duty of
lead to harm. care was breached. If there was a breach,
However, when a person is guilty of was the harm that the claimant suffered
negligent conduct then it may be necessary reasonably foreseeable? If the harm was not
to make a claim against that person. A court reasonably foreseeable then a lawyer will
will look at the evidence and decide if the describe it as remote damage. The claimant
claimant is entitled to redress. The verb 'to is not usually entitled to redress for remote
redress' means to correct something that is damage.
unfair, usually by putting the claimant back Some torts require proof of damage. In other
in the position that he or she was in before words, the claimant must prove that the
the negligent conduct happened. The noun defendant's conduct caused harm. However,
'redress' has a very similar meaning to some. torts, such as libel, are actionable per
compensation. Redress usually takes the se. If conduct is actionable per se, it means
form of damages. Lawyers often. talk about that the claimant does not need to provide
being 'entitled to redress'. This means being proof of damage. The phrase 'per se' is
entitled to receive compensation or Latin. In English, per se means "by itself".
damages. Lawyers do not say 'entitled to a The fact that the defendant committed the
redress". tort is enough for the claimant to be entitled
As we already know, a court first of all to redress.
considers whether or not the defendant owed
a What is a deterrent? e What is proof of damage?

b What is negligent conduct? f What does it mean if something is
c What does redress mean? actionable per se?
It means the same as compensation. (1) It is something that is designed to make
It means that the claimant can make a claim people not do a particular thing or not
for the thing that happened without any behave in a particular way. (4)
evidence of actual harm. (2) It is careless behaviour that is likely to cause
It is evidence that the claimant actually harm to another person, (5)
suffered real harm, such as physical harm or It is damage that the defendant could not
loss of money. (3) reasonably foresee. (6)
d What is remote damage?
A FAMOUS CASE IN ENGLISH LAW
Exercise 1
Read this information about a famous case from the law of tort in England. Answer the questions
The 'McLibel' case
On 15 February 2005, the longest case in that record what happened in court. 130
English legal history came to an end. The witnesses gave oral evidence to the court.
case lasted for an amazing nine years and six This case was based upon the law of tort.
months, the longest case in either criminal or The case was famous all over the world
civil legal history. There were 313 days of because of the nickname that people gave to
legal argument in court and 20,000 pages of it. This nickname was 'the McLibel case'.
court transcripts, which are the documents The claimant in the McLibel case was of
course, McDonald's, the chain of fast food In 1990 McDonald's issued a claim against
restaurants. The case was so famous that the Helen and David on the grounds of libel.
word 'McLibel' now appears in some The company did not need proof of damage,
respected English dictionaries. as libel is actionable per se. The libel trial
The facts of the case are as follows. The started in 1994. There was no judgment until
defendants in this case, Helen Steel and three years later. Helen and David were
David Morris, belonged to a group of people found to be guilty of libel. In 1999 Helen
who were worried about the environment and David appealed, but again they were
and about the way that certain large ordered to pay damages to McDonald's.
corporations were behaving in relation to the Helen and David refused to pay the
environment. The group decided that the damages. They decided instead to appeal to
best way to tell the public about this was to the European Court of Human Rights in
give out leaflets containing information Strasbourg. Two barristers from England
about the problem. In 1990, Helen and represented Helen and David in Strasbourg,
David stood outside several McDonald's The Strasbourg court made a decision that
restaurants in London. They gave leaflets to changed English law. The court decided that
people who were in the area. The title of the the English courts followed the correct
leaflets was "What's wrong with procedure but that nevertheless, the trial in
McDonald's: Everything they didn't want England was unfair. This was mainly
you to know'. because Helen and David were poor
The problem was that the leaflets contained compared to a big corporation such as
some very controversial claims. For McDonald's, which meant that they could
example, the leaflet said that McDonald's not pay for an expensive legal team. As a
was partly to blame for the destruction of the result of this, Helen and David's defence
rainforests. It also claimed that McDonald's' was not so well prepared. The court also
food was unhealthy and eating too much of ruled that Helen and David's right to free
this food could give people health problems expression was violated.
later in life. The court awarded Helen and David
damages of nearly £47,000.
A FAMOUS CASE IN ENGLISH LAW

Exercise 1
Read this information about a famous case from the law of tort in England. Answer the questions
The 'McLibel' case
a How long did the 'McLibel' case last?
Answer:…………………………………………………………………………………………..
b Who was the claimant in this case?
Answer:…………………………………………………………………………………………..
c Who were the two defendants in this case?
Answer:…………………………………………………………………………………………..
d What global issue were Helen and David worried about?
Answer:…………………………………………………………………………………………..
e How did Helen and David tell the public about their worries?
Answer:…………………………………………………………………………………………..
f What claim did Helen and David make concerning McDonald's and the environment?
Answer:…………………………………………………………………………………………..
g Why did McDonald's not need proof of damage?
Answer:…………………………………………………………………………………………..
h What was the decision of the court of first instance?
Answer:…………………………………………………………………………………………..
i Why did the European Court decide that Helen and David's defence was not so well prepared as
McDonald's' claim?
Answer:…………………………………………………………………………………………..
j What other ruling did the European Court of Human Rights give in this case?
Answer:…………………………………………………………………………………………..
VOCABULARY CHECK
These are the important words that you have studied in Unit 5A. You should make sure that you
know these words before you go on to Unit 5B.
act
actionable
assault
battery
compensate
compensation.
conduct
damage
damages
defamation
deterrent
duty of care
false imprisonment
foreseeable
harm
heads of tort
intention
liable
libel
negligence
negligent
nuisance
objective
omission
omit
overlap
per se
principle of law
proof
redress
remedy
remote
slander
subjective
tort
tortfeasor
trespass
wrong

Exercise 1
Here is a conversation between a lawyer and his client. The conversation is mixed up. Put the
conversation in the correct order. Write your answers in the boxes numbered 2-9 below. There is
an example at he beginning (+), which is the start of the conversation.
(*) Good morning Mr Decker. Thank you for coming to see me today. I understand that you have
a complaint about a newspaper story concerning you and your family published on 5 September.
a That's good news. I'm glad that I'm entitled to do something about this. And I'm certainly sure
that this story damaged my reputation. But what does sue mean? Will the person who wrote this
story go to prison?
b Is that the same as compensation?
c That would be the grounds if the untrue story about you was spoken and not written. In this
situation however, we have good grounds for a defamation claim based upon libel.
d No. In England this type of thing is not a criminal matter. It is what we call a tort. It's a type of
civil wrong. The punishment for the person who published the story will almost certainly be that
he or she has to pay you damages.
e Really? I thought the grounds would be slander.
f Yes, that's correct. The story was in a London newspaper on 5 September and again in a
magazine called "Celebrity Gossip' on 7 September. My wife is very upset about it. We're trying
to make sure that our children do not see the story, but it is difficult. Because I'm a professional
footballer, my family are often in the newspapers and millions of people seem to be interested in
our personal lives.
g Yes, it is. Both are a payment of money that the court considers will compensate you for the
harm that the story did to your reputation. In this case the story was in written form, so we will
sue them on the grounds of libel,
h I see. I understand that protecting your family is very important to you. As a professional
sportsman, people are naturally interested in what you do. However, no one is allowed to say or
write anything untrue about you that causes damage to your reputation. When this happens, you
have the right to sue.
(1) (*) (2) (3) (4) (5) (6) (7) (8) (9)
Exercise 2
Read the text below. There are ten words missing from the text. In the spaces below, write the
missing words. The first letter of each word has been provided for you. There is an example at
the beginning (*).
THE LAW OF TORT
The law of tort compensates people who suffer a civil wrong. The formal name for a civil wrong
is a (*) ……….. Several different categories of tort exist under English law. Lawyers refer to
these categories of tort. These divide easily into two main types. They are torts relating to people
and as 'the (1)………..torts relating to land.
The tort that deals with being on another person's land without his or her permission is known as
the tort of (2) …………..to land. This tort also includes placing objects on another person's land
without that person's permission. The second tort relating to land is the tort of (3)
…………..This is the tort of interfering with someone's enjoyment of his or her own land. The
usual complaints from claimants in this area are noise, pollution or bad smells. All of these are
unacceptable when they last for a long period of time.
The second category of tort deals with a person's (4)……………….. that causes harm to another
person. Most cases in this area are on the grounds that the defendant was negligent. The
unacceptable behaviour can be an act or an omission. An omission is a (5)……………to do
something that a normal, reasonable person would do under the same circumstances. However,
the law places a limitation upon liability for negligent acts or omissions. The law says that a
person only owes a duty of (6)…………to another person in situations where it was reasonably
(7)………………that the act or omission would cause harm.
The law of tort is concerned with the idea of redress more than with the idea of punishment. The
main aim of the law of tort is to (8)……………the injured party. In cases where the defendant
has liability for causing harm, the law offers the claimant a (9)……………This means the
claimant receives a solution for the wrong that he or she suffered.
In a case involving tort, the defendant, who is referred to by the formal name of a (10)
…………….will usually have to pay damages to the claimant if he or she is guilty of causing
harm.
(*) tort
(1) h (6) C
(2) t (7) f
(3) n (8) C
(4) c (9) r
(5) f (10) t
Exercise 3
Read the following article and decide if the statements under it are true or false. Write your
answers in the box below. There is an example at the beginning (*).
Colleen Corr is Irish. At the moment she lives in London. Colleen is a lawyer. She works in a
bank. She works in the bank's legal department as a case manager. The bank that Colleen works
for has a contract with a large catering firm to provide a restaurant service for all members of
bank staff. Anyone who works for the bank can either eat in the restaurant or buy a meal from
the restaurant to take away and eat at his or her desk,
In December of last year, Colleen bought a salad in a plastic container from the restaurant and
because she was busy, she took the salad to her desk to eat while she continued to work. As she
was eating. Colleen bit a hard object that was in the salad. The object was a small stone. Colleen
broke a tooth as a result of biting the stone. Colleen had to visit the dentist and the bill was £630.
Colleen complained to the catering company but the manager of the catering company says that
it accepts no liability for Colleen's injury. Colleen is now suing the catering company on the
grounds of negligence. She is claiming the cost of visiting the dentist and an additional amount
of £100 for her pain and suffering.
Example
(*) Colleen Corr is not English.
1 Colleen Corr works as the general manager of a bank.
2 The bank has a contract with a catering company to provide food for bank employees.
3 Colleen was eating in the bank's restaurant when she damaged her tooth.
4 Colleen is not suing her employer for negligence.
5 The total amount that Colleen is claiming is £730.
(*) TRUE (1) (2) (3) (4) (5)
5B. THE LAW OF TORT
AN INTRODUCTION TO THE LAW OF TORT
Exercise 1
Ann Edington is a professor in the law department at the University of Chatsworth. She is giving
a lecture to the first-year law students on the subject of the law of tort. Here are Ann's notes for
her lecture. Fill in the gaps in the text with a word from the box below.
⚫ remedy ⚫ deterrent ⚫ damages ⚫ distress ⚫ wronged
⚫ redress ⚫ incurred ⚫ proof ⚫ breached ⚫ care
Lecture notes - an introduction to tort
The word 'tort' comes from the latin term 'tortus", which means "twisted". From there it came to
mean 'wrong', as the word continues to be used in French. In English, the word 'tort' is only used
as a technical term by lawyers. The law of tort is the law that deals with civil wrongs. Some law
textbooks describe the law of tort as 'the law of wrongs".
What is the purpose of this area of law? Many lawyers describe this as the most disorganised
area of law. It has even been described as "the dustbin of law', meaning that it is the place where
all of the problems that other areas of law cannot deal with will eventually arrive. However, the
principal purpose of the law of tort is to provide a (a) …………….. to those who have been (b)
……………… by others. Some of these wrongs might be covered by criminal law or by contract
law as well as by the law of tort, but some might not be. However, people are not liable for
wrongs to others in every situation in life. Let's say that person A harms person B in some way.
Is person B entitled to what lawyers call "(c)……………"? It is certainly not automatic that
person B can make a claim against person A according to the law of tort. It depends on the type
of harm that has been caused and under what circumstances. The law of tort is based upon
principles that have developed over many years. These principles explain what lawyers refer to
as 'tortious liability. This is where one person or organisation has a duty in the eyes of the law
not to harm another in any way. This duty is called a duty of (d) …………..To make a successful
claim against someone according to the law of tort, you must first of all establish that:
⚫ the person who has harmed you owed a duty of care to you, and
⚫ the duty of care was (e)……………….
In some cases you also need to provide the court with (f)……………. of harm, but in other cases
just proving that the duty of care was breached is enough.
The main objective of the law of tort is not to punish the wrongdoer, but to compensate the
injured party. This compensation usually takes the form of a payment of money that is referred to
as (g) …………. Let's say that person A is driving dangerously and causes harm to person B by
crashing into his car. In this example, person A has an automatic duty of care not to harm anyone
in this way and that duty has been breached. A court might award damages to cover the cost of
buying a new car. It might also award damages for any other expenses that person B has (h)
………….such as loss of earnings if he is unable to go to work. The court also might add a
certain amount of damages to the sum awarded for things that are difficult to measure, such as
person B's pain and suffering. The phrase moral damage is not used in English to describe this
kind of suffering. We usually describe it as 'pain and suffering' or 'emotional (i)……………….
Some lawyers think that the law of tort also acts as a (j) ………….. in that people think twice
before behaving in a way that could lead to harm.
Exercise 2
Complete the sentences below with the correct words from the box in Exercise 1.
a My client was seriously…………….. by the story that you printed about her in your magazine
and she is considering legal action against you.
b According to English law you have a duty of ……………. to every citizen not to harm them in
any way
c The grounds of our claim against you are that you have……………………. your duty of care
to my client.
d The court awarded my client………………. in the amount of £15,000 in her libel case against
Gossip magazine.
e The judge said that he hoped the amount awarded would act as a……………… to any
journalists in future who are thinking about publishing a story that might not be true.
f Libel does not require……………… that any damage has occurred as a result of the tort. It is
actionable in court per se.
g My client admits that his conduct was a breach of the duty of care that he owes to your client.
He also acknowledges that your client is entitled to some kind of…………… probably in the
form of damages, to compensate her for her loss.
h My client has………………..expenses totalling £8,500 as a result of your client's negligent
driving. This amount includes my client's loss of earnings for the period in question.
i We will be claiming damages totalling £12,000, which includes an amount to cover the
emotional……………………that my client has suffered as a result of your breach of duty.
j Your client was at fault in this situation and the law will provide my client with a ……………
if you do not settle the matter out of court.
Collocation bank
⚫ to provide a remedy ⚫ to be entitled to damages ⚫ loss of eamings
⚫ to award damages ⚫ to incur expenses ⚫ to act as a deterrent
Preposition bank
⚫ to be liable for something “The amount of damages awarded will
depend on the amount of earnings you have
'You are liable for the results of your breach
lost."
of duty of care."
⚫ under certain circumstances
⚫ to depend on something
'Under the circumstances your client is at "You have an automatic duty to every other
fault." citizen not to cause them harm because of
your conduct."
⚫ to be entitled to something
'My client is entitled to redress." ⚫ to cause harm to someone.
"Your client's negligent conduct was the
⚫ to have a duty to another person
cause of the harm to my client."
WHAT IS TORTIOUS LIABILITY?

Exercise 1
Ann Edington's second lecture on the law of tort is about tortious liability. Here are the notes
that Ann has prepared for her lecture. Read what Ann is planning to say to her students about
tortious liability and decide whether the statements that follow are true or false.
Lecture notes - tortious liability
It is very difficult to give an exact definition of what tortious liability is. Lawyers and academic
writers do not seem to be able to find a clear definition upon which they agree completely. In
general, it is liability for harm that is caused to another person due to a breach of a duty of care.
Let us now look at some important aspects of tortious liability.
⚫ Some tortious liability arises from the common law and some from statute.
⚫ All citizens within a particular jurisdiction have a duty of care automatically imposed upon
them by the law of tort. In this way, it is very different from contract law, in which the parties to
a contract assume their obligations voluntarily. For example, the law of tort in England imposes
an automatic duty upon every citizen not to go onto anyone else's land without his or her
permission. There is no need for any two individuals to agree privately upon this. The parties
concerned may not have had any contact with each other at all before the tort of trespass to land
is committed. In this respect, it is much the same as in criminal law.
⚫ The law of tort will impose liability where a person has acted in a certain way, or failed to act
in a certain way if the law requires it. This means that liability in the law of tort can arise as a
result of either act or an omission.
⚫ It is also possible according to the law of tort to be liable for the acts or omissions of another
person with whom you have a certain relationship. An employer, for example, can sometimes be
held liable for the acts or omissions of his or her employees. This type of liability is called
vicarious liability.
⚫ Most of the tort claims that are brought are based on fault. This means that the defendant has
done something wrong. This fault can consist of having an intention to commit a wrong, but
negligence is often enough to establish fault.
⚫ Some torts are based on what lawyers call 'strict liability'. This means that there is liability. in
certain situations independent of any fault. The defendant in any situation, known as the
tortfeasor, will be liable even though harm to the claimant happened without intention or
negligence. For example, let's say a defendant keeps something on his or her land that is
dangerous, such as a harmful chemical. The chemical escapes, due to no fault of the defendant,
and causes harm to neighbours. This is called a breach of a strict duty. The defendant is liable
even though he or she is not at fault.
⚫ Most torts require proof of damage suffered. In addition, that damage must not be too remote
as a consequence of the defendant's behaviour. However, some torts do not require proof of
actual damage. Libel is an example of this. If I write something about someone that is not true,
that person does not need proof of damage to bring an action against me under the law of tort.
a According to English law the liability that arises in the law True False
of tort comes from both statute and the common law.
b It is possible to bring a case against someone under the law True False
of tort without having any kind of private agreement or
contract with that person.
c It is impossible to be liable under the law of tort because True False
you haven't done something.
d It is impossible to be liable for the actions of another True False
person under the law of tort.
e It is not always necessary to be guilty of some fault to be True False
liable for a tort.
Exercise 2
Look at Ann Edington's lecture notes on tortious liability again. Find the words or phrases in the
notes that match each of the following meanings.
a The duty that every citizen owes to every other citizen, according to the law of tort.
The word or phrase is……………………………………………………………………………….
b The name for the general responsibility for harm caused to other people according to the law of
tort.
c The tort of entering onto someone else's land or property without that person's permission.
d A word that means a failure to do something that it is your duty to do.
e The name of the particular responsibility that one person might have for another person's acts
or omissions according to the law of tort.
f A lack of proper care or not fulfilling a duty that it is your obligation to fulfil which results in
harm to another.
g The name of the particular responsibility that every citizen owes to every other citizen
regardless of whether he or she is guilty of any intention or negligence when causing harm.
h A person who has breached the duty of care and has caused harm to another person as a result
of that breach.
i A word meaning 'distant' or 'far away'.
j A published statement that is not true and which damages someone's reputation as a result of
being published.
Collocation bank
⚫ to impose a duty of care ⚫ to be held liable for ⚫ remote damage
upon someone something
⚫ to owe someone a duty
⚫ to assume an obligation ⚫ to commit a tort
voluntarily
Preposition bank
⚫ to arise from the common law or statute ⚫ the tort of trespass to land
'Many of the principles of the law of tort 'Going onto someone's land without their
arise from the common law." permission is known as trespass to land."
⚫ a duty imposed upon someone ⚫ to have proof of something
'Statute imposes a duty upon you concerning "Some torts are actionable without proof of
your liability for any products that you sell damage."
to the public.'
SOME CATEGORIES OF TORT

Exercise 1
Several different types of tort exist in the UK and the USA. Some of these categories of tort are
listed in the box below, together with areas of liability arising under the law of tort. Match each
type of tort or area of liability with the situations that follow.
occupier's liability (1) defamation (5)
vicarious liability (2) employer's liability (6)
product liability (3) trespass to land (7)
nuisance (4) false imprisonment (8)
a 'I own a factory where bread and cakes are manufactured. I did not provide my workers with
the special gloves that they need when they are taking things out of the ovens. One of my
workers has suffered very serious burns to his hands and arms as a result."
b 'My neighbour has started to keep animals in her garden. She has some hens and a small pig.
The noise and the smell are terrible."
c 'I own a company that transports goods by lorry. Last week one of my drivers was in a petrol
station during his working hours. He lit a cigarette and threw away a lighted match, which
caused an explosion."
d 'I bought my son a toy from a company on the Internet. The toy is a battery-operated train.
When the train was switched on the batteries became extremely hot and my son burnt his hand
when he was playing with it."
e I own a magazine that contains a lot of gossip about celebrities. Last month my magazine
printed a story that said a local footballer here in Chatsworth had kept some money raised at a
charity event for homeless people. I now know that the story was completely untrue."
f 'I study geography at the University of Chatsworth. Last week the whole class had very bad
results on a test. The professor was furious. He locked the door of the lecture room and he
refused to let anyone out of the room until he had finished speaking to us. He kept us there for
one hour after our usual time.'
g 'I went into a bar last week with some friends and I slipped on some beer that was on the floor.
When I fell I cut my hand on some broken glass. Another customer in the bar told me that a man
had dropped a bottle of beer there about 20 minutes earlier. The bar staff had been told that there
was beer and broken glass on the floor, but they had been too busy to clean it up."
h"My neighbour walks across my land as a shortcut to the shops. I have been asking him to stop
doing this for months now, but he doesn't listen to me."
LISTENING
Exercise 1
Listen to this professor who is giving her students a lecture. It is an introduction to the law of
tort. Listen to the lecture and answer the following questions.
a The professor says that some people give the law of tort a different name. What is it?
Answer:……………………………………………………………………………………………
b What is the meaning of the word 'redress"?
Answer:……………………………………………………………………………………………
c What do the majority of claimants want when they bring an action to court under the law of
tort?
Answer:……………………………………………………………………………………………
d The professor says that damages are one form of redress that the courts can offer to an injured
party. What is the other remedy that she mentions?
Answer:……………………………………………………………………………………………
e How does the professor define the tort of nuisance?
Answer:……………………………………………………………………………………………
f What does the professor say is the correct term for a person's liability in the law of tort?
Answer:……………………………………………………………………………………………
g The professor mentions an automatic duty that the law imposes upon everyone. What is the
name of this duty?
Answer:……………………………………………………………………………………………
h The professor mentions two ways in which a person has a duty under the law of tort not to
harm another. One duty is not to harm a person physically. What is the other duty that she
mentions?
Answer:……………………………………………………………………………………………
i The professor mentions that the law of tort and the law of contract overlap in some ways. She
ffdconcurrent liability in tort and criminal law. In the professor's example, what did the company
supply to the consumers?
Answer:……………………………………………………………………………………………
j How does the professor say that some legal commentators have described the law of tort?
Answer:……………………………………………………………………………………………
THE TORT OF NEGLIGENCE

Exercise 1
Most tort cases in England and the USA are based upon the tort of negligence. Read the
following text about the tort of negligence. Fill the gaps in the text with a verb from the blue box.
⚫ expect ⚫owe ⚫ do ⚫ contribute
⚫ ask argue ⚫ agree ⚫ establish ⚫ ask
Under what circumstances is a person or ⚫ Did the defendant (c)………….. the

organisation guilty of the tort of negligence? claimant a duty of care?
Unfortunately, the definition of the legal
term 'negligence' varies according to which ⚫ Was that duty of care breached?
book or legal dictionary you are reading. ⚫ Did the defendant's breach cause, or
The legal term "negligence' has a much materially to, the damage suffered by (d)
more complex meaning than the general …………. the claimant?
English meaning of the word. However,
If the answer to all three questions is 'yes',
most lawyers (a) …………. upon the idea
then the defendant has been negligent in the
that in order to establish negligence in a
legal sense of the word.
particular situation we must (b)
…………….three fundamental questions. To whom do I owe a duty of care? The case
These are: law in this area is complicated. However,
there is a principle of English law that says something which a prudent and reasonable
that I owe a duty of care to anyone in man would not do."
situations where it is reasonably foreseeable Again, the question of whether or not I have
that my act or omission might cause harm to breached my duty of care has been decided
another person. In other words, it is a by an objective test. What would an
defence to an allegation of negligence to (e) ordinary, reasonable person do under the
………… that no reasonable person. would same circumstances?
have anticipated that my act or omission
would cause harm. Finally, in order to firmly (h)……….
negligence, the claimant must demonstrate
Assuming that I can reasonably anticipate that the negligent act of the defendant was
the result of my act or omission, what the main cause of the damage complained
standard of care does the law (f)………… of. A court will often ask:
from me? How do I know when I have
breached my duty of care? To answer this ⚫ Was the chain of causation broken at any
question, most English law students are time?
asked to remember the general principle of ⚫ Would the harm that the claimant
negligence provided by a judge named suffered have happened anyway, even if the
Alderson in the case of Blyth v Birmingham defendant had not acted in a particular way?
Waterworks (1856). The judge said:
⚫ Even where there is a clear chain of
'Negligence is the omission to (g)
causation, was the damage too remote, in
………………… something which a
other words, not reasonably foreseeable by
reasonable man, guided upon those fations
the defendant?
which ordinarily regulate the conduct of
human affairs, would do, or doing In conclusion, establishing that someone has
been negligent is not as straightforward as
the general public might imagine.
Collocation bank
⚫ to establish negligence ⚫ to suffer damage ⚫ the cause of damage
⚫ reasonably foreseeable ⚫ to allege negligence ⚫ a chain causation
Preposition bank
⚫ to act in a way ⚫ foreseeable by someone
"Your client acted in a particular way that The damage was reasonably foreseeable by
caused harm to my client." your client."
⚫ in order to do something ⚫ to be guilty of something
'In order to establish negligence we must The defendant was guilty of committing this
show that the defendant breached his duty of tort."
care to you."
Exercise 2
Read the text in Exercise 1 again and decide if the following statements are true or false.
a The legal meaning of the word 'negligence' is more True False
complicated than the general, dictionary meaning as the
public would understand it.
b According to English law, I owe a duty of care to all other True False
citizens in all situations.
c The test of whether or not one person owes another person True False
a duty of care is an objective one.
d The definition of negligence in this text from the year 1856 True False
comes from the common law.
e In cases where there is a clear chain of causation between True False
the defendant's conduct and the claimant's harm, the
defendant will always be guilty of negligence.
Exercise 3
Complete the following sentences on the subject of negligence with a preposition from the box
below
⚫ by ⚫ under ⚫ upon ⚫ of
a Do we agree……….the fact that your client owed my client a duty of care?
b We must ask ourselves what a reasonable person would have done……….those circumstances.
c The defendant did not take reasonable care when using dangerous chemicals and so he is
guilty……………..behaving negligently.
d The damage caused to the claimant was not reasonably foreseeable………….the defendant.
e…………………….what point do you think that the chain of causation was broken?
THE MOST FAMOUS TORT CASE

Exercise 1
Read this text about a very famous case in the law of tort and answer the questions that follow
using a full sentence.
There is a particular case that almost every popular at that time. In doing so they began
lawyer in every common law system in the the events that would change legal history
world is familiar with. This is the famous forever.
case of Donoghue v Stevenson. The facts of The ginger beer was manufactured by Mr
the case are as follows: David Stevenson of Paisley. It came in what
On 26 August 1928, Mrs May Donoghue of was described as an "opaque" bottle, so
Glasgow left her home to make the short unfortunately no one no one was able to see
journey into Paisley, a neighbouring town. what was in the bottle until the contents
Upon arriving in Paisley, Mrs Donoghue were poured out. The café's proprietor, Mr
met a friend at Minchella's café at 1 Francis Minchella, poured part of the ginger
Wellmeadow Street. Her friend ordered and beer onto Mrs Donoghue's ice cream to
paid for a pear, an ice-cream and a bottle of make what is known as 'an ice cream float".
ginger beer, which is a drink that was very
Mrs Donoghue apparently began to eat with The only person she could possibly sue was
enthusiasm. David Stevenson, the manufacturer of the
What happened next was the basis for the ginger beer. The question was, on what
entire case. It is said that when Mrs grounds?
Donoghue's friend was pouring out the rest Mrs Donoghue was advised by a remarkable
of the contents of the bottle into a glass, he solicitor, Walter Leechman, of Leechman
or she saw floating out of the bottle what and Co, Glasgow. Mr Leechman decided to
seemed to be the partly decomposed remains proceed with Mrs Donoghue's case, even
of a snail. Mrs Donoghue claimed she was though there was no legal precedent for such
made ill by what she had seen. Certainly, an action. The basis of the claim was simple.
she had medical treatment from her doctor It was that any manufacturer of a product
three days later for gastro-enteritis, and intended for human consumption must be
again three weeks later, on 16 September liable to the consumer for any damage
1928, at the Glasgow Royal Infirmary. She resulting from a lack of reasonable care to
also claimed that she had suffered from ensure that the product is fit for
'nervous shock". consumption.
If it had been Mrs Donoghue's mysterious The case proceeded through various appeals
friend, (he or she was never named), rather to the highest court in the land, the House of
than Mrs Donoghue herself who had Lords. The Lords decided in favour of Mrs
suffered the effects of the ginger beer, then Donoghue, and so it happened that a new
the legal world would probably have heard precedent was established and a lady who
nothing about it. The friend could have sued said she was 'not worth five pounds in all the
Mr Minchella because there was a contract world' became the reason why, these days,
of sale between them, of which Mr millions of pounds and dollars have been
Minchella was clearly in breach. However, won by claimants based on the tort of
there was no contractual relationship negligence.
between Mr Minchella and Mrs Donoghue.
a Where was Mrs Donoghue from?
Answer:…………………………………………………………………………………………….
b What was the address of the café where the incident happened?
Answer:…………………………………………………………………………………………….
c Why was no one able to see the contents of the bottle of ginger beer before it was poured out?
Answer:…………………………………………………………………………………………….
d What did Mrs Donoghue claim to have found in her bottle of ginger beer?
Answer:…………………………………………………………………………………………….
e What physical illness was Mrs Donoghue treated for soon after her visit to the café?
Answer:…………………………………………………………………………………………….
f What was the name of the hospital where Mrs Donoghue was treated?
Answer:…………………………………………………………………………………………….
g What second serious effect did Mrs Donoghue claim the incident had caused?
Answer:…………………………………………………………………………………………….
h Why could Mrs Donoghue's friend have sued Mr Minchella if he or she had drunk the ginger
beer?
Answer:…………………………………………………………………………………………….
i Why was it so surprising that Mr Leechman decided to take this case to court?
Answer:…………………………………………………………………………………………….
j This case established that a duty of care exists in English and Scottish law between
manufacturers and which other general group of people?
Answer:…………………………………………………………………………………………….
USING YOUR KNOWLEDGE

Collocation review
Complete these sentences with a collocation that you have seen.
a The judge………………the claimant damages of £12,000.
b As my client has been unable to work, she will be making a claim based on her ……………..
of earnings. This amounts to £3,500.
c Some legal professionals think that the law of tort…………as a deterrent in that it makes
people think very hard about the consequences of their actions and may stop some people from
doing potentially damaging things.
d The law…………… a duty of care on all employers to make sure that their employees work in
a safe environment.
e The judge decided that the defendant…………….. a duty of care to the claimant and that the
defendant had breached that duty.
f Each party to a contract……………..his or her obligations voluntarily, but in the law of tort
obligations exist whether people want to have them or not.
g In order to………………. that there has been negligence, the claimant must first satisfy the
court that the duty of care has been breached.
h My client………………………damage to her health as a result of your client's negligence.
i My client could not have anticipated the result of her conduct and we deny that the harm that
she caused was reasonably………………..
j My client's conduct was not the direct cause of the damage to your client's financial loss, as the
…………….. of causation was broken by several other events.
Vocabulary review
Complete these sentences with a word that you have seen.
a English speakers do not use the phrase 'moral damage' to describe a claimant's suffering but
describe this type of suffering as emotional,…………………………
b The name of the general liability that people have according to the law of tort is………………
liability.
c The name of the liability that one person might have for the acts and omissions of another
person is called liability.
d The name of the liability that requires no proof of harm but is actionable per se is known
as……………….liability.
e The person or organisation that has committed a tort is formally known as a…………………
f The tort of interfering with someone's enjoyment of his or her land by, for example, making a
lot of noise is known as………………
g Libel and slander are collectively known as the tort of………………..
h. The tort of going onto someone's land without his or her permission is known as
………………. to land.
i The usual………………..that is available to the claimant in tort cases is an award of damages,
which must be paid by the defendant.
j If the damage caused to the claimant by the defendant's conduct was not reasonably foreseeable
then a court might describe this as…………..damage.
Preposition review
Complete these sentences with the correct preposition.
a Each citizen within a particular jurisdiction is liable………………any breach of his or her duty
of care.
b If you cause harm……………..someone as a result of a breach of the duty of care then you
will probably be ordered to pay damages to that person.
c The amount of damages that you have to pay will be dependant …………. the circumstances
of the case.
d My client is entitled……………..redress for the harm that she has suffered.
e Many of the principles of the modern law of tort arose ………….. the facts of the case of
Donoghue v Stevenson.
f Many of the obligations that we have under the law of tort are imposed upon
us………….statute.
g Do we agree………the fact that your client was liable for this accident?
h There was no break in the chain …………… causation and your client was directly responsible
for my client's loss.
i Mrs Donoghue met her friend at a café………………the town of Paisley.
j When Mrs Donoghue's case went to court there was no legal precedent,…………….such an
action.
TOLES HIGHER EXAM PRACTICE
Exercise 1
There is a word or phrase missing from the following sentences. For each sentence circle the
word which best fits into the space from the options provided. Do not mark more than one
answer for each sentence. There is an example at the beginning (*).
Example As well as compensating people who have suffered a loss, the law of tort is intended to
act as a (*) to harmful conduct.
1 According to English law, each citizen has a duty of (1) ………… to other citizens under
certain circumstances.
2 The liability that people have under the law of situations where no proof of damage is required,
is tort known as (2)…………….liability.
3 The main objective of the law of tort is to compensate the (3) …………… party for the harm
that he or she has suffered.
4 The phrase 'emotional (4)…………… is used by lawyers in England to describe a client's
mental pain and suffering.
5 People have no choice as to whether to accept liability under the law of tort, as the law (5)
………….. this liability upon them.
6 In negligence cases, a claimant will only be compensated for harm that is reasonably (6)
…………….. by the defendant.
7 In some negligence cases the claimant is refused a remedy on the grounds that the harm he or
she has suffered is too (7)……………
8 The liability that people have in the law of tort in situations where one person can be liable for
the acts and (8)……………. of another is known as vicarious liability.
9 The act of going onto someone's land without their permission is known as the tort of (9)
………..
10 The tort of defamation has two forms, which are slander and (10)……………
(*) A prevention B deterrent C warning D caution
(1) A carefulness B caution C care D watchfulness
(2) A absolute B total C definite D strict
(3) A injured damaged C defective D hurt
(4) A damage B misery C torture D distress
(5) A puts B imposes C forces D compels
(6) A anticipated B foreseeable C probable D predictable
(7) A distant B isolated C far D remote
(8) A errors B failures Comissions D oversights
(9) A intrusion B trespass C invasion D disturbance
(10) A criticism B falsehood C libel D fiction
Exercise 2
Read the following sentences that have a preposition missing from them. For each sentence
circle the preposition that best fits into the space from the options provided below. Do not mark
more than one answer for each sentence. There is an example at the beginning (*).
Example My client was seriously harmed by your conduct and he is entitled to sue you (*)
grounds of negligence.
1 The court awarded damages to the hotel (1)………. the amount of £10,000 after the magazine
published a defamatory story about events that happened in its kitchen.
2 The grounds of our claim (2)…………… your client are that your client's story in the Daily
Journal amounted to defamation.
3 My client will be claiming for his loss (3)……….. eamings for the entire period that he could
not work.
4 In some cases an employer is liable (4)…….. his employees' acts and omissions.
5 A manufacturer of goods is liable (5)………… the consumer for the safety of those goods.
6 My client has suffered emotional distress (6)…….a result of your client's conduct.
7 The amount of damages that you are awarded will depend (7) ………. the amount of harm that
you have suffered.
8 An omission is a failure to act (8)…………a certain way.
9 The law of tort says that you have a duty (9)………….. other people.
10 Several of my neighbours walk (10)…………….my land as a shortcut and I would like them
to stop.
(*) A on B for C with D to
(1) A for B on C in D into
(2) A with B against C of D to
(3) A from B to C in D of
(4) A to B with C by D for
(5) A to B with C by D for
(6) A with B for Cas D for
(7) A by B on C into D to
(8) A in B for C to D on
(9) A for B with C to D by
(10) A across B to C in D against
Exercise 3
Listen to this conversation between a lawyer and her client. Decide if the following statements
are true or false.
1 A friend of Mr Kelly recommended Miss Armstrong because she has a good reputation in
defamation cases.
2 Mr Kelly and his wife have moved to France to escape from the terrible rumours about his life.
3 FriendsAgain.com is a website where old school friends can chat.
4 Most of Mr Kelly's pupils were French and German.
5 Gary Hetherington's father was angry with Mr Kelly when Gary was expelled from the school.
6 Mr Kelly has emailed the untrue comments from the website to Miss Armstrong.
7 Mr Kelly was dismissed from his job at St Bernadette's school.
8 Jim Murray was libelled on the same website as Mr Kelly.
9 The defendant in the case that Jim Murray brought in 2002 is now also a teacher.
10 If Mr Kelly wins damages from Gary Hetherington he is going to use the money to pay for a
holiday.
True or false?
(1) (2) (3) (4) (5)
(6) (7) (8) (9) (10)
6A. UNDERSTANDING CONTRACTS 1
THE STYLE OF WRITTEN CONTRACTS
Exercise 1
Read this text about the style of English that lawyers use in contracts. Answer the questions that
follow using a full sentence.
The English of contracts words that you will find in a play like
Lawyers in most countries use different and Romeo and Juliet or in a contract, but
more difficult language to draft contracts nowhere else. Contracts also contain very
from the language that they use every day. formal words that no one really uses in
This is certainly true within the English general English.
legal system. However, when you know in ⚫ Lawyers use long lists of synonyms in
what ways the language of contracts is contracts. This is because when a lawyer
different, you can look at the language very drafts a contract he or she thinks about the
carefully and understand it more easily. fact that a judge will interpret the contract if
Here is a list of what makes the English of there is a dispute. In codified legal systems
contracts different from normal English: words have a clear definition. However, in
⚫ Lawyers use very long sentences when the common law system judges have
they draft contracts. A typical sentence in a interpreted words different ways. Lawyers
contract can be 100 words or more. use lists of synonyms to make sure that there
is no possibility of misinterpretation.
⚫ Often these very long sentences have no
punctuation. This sometimes makes it ⚫ Lawyers like to use the passive voice.
difficult to understand what the sentences The passive is more difficult than the active.
mean. ⚫ Contracts contain technical words that are
⚫ Sentences in contracts have an unusual part of the language of the law or part of a
structure. Sometimes legal writing doesn't particular area of business. It is necessary
use words in the same way as general for a lawyer to use these words.
English. Sometimes verbs, nouns and All of these things produce a style of writing
adjectives are put in a sentence in a different that is very unusual, even to a native English
order from normal. speaker. The language that lawyers use in
contracts is so different from general
⚫ Lawyers often use too many words. A
English that some people say it is not real
lawyer might use 20 words to write
English at all, but a language only for
something that he or she could write with
lawyers, called 'legalese. There is a
five words.
movement in England away from legalese.
⚫ Contracts contain words that people don't Lawyers are now encouraged to write in a
use any more because they are so old- more modern, understandable style called
fashioned. Fort example, there are English 'plain English'. This is good news for
international lawyers.
a Is the English of contracts easier more difficult than general English?
Answer:…………………………………………………………………………………………….
b How long can a typical sentence sometimes be in a contract written in English?
Answer:…………………………………………………………………………………………….
c Do lawyers use words in the same order as in general English when they draft contracts?
Answer:…………………………………………………………………………………………….
d Why do lawyers use long lists of synonyms when they draft contracts? Answer:
Answer:…………………………………………………………………………………………….
e What is the name that people give to the style of writing that lawyers use?
Answer:…………………………………………………………………………………………….
f What is the name of the style of writing that modern lawyers are encouraged to use?
Answer:…………………………………………………………………………………………….
Help desk
punctuation - the marks that people use to synonym - a word that has the same
divide writing into different sections. meaning or almost the same meaning as
Examples of punctuation are commas and another word. For example, 'small' and 'little'
full stops. are synonyms in English.
sentence structure - the way in which a the passive - a sentence that uses the passive
sentence is organised. is a sentence that has as its subject the
word order - the order of something is what person or thing to which an action is done.
comes first, second, third, etc. In different An example of the passive is 'the contract
languages the verb, noun and adjective may was signed by the client'. In the active you
be in a different order in a sentence. would say "the client signed the contract.
Exercise 2
In the blue box are some examples of words or phrases that lawyers often use in contracts. They
are examples of the more difficult words that lawyers use. You will need to understand these
words to do Exercise 3. Match the words or phrases with the definitions below.
in the event of (1) territory (5)
terminated (2) entitled to (6)
forthwith (3) compensation (7)
extent (4) manner (8)
a an area of land e ended
b amount or level f if something happens
c payment for something that is lost or damaged g immediately
d have the right to something h the method or way of doing something
Exercise 3
Here are three examples of a lawyer's writing. All three examples are extracts from contracts. A
client asks his lawyer what each extract means. Use Exercise 2 to help you to match each piece
of writing with the explanation given by the lawyer below. You do not need to understand every
single word to do this exercise.
Extracts from contracts
a In the event of the death of the Supplier the rights and obligations under this Agreement shall
be terminated forthwith.
b In the event that any property of the Contractor is lost or damaged in the course of
transportation then the Contractor shall be entitled to compensation from the Company.
c The Company shall allow the Distributor to have full and complete control over the manner
and the extent of the exploitation and advertisement of the Product in the Territory.
The lawyer's explanations
 'If any of your property is lost or damaged on the journey then the company will pay for it."
(1)
 'You will have complete control of the advertising of the product in the area of the world that
we agreed.' (2)
 'If you die then this contract will end immediately.' (3)
Help desk
a supplier - a person or company that a contractor - a person or company that

provides a particular product or service. makes a legal agreement to provide goods or
a right- a legal entitlement to do or to have services to another person or company.
something, a distributor- a person or a company that
property - a person's possessions or general supplies goods in a particular area, often to
things that they own. Property is different shops, on behalf of another person or
from real property, which means land. company.
an obligation-a legal duty to do or not to do
something.
UNDERSTANDING FORMAL EXPRESSIONS

Exercise 1
Lawyers sometimes use expressions that are very formal when they draft contracts. Here is a list
of formal expressions that you will often see in contracts. Choose the more modern word or
expression from the blue box on the next page to match the following expressions.
⚫ ‘in the near future" ⚫ "in the event of
⚫ 'at the present time' ⚫ 'during such time as
⚫ 'until such time as" ⚫ 'due to the fact that
⚫'on the part of ⚫ 'not less than'
⚫ until ⚫ if ⚫ now ⚫ by
⚫ at least ⚫ while ⚫ because ⚫ soon
a in the near future' means c 'in the event of means

b at the present time' means. d 'during such time as" means
e 'until such time as' means g 'due to the fact that' means
f 'on the part of means. h 'not less than' means
Exercise 2
The following sentences use the formal expressions in Exercise 1. Below each sentence there is
an alterative sentence that contains the same information. Complete the alterative sentences with
a more modern word or expression from the blue box in Exercise 1.
a During such as time as this contract is in effect the parties agree to the following terms.
………………this contract is in effect the parties agree to the following terms.
b In the event of breach the party in breach must provide a remedy within seven days.
……………….there is a breach of contract the party in breach must provide a remedy within
seven days.
c This contract will continue until such time as one of the parties terminates it by giving four
weeks' notice in writing
This contract will continue………………… one of the parties terminates it by giving four
weeks' notice in writing.
d Due to the fact that there was fire at the premises of Forum Marketing Ltd we cannot hold our
meeting there next week.
…………there was a fire at the premises of Forum Marketing Ltd we cannot hold our meeting
there next week.
e The meeting cannot take place on Wednesday but it is important that we have it in the near
future. The meeting cannot take place on Wednesday but it is important that we have
it…………..
f We cannot consider employing any more people at the present time, as we do not have enough
work for them.
We cannot consider employing any more people………….. as we do not have enough work for
them.
g Due to some very hard work on the part of employees the new business was very profitable in
its first year of trading.
Due to some very hard work………… employees the new business was very profitable in its
first year of trading.
h A party who wishes to terminate this contract must give not less than four weeks' notice in
writing.
A party who wishes to terminate this contract must give…………..four weeks' notice in writing.
Help desk
in effect-in operation or in force. Valid. to take place - to happen, to occur.
trading-operating as a business. a remedy - a solution for a breach of
notice-warning that something is going to contract to make sure that the innocent party
happen in the future. does not suffer from the breach.
Exercise 3
There are two important formal expressions that lawyers often use in contracts. These are:
⚫ notwithstanding ⚫inasmuch as
Notwithstanding means despite or in spite Inasmuch as means that what you are
of something. For example, The new law saying in the rest of your sentence is true
concerning the protection of the only in a limited way or to a certain extent.
environment will come into force next year, For example, 'Caroline is a good lawyer
notwithstanding a huge amount of inasmuch as she usually gets a good result in
opposition to it from industry'. court. However, she is not very good at
keeping up to date with important work".
Use the correct expression, notwithstanding' or 'inasmuch as', in the following sentences.
a Some good has come from my uncle's death ……………. he left a lot of money to a children's
charity in his will.
b I agree to sign this contract…………..the fact that I have some doubts about your ability to
deliver the goods to me on the due date.
c She was employed by one of the top law firms in London…………..her lack of experience.
d The judge in the Court of Appeal held that the court of first instance made a
mistake………..inadmissible evidence was taken into consideration.
Help desk
to come into force - to begin have legal a top law firm one of the most successful
effect. and well-known law firms.
opposition to something-strong lack of experience - only a little experience
disagreement to something. of something.
inadmissible evidence - evidence that for
some reason cannot be presented in court.
Exercise 4
Here are some more formal words that are very common in contracts. They are followed by a
preposition. It is a good idea to leam the word together with the preposition. Match the words
with the definitions.
a 'prior to' means... ...depending on (1)
b subject to means... ...involved in, doing (2)
c engaged in' means... ...named, called, mentioned (3)
d 'inclusive of means... ...before (4)
e 'referred to' means... ...including (5)
Exercise 5
Put a word and its preposition from Exercise 4 into these sentences.
a Is the price of the goods………………tax?
b In this contract we will define you as "the Company' in the defined terms section and that is
how you will be ……………. every time you are mentioned later in the document.
c He worked in an office for many years but now he is…………… running his own business. in
London.
d You haven't always worked here. What did you do…………… working for this law firm?
e This holiday is offered at the price stated in our advertisement ………….. availability. We
have a limited number of places available.
Help desk
to define - to say exactly what a word what particular words mean when those
means. words appear in the contract.
defined terms section - the section of a running-operating.
contract where the parties agree exactly availability - how many/much of a product
that a company has that it can sell.
UNDERSTANDING TECHNICAL WORDS

When a lawyer drafts a contract he or she will often use words that are very technical. In order to
understand contracts you need to know the meaning of these technical words.
Exercise 1
Here are some words that are very common in contracts. They are all connected with buying and
selling goods. Match the words with the definitions.
outlet (1) invoice (4)
retailer (2) manufacture (5)
defective (3) sum (6)
a amount (of money) d a person or company who sells goods to the public
b not working properly, faulty c a list of goods or services that you have received,
showing how much you have to pay for them
e a shop or company through which f make or produce goods to sell
goods are sold
Exercise 2
Complete these sentences with a word from the list in Exercise 1.
a He is a very successful businessman. He has a chain of more than 20 shops in cities and towns
all over the south of England, including a large……………. in London.
b Have you received our…………? It states that you must pay for the goods within 28 days of
delivery.
c We will have to return the computer to you because it is………………. It looked fine in the
box but when we installed it, it wouldn't work properly.
d Mary is renting a factory unit on an industrial park. She has a new business that involves
the…………….of products for beauty salons.
e £20,000 is a very large……………. to invest in a new business. I think you need to get legal
advice before you decide to go ahead.
f That supermarket chain is the biggest food……………….in the United States.
Help desk
to invest - to put money into a business or to install - to put a machine in the place that
put it into a bank account in order to make a you want to use it and connect it to a power
profit. supply so that it is ready to use.
go ahead-continue.
Exercise 3
Jumbled words. Look at the definitions below. They are all definitions of formal words. The
letters of the words that belong with each definition are mixed up. Put the letters in the correct
order to spell the words. The first letter of each word is there for you.
Example: A word meaning to end something, especially something such as a contract.
TERMINATE (RATTEINEM)
a A word that has the same meaning as duration. Lawyers use it to talk about the period for
which a contract is valid. T…………………. (MRET)
b Two words that mean to warn someone that something is about to happen. Often it means to
warn someone that a contract is about to end. G………….. N………….. (GVIE NITECO)
c A very formal word meaning the ending of something. E……………… (EXPRITIONA)
d A noun that means obtaining or getting something, P…………….. (MENTCUREORP)
e A formal word that means an accumulated total. A……….. (AGATEREGG)
f A formal word that means to promise to do something. U………………….. (TAKEUDERN)
g A word that means to suffer something or to place yourself in a bad situation by your own
actions with the result that you receive a punishment. L……………… (CURNI)
Exercise 4
Choose the correct word from Exercise 3 to complete these sentences.
a This offer will come to an end at the…………………of four weeks of the date of this letter.
After that date it will not be possible to buy goods at this special price.
b The machinery that you hire under this contract will be available to you for not longer than an
……………….. of 12 weeks. If you wish to continue to hire the machinery after that you must
sign a new agreement with us.
c The seller must…………………..to insure the goods during transportation before we agree to
buy them.
d Julia Davies signed the………………contract, as she was responsible for obtaining office
supplies for the govemment department.
e In writing this letter I formally ……………… that I will end my employment with this
company on 2 May.
f The………………… of this agreement is six months from the date of the parties signing it.
g She will probably…………………a fine because she left her car in a no-parking zone.
UNDERSTANDING ARCHAIC TERMS

An archaic term is a word that people don't use in everyday speech because it is so old. However,
lawyers sometimes use archaic terms in international contracts. This means that lawyers
sometimes use English words that you can find in the plays of Shakespeare but that you will
never hear people using in ordinary speech.
An important group archaic words are those that begin with 'here', (for example, herein, hereby)
and with 'there', (for example, thereon, therein). The text below will tell you something about
these 'here' and 'there' words.
Exercise 1
Here is some important advice about understanding and using certain words that often appear
in international contracts. Choose a word from the box below to complete the text.
⚫ legal ⚫ archaic ⚫ hereinafter ⚫ clause
⚫ preposition ⚫ delete ⚫ mentioned ⚫ thereon
There are words that some lawyers use that are not part of modern English language. Language
specialists describe these words as (a)………………., meaning that they are no longer in
common use. These are not technical, (b)………….. words, but words from general English.
Some lawyers believe using these archaic words makes a document more serious. The more
modern view is that they only make a document look old-fashioned.
The general advice these days from all modern legal writers and law firms is not to use them.
Very often. you can (c) ………………… them without it having any effect on the meaning of
the document at all. However, you will see these words in some documents so you need to
understand them.
There is a particular category of archaic words that are very common in contracts. These are
words starting with 'here' or 'there', followed by a (d) ……………..Examples would words like
'herein' or 'thereon".
The 'here' words usually mean 'in this document or, in a contract, it could mean 'in this (e)
………..
The "there" words refer to something that the writer (f)…………..before now.
For example:
⚫ The persons (g)…………..named".
This means 'the people named later in this document".
⚫ 'The sum of money borrowed and the interest thereon shall be repaid in full on 5 June".
The word '(h)……………….here means 'on the sum of money borrowed".
Some lawyers argue that these archaic words are more exact or precise than modem English.
Modern language specialists and many leading law firms say that this is not true and for this
reason archaic words are falling out of use in the UK.
Exercise 2
Look at the definitions of the archaic terms below. Complete the sentences that follow with one
of the archaic terms from the list. You will need to use each word only once.
⚫ Hereby - by means of this document/with these words/with this action.
“I hereby accept your offer."
⚫ Herein - in this document.
“The price named herein is final and non-negotiable."
⚫ Hereinafter-starting from this time/later in this document.
'ATL Electrics plc, hereinafter known as "the Company"."
⚫ Heretofore - earlier in this document/previously/before the time of writing.
'The property heretofore known as Downing House is renamed Appleby House."
⚫ Hereunder - in a later part of this document/under the terms of this agreement.
'The terms and conditions are listed hereunder."
a Royal Airlines Limited,………………….referred to as "RAL". (later in this document)
b The Author guarantees to the Publisher that the Work is ………….. unpublished by any other
company or individual. (previously)
c In consideration of the sum of £10,000, receipt of which the Seller…………. acknowledges.
(by means of this document)
d Any products referred to………….. remain the property of the Supplier until the Customer
pays for them in full. (in this document)
e In case of dispute between the parties, any arbitration conducted…………. will be conducted
by Arbitrators Direct London. (under the terms of this contract)
Help desk
in common use-something that people use to fall out of use - if something falls out of
often. use it means that people don't use it any
to delete something- to remove something more.
from a p m a piece of writing to acknowledge receipt - to confirm that
a category - a group of things that are of the you have received something.
same kind. in full-completely.
a leading law firm - one of the most arbitration - the process of a third party
important. law firms. settling an argument or a legal problem
non-negotiable - can't be changed, fixed. without the matter going to court.
conducted - done, carried out.
Exercise 3
Look at the definitions of some more archaic terms below. Complete the sentences that follow
with one of the archaic terms from the list. You will need to use each word only once.
⚫ Thereby - as a result of this or that action.
"Your client signed the contract and thereby entered into a binding agreement."
⚫ Therein - in or into a particular place or thing/in that/in there.
The rented property and the furniture contained therein."
⚫ Thereon-on it/on there/on what I have just mentioned.
The amount borrowed and the interest due thereon must be repaid by 10 March 2010."
⚫ Thereinafter - later in that place or thing/later in what I have just mentioned.
"We were defined in that contract as the Company and we were known as the Company
thereinafter."
⚫ Thereto - to it, to the thing that I have just mentioned.
"At the meeting we will discuss Mrs Jones' will and all matters related thereto."
a He sold the company and………………..became a millionaire. (as a result of that action)
b I enclose a copy of the contract. Please return it to me together with any
amendments……………………. (to the contract I have just mentioned)
c The owner of the land and any person who wishes to claim an interest………….should contact
this firm of solicitors as soon as possible. (in the land that I have just mentioned)
d The defamatory story in the newspaper refers to my client in the first paragraph and refers to
her………….. another four times in total. (later in the thing that I have just mentioned)
e The Buyer agrees to insure the painting and to pay any import tax due ……………. Upon
delivery to the UK. (on that particular thing)
Exercise 4
There are certain archaic words that lawyers use in contracts to mean 'mentioned in an earlier
part of this document. These words are:
⚫ 'said" ⚫ 'aforesaid"
⚫ 'aforementioned" ⚫ 'the same"
Look at this typical example. The relevant parts of the sentences are highlighted.
'The contract between the claimant and the defendant was signed in August. Said contract was
for the supply of goods,"
In this example the word 'said' is used to mean 'the contract that I have already mentioned". The
lawyer could have used the other words in the list to do the same. Alternatively, he or she could
have just said 'It' or 'The contract":
The contract between the claimant and the defendant was signed in August. It was for the
supply of goods."
When you see one of these archaic words in a contract you must look back in the document to
find the noun that it refers to. Sometimes you are lucky and the noun that is being described is
near the archaic word, as in our example. However, sometimes the noun and the archaic word are
far apart and that makes things more difficult.
Look at the following examples. They are all from the terms and conditions of sale of a contract.
In each example you will see one of the archaic words from the previous page. In each example
underline the word or words that the archaic word refers to.
a Payment must be made upon delivery of the goods. The exception is where payment by invoice
has been agreed. In the event of payment by invoice payment must be made within 30 days of
receipt of the same.
b Where a specific delivery date has been agreed and aforesaid cannot be met the Buyer will
have the option to receive a full refund.
The goods shall be inspected by the Buyer upon delivery. All goods come with a delivery note.
In the event that goods cannot be examined by the Buyer the aforementioned document shall be
marked 'not examined'.
d Any defective goods must be returned to the Supplier. Said goods must be correctly packaged.
Help desk
comments - things that are written or said. meet (met) an obligation to fulfil an
about someone or something. obligation. To do what you promised to do.
exception - something that is not included in refund - the money that you get back from a
a general rule. shop or a supplier when you retum goods.
packaged - put into the correct box, bag or option - a choice.
container for transporting or selling.
UNDERSTANDING SOME COMMON WORDS

Exercise 1
Look at the words and phrases in the blue box. They are all connected with a specific type of
contract. Use the correct word to complete each definition on the next page.
⚫ In transit ⚫ On board ⚫ Carriage ⚫ Copyright
⚫ Staff ⚫ hirer ⚫ invention ⚫ trademark
⚫ patent ⚫ Import duty ⚫ owner ⚫ Premises
a ……………….. are the buildings that a business uses.

b ………………. is the legal right for someone such as a writer or a singer to publish his or her
own work and to be sure that no one can copy exploit it without permission.
c…………………is a type of tax that you have to pay when you bring certain goods into a
country.
d…………………is moving goods from one place to another.
e………………….are all of the people who work for a particular business or organisation.
f A…………..is a symbol such as a word or a picture that a company puts onto its products to
distinguish it from the products of its competitors.
g A……………is an official document. The document protects a new invention, such as a new
medicine or a new machine from being copied or exploited.
h……………..means in the process of being transported from one place to another.
i A……………… is a person or organisation that pays money to someone to use something for a
certain period of time.
j An……………… is something new that someone has made or designed for the first time.
k………………means placed on a plane, ship, lorry or a train.
1 An…………….is a person or organisation that has the legal right to possess something. It
belongs to them.
Exercise 2
Here are the words again. Each of the words and phrases in Exercise 1 are connected with a
specific type of contract. Sort the words into the correct type of contract under the headings
below.
A contract for the hire of A contract for the A contract concerning a
a hotel for a company's transport of goods by company's intellectual
conference ship property rights
Exercise 3
Put the correct word or phrase from the contract for the hire of a hotel for a company's
conference into the following sentences.
a The……………….. of the hotel bought it last year from a large hotel chain.
b The……………… of the hotel conference room wants to book the room for three days in June.
c The hotel……………. are very big. In fact, it is probably the biggest hotel in the city.
d There are over 200…………….working in the hotel.
Exercise 4
Put the correct word or phrase from the contract for the transport of goods by ship into the
following sentences.
a The goods were put………………..the ship in Liverpool and the buyer will unload them in
Sydney.
b The cost of…………….is £600.
c The buyer agrees to pay any………………. that the customs authorities demand when the
goods arrive in Australia.
d The goods are……………… They are on a ship somewhere between England and Australia.
Exercise 5
Put the correct word or phrase from the contract concerning a company's intellectual property
rights into the following sentences.
a The computer was a new………………in the twentieth century.
b The publishing company and not the author has…………….in the book.
c If you invent something new it is important to register a ………………. You will get a
document that protects your right to produce and sell your invention.
d The…………… of the Victoria Bennett Jeans Company is the letters VB with a gold circle
around them.
Help desk
a conference - a large meeting where people customs authorities- a govemment
discuss important matters, especially department that collects tax on goods that
business matters. people bring into the country.
a hotel chain - a group of hotels that all an author - a person who writes books.
have the same owner. intellectual property rights- a person's
to book something-to say that you want to rights in something that they have invented
reserve something to use in the future such or created. No one else has the right to
as a car or a hotel room. make, sell, copy or exploit the invention or
creation without permission.
THE STRUCTURE OF A CONTRACT

Read the following text about the structure of a contract. The most important words are in the
key vocabulary below. Then complete the exercises that follow.
Key vocabulary
⚫ drafts ⚫ parties ⚫ delivery of ⚫ goods/services
⚫ precedent bank/library ⚫ recitals ⚫ definitions section ⚫ key obligations/
duties
⚫ drafting checklist ⚫ template ⚫ to draft 'from ⚫ precedent
scratch
A contract has a logical structure. Some However, lawyer who is drafting a contract
lawyers say that a well-written contract is doesn't often begin with a blank page. A
like a story because it explains the lawyer would call this to draft 'from
agreement from the beginning to the end in a scratch'. Most modem contracts are not
way that a reader can clearly understand. drafted from scratch but are based on a
When a modem lawyer drafts a contract he precedent. A precedent is an existing
or she is following a tradition that has contract that a lawyer can use as a model for
developed over many years. Let's look at the drafting another, similar agreement. A
first half of a commercial contract. Most precedent also acts as a useful drafting
commercial contracts begin with the checklist to make sure that everything
following sections: necessary is included. Most law firms have a
precedent bank or precedent library as
⚫ the parties - the people or companies
part of the word processing facility on the
who are entering into the contract
company computer, or they rely on an
⚫ the recitals - the background to the encyclopaedia of precedents. The precedents
contract and the reason(s) why the parties are regularly updated, particularly when the
are entering into the contract relevant law changes.
⚫ the definitions section - how certain A precedent can also be referred to as a
words must be interpreted when they are template, but this is a more general word
used in the contract for something that you can copy. It is not so
specific to contract law as a 'precedent'.
⚫ the key obligations/duties - the most Remember, a contract precedent should not
important things that each party agrees to do be confused with the other meaning of the
⚫ the delivery of goods/services - the time word precedent, which is the decision of at
when the key obligations will be carried out judge in common law that is used as a
and where they will be carried out. general principle of law.
Help desk
a key obligation - an important obligation. current-existing now.
carried out - done, performed. a checklist - a list to help you make sure
a blank page - a page with no writing on it. that everything necessary is done.
Exercise 1
Here are some questions about the words in the key vocabulary. Match the questions with the
answers provided.
a What is a contract precedent? d What does the recitals section of a contract
b What does to draft' mean? contain?
c Who are the parties to a contract?
e Why does a contract contain a definitions Because it specifies the exact meanings of
section? words. Both parties (and maybe a court)
f What does to draft a contract from scratch' must be sure how particular words are
mean? interpreted in the contract. (3)
g What is the other meaning of the word It is another word meaning 'to write'. (4)
precedent? It means to write a contract from the very
beginning without the help of a precedent.
(5)
The decision of a judge that forms part of
the common law. (6)
They are the people or companies who are This part of the contract contains
entering into the agreement. (1) background information and explains why
It is a model contract that already exists. A the parties are entering into the contract. (7)
lawyer can use it when he or she has to draft
a similar contract. (2)
Exercise 2
Here is a list of different sections that you will find in the first half of a commercial contract.
Match each section of the contract with the correct extract below.
⚫ the delivery of ⚫ the key ⚫ the parties ⚫ the recitals
goods/services obligations
⚫ the definitions/
defined terms
a 'Goods' means any goods or services that are ordered from ABC Printing Ltd and includes any
materials incorporated in them.
This is from…………………………………….
b This Agreement is made on this fifth day of March 20XX
between ALT ELECTRICS Ltd
and PARSONS MANUFACTURING Ltd
This is from…………………………………….
c The Work will be carried out on 5 May 20XX at the Buyer's address.
This is from…………………………………….
d (1) The Buyer owns a shop.
(2) The Supplier is an experienced electrician.
(3) The Buyer's shop is in need. electrical modernisation and repair.
(4) The Supplier will carry out the electrical modernisation and repair to the shop upon the
conditions set out in this agreement.
This is from…………………………………….
e In consideration of the sum of £5000 the Supplier agrees to carry out the Work listed in
Schedule A of this Agreement according to current UK standards as specified by the relevant
legislation.
This is from…………………………………….
Help desk
incorporated in - included in. relevant legislation - the part of the general
to carry something out - to do something. law of a country that the parties to a contract
must obey in a particular situation.
set out-written or stated.
Exercise 3
Put a word from the text about the structure of a contract in Exercise 1 into these sentences.
a The people or companies who are entering into an agreement are called the………………. to
the agreement.
b Lawyers rarely have to draft a contract from…………… as they usually have a precedent that
they can use as a template.
c The section of a contract that gives the background to the contract and the reasons why the
parties are entering into the agreement is called the…………………
d Most law firms have a collection of precedents that they refer to as a precedent ………… or a
precedent library.
e The section of the contract that deals with…………………..of goods or services usually states
exactly when the key obligations will be carried out.
UNIT 6A VOCABULARY CHECK

These are the important words that you have studied in Unit 6A. You should make sure
that you know these words before you go on to Unit 6B.
aforementioned clause
aforesaid compensation
aggregate contractor
arbitration copyright
archaic term defective
availability defined terms
carriage definition
delivery precedent
distributor premises
draft prior to
engaged in procure
entitled to procurement property
expiration real property
extent recitals
forthwith referred to
from scratch refund
give notice remedy for breach
hereby retailer
herein. said
hereinafter same
heretofore hereunder subject to
hirer sum
import duty supplier
in effect take place
in full template term
in transit terminated
inadmissible territory
inasmuch as thereby
inclusive of therein
incur thereinafter
invoice thereon.
key obligations thereto
manufacture trademark
non-negotiable trading
notwithstanding undertake
obligation
on board
option
outlet
patent
parties
Exercise 1
Read the following pairs of sentences. For each pair of sentences there are two possibilities, A
or B. Decide which sentence uses the correct preposition. Write your answers in the box below.
There is an example at the beginning (*).
Example
(*) (A) The Company shall not be responsible for any of the Agent's costs and expenses.
(B) The Company shall not be responsible to any of the Agent's costs and expenses.
1 (A) All prices stated in the Agreement are inclusive of tax.
(B) All prices stated in the Agreement are inclusive with tax.
2 (A) The Company is engaged at the business of manufacturing electrical goods.
(B) The Company is engaged in the business of manufacturing electrical goods.
3 (A) The Buyer agrees to pay interest of any outstanding payment.
(B) The Buyer agrees to pay interest on any outstanding payment.
4 (A) The Company will pay the Employee's expenses subject to the Employee providing valid
receipts.
(B) The Company will pay the Employee's expenses subject on the Employee providing valid
receipts.
5 (A) JHS Manufacturing, hereinafter referred to as 'the Company.
(B) JHS Manufacturing, hereinafter referred in as 'the Company.
(*) A (1) (2) (3) (4) (5)
Exercise 2
Look at this list of words. They are all nouns. Put the correct word into the following sentences.
Write your answers in the boxes numbered 1-10 below. There is an example at the beginning
(+).
(AA) distributor (C) invoice (F) copyright (I) term
(A) recitals (D) expiration (B) outlet (E) remedy
(G) precedent (H) premises (J) duty
Example
(*) A person or company that supplies goods in a particular geographical area is often referred to
in a contract as a (*)………….
1 A (1)………….is an existing contract that a lawyer can use as a model when drawing up a new
contract.
2 Many written contracts refer to a (2) ………..for a breach. This is a solution that the party in
breach can offer to the injured party to compensate him or her for the effect of the breach.
3 An (3)……….. is an itemised bill. Many contracts state what the penalty will be if it is not paid
on time.
4 The (4)…………..section of a contract provides the background to the contract. It states why
the parties are entering into the agreement.
5 A contract will often use the formal word (5) ………….. to describe commercial land and
buildings.
6 Contracts that deal with the export or import of goods usually have a clause that states which
party will be liable for any import (6) ………….. when the goods arrive in a foreign country.
7 In contracts where creative work such as artwork or writing is sold, it is important to state
which of the parties owns (7) ……….. in the work.
8 A place that sells goods to the public often referred to in a contract as a retail (8)……………
9 The (9)……………. of a period of time is a very formal way of saying the end of that period of
time.
10 The duration of a contract is usually referred to as the (10)…………..of the contract.
(*) AA (1) (2) (3) (4) (5)
(6) (7) (8) (9) (10)
Exercise 3
Read the text below. It is from a contract. Some of the words in the text are underlined. The
meanings of these words appear in the list below, but they are not in the same order. Match the
underlined words in the text with the correct meanings by writing the letters (A, B, C, etc.) in the
box below. There is an example at the beginning (*).
FROM A PAYMENT CLAUSE
1.1 In (AA) consideration of the Goods (A) fumished under this (B) Agreement the Buyer agrees
to pay the Seller the (C) sum stated in Schedule 1 to this Agreement.
1.2 Save as may be (D) set out in this Agreement the Buyer shall make payment in (E) sterling
within 14 days of (F) receipt of invoice.
1.3 Interest shall (G) accrue on (H) overdue payments at the rate of 5.5% per annum above the
base rate from time to time of The Royal Bank (1) in the event that payment is not received on
the (J) due date.
(+) AA what the parties exchange under the contract; in exchange for something
contract
amount of money
receiving
written, specified
the currency of the United Kingdom; pounds
agreed date when something must be done
grow, accumulate
provided
late
if

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F3A.

THE LANGUAGE OF CONTRACT LAW

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