Introduction to

International
Legal English
A course for classroom or self-study use

Student's Book

Amy Krois-Lindner,
r------ Matt Firth
and
TranslegarC

,,,,,,,"" CAMBRIDGE
::: UNIVERSITY PRESS
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 Acknowledgements

The authors and publishers acknowledge the following sources of Goals and Methods of Legal Comparisions, 27 J Legal Educ. 599-608
copyright material and are grateful for the permissions granted. While (1975-1976) by Hugh J. Ault and Mary Ann Glendon from The Journal
every effort has been made, it has not always been possible to identify of Education. Reproduced by permission of Journal of Legal Education,
the sources of all the material used, or to trace all copyright holders. If Georgetown University Law Center; Oxford University Press for the
any omissions are brought to our notice, we will be happy to include the text on p. 119 (text 2) from Contract Law, written by M. Chen-Wishart.
appropriate acknowledgements on reprinting. Copyright © 2005 Oxford University Press. Reproduced by permission
of Oxford University Press; Incorporated Council of Law Reporting for
Course descriptions on p. 10, from the University Of Honolulu
England and Wales for the text on p. 119 'Excerpt from the judgment
School Of Law; Reed Smith for the adapted text on p. 13 'Graduate
in Ruxley Electronics and Construction Ltd v. Forsyth (1996) AC344,
Recruitment' from http:j;www.reedsmith .co.uk, for the text on pp.
Reproduced by permission of the Incorporated Council of Law Reporting
66-67 'Role of the Commercial Agents' by Edward Miller and Larry
for England and Wales, Megarry House, 119 Chancery Lane, London
Coltman from http:j jwww.reedsmith.co.uk. Reproduced by permission
WC2A 1PP, publishers of The Law Reports and the Weekly Law Reports;
of Reed Smith ; Cambridge University Press for the dictionary entry on
Cornell Law School for the text on p. 121 'Excerpt from the Supreme
p. 23 'Reliance' from Cambridge Advanced Learner's Dictionary, 2nd
Court judgment in Arthur L. Gustafson, et al v. AIloyd Company Inc.,
edition (2005). Reproduced by permission of Cambridge University
fka AI loyd Holdings, Inc. et al (28 February 1995)' . Reproduced by
Press; adapted text on p. 30 'Case brief, Long Island Railroad
kind permission of Cornell Law School; Wei!, Gotshal & Manges
Company' from http://www.lawchool.comjtortsjpalsgraf2.shtml;
LLP for the text on p. 121 'Where do Secondary Market Purchasers
The Kent Law Clinic for the text on p. 33 'The Kent Law Clinic' from
Stand after Gustafson?' by Joseph S. Allerhand and Benjamin M.
www.kent.ac.ukj lawjundergraduate/lawcl inic.html. Reproduced by
Hain. Reprinted with permission from Wei!, Gotshal and Manges
permission of the Kent Law Clinic; FSA for the adapted text on p.
LLP. Originally published in the February 1999 issue of Metropolitan
44 'FSA fines auditor for market abuse' from the FSA Press Release
Corporate Counsel; 'Lower pay for woman professor violates Equal Pay
FSA/PN/034/2005. Reproduced by kind permission of the FSA; text
Act' text on p. 123 from Citation: Lavin McEieney v. Marist College,
on p. 57 'Section 172 of the Companies Act 2006', text on pp. 68-
239, F3rd 476 (2nd Cir, 2001) from http:jjwww.swlearning.com/blaw/
69 'The Commercial Agents (Council Directive) Regulations 1993, text
cases/employmentj0102_employment_01.html; recording script on
on p. 117 'Sale of goods Act 1979, Section 53 (1-3)', text on p. 121
pp. 127- 128 and audio recording , Listening 1/audio 4.1 adapted
'Excerpt from the Equal Pay Act 1970'. Crown Copyright© 2008; Nolo
from 'White-collar crime in the twenty-first century', an interview with
for the text on p. 58 'How to read a Statute' from http:j jwww.nolo.
Professor John Poulos . Written by Maria Pleyte, UC Davis School of Law
comjstatutejindexjcfm . Reprinted with permission from the publisher,
http:j /blj.ucdavis.edujarticle.asp?id=514&print=true; recording script
Nolo. Copyright 2008. http:j jwww.nolo.com; International Trade Centre
on p. 128 and audio recording, Listening 2/audio 4.6 adapted and
for the abridged text on p. 68 'IUCAB Agency Contract'. Reproduced by
abridged from http:jjwww.usdoj .govjcriminaljfraudjwebsites/idtheft.
permission of International Trade Centre; Gide Loyrette Nouel for the
html; Fightidentitytheft.com for the abridged recording script on p.
text on p. 75 'Real Property Investment Law in Ukraine'. Reproduced
128 and for the audio recording, Listening 2/audio 4.4 and 4.8 from
by permission of Gide Loyrette Nouel; Buy-to-let in Prague table on
http:j/fightidentitytheft.com/blogjidentity-theft/hp-employees-suffer-
p. 78 from www.findanoverseasproperty.com; City and County of
data-exposure. Reproduced by kind permission of Fight Identity Theft;
Swansea for the adapted text on p. 80 'Shorthold tenancy agreement'
recording script on p. 129 and audio recording , Listening 1/audio 5.1
from www.swansea.gov.uk. Reproduced by permission of City and
from http:// startupnation .I ega lzoom.com/ education/ corporations/faq-
County of Swansea; FreeAdvice.com for the adapted text on pp.
faq_what.html; AFP for the adapted recording script on p. 136 and
83-84 'Litigation ' from www.freeadvice.com. Copyright and used with
audio recording, Listening 1/audio 9.1 from 'Union Loses Landmark
permission of FreeAdvice.com; Attorney-General, Victoria for the extract
EU Case' published 18.12.07. Copyright© AFP 2007; Javier F. Becerra
on p. 85 'What is mediation' from www.justice.vic.gov.au. This material
for the adapted recording script on p. 138 and for the audio recording ,
is© State of Victoria 2008. Reproduced with permission; Daniel L.
Listening 1/audio 10.1 from 'Comparative Law and Legal Translation ,
Abrams for the extract on p. 88 'Preventing large fees by limiting
A Perspective from Mexico', NAJ/1; Summer 2002, Volume XI, No 3.
legal problems' from www.nyreport.com. Reproduced by permission of
Reproduced by kind permission of Javier F. Becerra; Macmillan
Daniel L. Abrams; BBC.co.uk for the text on p. 89 'Litigation burden
Publishers Limited for the extract on p. 150, no 30 'General tips to
rises for firms worldwide', for the text on p. 100 'Microsoft wins AT&T
the student' . Extract taken from Telephone English. Copyright © John
battle', for the adapted recording script on p. 128 and audio recording
Hughes 2005. Reproduced by permission of Macmillan Publishers
Listening 2jaudio 4.3 and 4. 7 'Which? highlights phishing loss, for
Limited.
the adapted recording script on p. 128 and audio recording Listening
2/audio 4.5 and 4.9 'Bin raiding: the growing scourge'. Reproduced by This publication is intended for the sole and exclusive purpose of
permission of BBC news online, BBC.co.uk; Academy of European Law providing legal English instruction and is sold with the understanding
for the text on p. 97 'Prospectus, law conferences' from www.era.int. that the publishers and authors are not engaged in providing legal
Copyright© Academy of European Law (www.era.int); Supreme Court of advice. None of the information in this publication is intended to
the United States, Microsoft Corp vs. AT&T Corp text on pp. 101-102 constitute, nor does it constitute, legal advice. Consequently, the
from http:jjwww.supremecourtusgov1opinions/06pdf/05-1056.pdf; contents of this publication should not be regarded as constituting
Jay Adkisson for the adapted text on p. 113 'Asset protection entities legal advice or guideance, should not be relied upon for providing legal
in Liechtenstein' from http://www.assetprotectionbook.comjanstalts_ advice, guidance or recommendations to any third party, and should not
stifungs_panama_foundations.htm. Reproduced by kind permission of under any circumstances be userl in lieu of the advice of a qualified
Jay Adkisson; Georgetown University Law Center for the text on p. 114 lawyer.
'The Importance of Comparative Law in Legal Education: United States
 Contents
-"""" Reading Listening Writing and Language
speaking
Unit 1 1 A career in law 1 Law courses Writing Language use: Comparative
A career in law 2 Course descriptions 2 Graduate Short email and superlative forms
page 8 3 Graduate recruitment Speaking Text analysis: Structuring a
recruitment programme 1 Law firms and presentation
programme courses
2 Learning approaches
3 Presentation

Unit 2 Language Focus page 17

Unit 2 1 Contract law 1 Asking for Writing Language use: can 1 could 1 may I
Contract law 2 Remedies for clarification and Ema il of advice might
breach of contract giving explanations Speaking Text analysis: Email of advice
page 18
3 Contract clause 2 Contract law lecture 1 Terminology
3 Conditions and 2 Summarising the
warranties lecture

Unit 2 Language Focus page 27

Unit 3 1 Tort law 1 Frivolous lawsuits Writing Key terms 1: Reporting procedural
Tort law 2 Case note 2 Student lawyer- Reply to a demand history
page 28 3 The Kent Law Clinic client interview letter defending Language use: Asking for information
4 Letter threatening or denying the Text analysis: Initial lawyer-client
legal action allegations made interview
Speaking Key terms 2: Defamation
1 Case discussion
2 Frivolous lawsuits
3 Lawyer-client
interview

Unit 3 Language Focus page 38

Unit 4 1 Criminal law 1 White-collar crime Writing Language use 1: Passive
Criminal law 2 White-collar crime: in the 21st century Letter of advice constructions
page 39 insider dealing and 2 Podcasts Key terms 1: Punishments
market abuse Speaking Language use 2: Talking about cause
1 White-collar crime and effect
2 Short presentation Key terms 2: Identity theft
3 Role-play: advising Language use 3: Giving advice and
a client expressing obligation

Unit 4 Language Focus page 49

Unit 5 1 Company law 1 Lecture on company Speaking Key terms 1: Who does what in
Company law 2 Course in company law 1 Role-play: lawyer- company law
page 50 law 2 Directors' meeting client interview Language use: Discussing
3 Breach of 2 Role-play: lawyer- advantages and disadvantages
Companies Act cl ient interview Key terms 2: Public relations
2006 Text analysis: Reading a statute

Unit 5 Language Focus page 59

Unit 6 1 Commercial law 1 Profile of a Writing Key terms: Fields, institutions and
Commercial law 2 Commercial law commercial lawyer 1 Letter of application concepts in commercial law
page 60 internship 2 Meeting with 2 Summary Language use: Adverb functions
3 Role of commercial corporate counsel Speaking Text analysis: Letter of application
agents 1 Internships for an internship
4 Commercial agency 2 Role-play:
contract discussion option s
I 5 The Commercial
Agents (Council
Directive)
Regulations 1993
Unit 6 language Focus page 71
Unit 7 1 Real property law 1 Property-law Writing Key terms 1: Instruments and people
Real property 2 Real property presentation Follow-up email in real property law
law investment law 2 Telephone enquiry: Speaking Language use 1: Forming adjectives
page 72 3 Draft tenancy buy-to-let 1 Giving emphasis to with negative prefixes
agreement 3 Telephone enquiry: important points Language use 2: Formal/informal
tenancy agreement 2 Using English on style: synonyms
the phone Key terms 2: Buying real property
Key terms 3: Conveyancing
Text analysis: Telephone enquiries

Unit 7 language Focus page 82

Unit 8 1 Litigation and 1 Question-and- Writing Key terms: Parties and phases in
Litigation and arbitration answer session 1 Responding to a litigation and arbitration
arbitration 2 Letter of invitation 2 Lawyer-client letter before action Language use 1: Future forms
page 83 3 Avoiding litigation interview 2 Letter before action Language use 2: Formality in legal
4 Cost of litigation Speaking correspondence
5 Letter before action 1 Talk on litigation/ Language use 3: Establishing the
arbitration facts
2 Lawyer--client
interview

Unit 8 Language Focus page 93

Unit 9 1 International law 1 Listening 1: CPO Writing Key terms 1: Prepositions and
International 2 Developments in EU seminar on labour Follow-up letter prefixes
law law law Speaking Key terms 2: Legal instruments
page 94 3 US patent laws 2 Multiple 1 Debate Language use: Explaining legal
4 Microsoft v. AT&T jurisdictions terms to non-lawyers
2 Definitions/Role-
play: explaining
legal terms to non-
lawyers

Unit 9 language Focus page 105

Unit 10 1 Comparative law 1 Legal translation Writing Key terms: Expressions used in
Comparative law 2 Course reader 2 In-company course Letter summarising comparative law
page 106 3 Asset protection options Language use: Explaining, comparing
Speaking and contrasting
1 Comparing and Language skills: Finding and
contrasting choosing legal terms
2 Advising on asset Text analysis: Discourse markers for
protection text cohesion

Unit 10 language Focus page 114

Additional material page 115

Case study 1: Contract Law page 118
Case study 2: Company Law page 120
Case study 3: litigation and arbitration: an employment Law case page 122
Audio transcripts page 124
Answer key page 140

Glossary page 155

 Introduction
Who is 1/LE for?
Introduction to International Legal English (1/LE) is an
intermediate-level course for learners who need to be able to
use English for the study of the law and in the legal profession.
The book has been written with the specific needs of pre-
International Legal English Certificate-level students in mind,
and is suitable for students who intend to progress to an ILEC
preparation course. It can also be used effectively in legal
English courses of all kinds. 1/LE is suitable for both self-study
and classroom use.
Which kind of Legal English does it
deal with?
Since the vast majority of practising lawyers in the world deal
with commercial law, 1/LE focuses on the use of English for
this purpose. Within the field of commercial law, a number
of important topics (such as real property law, contract law,
company law, to name a few), as well as subjects commonly
taught at law faculties (such as comparative law), have been
selected as the legal subject matter of the units.
The legal concepts introduced in this book are those found
in the legal systems of the UK and the USA, but it also
includes texts about legal matters in other countries and legal
systems. It is important to emphasise that nearly all of the
legal concepts covered are common to legal systems and
jurisdictions the world over. Since many of the tasks encourage
you to compare aspects of the law in your own jurisdiction with
those presented in the book, an international perspective is
fostered.
How is 1/LE organised?
Introduction to International Legal English consists of ten units,
each of which deals with a different area of the law.
Each of Units 1-10 begins with a reading text which provides
you with an overview of the topic area in question. These
overview texts introduce crucial legal concepts whi le presenting
a variety of relevant vocabulary in the topic area . The main
concepts covered in this text appear in bold, meaning that they
appear in the Glossary at the back of the book. Each unit is
divided into two parts: The study of law and Law in practice,
which include various types of authentic text material of the
kind commonly encountered by law students and practising
lawyers in their work. These texts, both written and spoken, are
accompanied by a wide range of tasks, all designed to build
the core skills of reading, writing, listening and speaking.
The final part of each unit is the Language Focus section ,
which contains exercises on the vocabulary and language
topics covered in the unit. This section offers an opportunity to
consolidate the language work done in the unit.
At t he end of t he book, the re are three legal case st udies
based on actual cases, featuring text materia l of t he kind
lawyers need to consult when preparing a case. The purpose
of these case studies is to provide an opportunity to apply
the language skills developed in the main units to authentic
communicative tasks.
At the back of the book, you will find the Audio transcripts of
all the listening exercises, as well as the Answer key to the
exercises. There is also an extensive Glossary of all the legal
terms which appear in bold in the units.
What are the aims of the course?
0 To improve your ability to write common legal text types in
English, such as letters or memorandums.
0 To improve your ability to read and understand legal texts,
such as law journal articles, commercial legislation and
legal correspondence.
0 To increase your comprehension of spoken English when it
is used to speak about legal topics in lectures,
presentations, interviews, discussions, etc .
0 To strengthen your speaking skills and to enable you to
engage more effectively in a range of speaking situations
typical of the study of law and the practice of law, such as
cli.ent interviews or discussions with colleagues and fellow
students.
0 To introduce you to some of the language-related aspects of
the work of a commercial lawyer.
How does the course achieve
these aims?
To achieve these aims, the course focuses on several aspects
of legal English at the same time. These aspects include
1) the analysis and production of authentic legal texts, 2)
language functions common to legal texts, and 3) vocabulary
learning that goes beyond mere terminology acquisition, and
which takes larger chunks of language into account.
The written and spoken texts in each unit have been chosen to
represent a wide range of text types in use in legal contexts.
These include texts which law students and lawyers have
to produce or engage in, read or listen to, such as legal
articles, letters, proposals, client interviews or presentations.
In each unit, the typical structure of a text type is analysed
and the text type broken down into its constituent parts. You
are encouraged to identify these parts, and to recognise the
language functions typically used in each of these parts of a
text. (The term 'language function' refers to phrases which
express a specific meaning in a text; for example, the language
function of 'suggesting' can be expressed with phrases like
I'd recommend .. . or Why don 't you ... .) The result is a kind
of template of a common legal text type. Equipped with this
template and with useful language functions, you are then
given the opportunity to produce such a text, either by writing
a letter or email , by taking part in a ro le-play interview, or by
discussing a legal issue, for exam pl e.
While ·a selection of legal terminology in each legal topic area
is presented in every unit, mastering legal English requires
more than simply improving your knowledge of specialised
vocabulary. For this reason, every unit includes exercise_s that
focus on larger chunks of language , common phrases and word
combinations that are not specialised legal terms, but which
are necessary for successful communication.
Using 1/LE for self-study
If you are using the book for self-study, how you proceed
through the book will depend on your goals and the amount
of time and effort you wish to devote to the study of legal
English . If you wish to improve your command of legal English
for general work or study-related purposes and are willing
to devote several weeks of concentrated study to the task,
it is recommended that you proceed through the book from
beginning to end. '- · Amy would like to thank her family - Adrian , Fabio, Linus and Chiara
Whatever your goals might be, bear in mind that the Glossary
and the Answer key are provided to help make your self-study
easier. In particular, note that sample answers for most of the
writing tasks are provided.
Naturally, the speaking tasks will be more difficult to carry
out when you are working through the course on your own.
However, when given the task of preparing a presentation, it
is a good idea to prepare and to hold the presentation. You
may be able to find an audience to listen to you and offer
constructive criticism. If possible, record yourself giving the
presentation. Discussion activities and role-plays pose an even
greater challenge when you are working on the course on your
own. However, you should not miss them out altogether. Look
at the discussion activity and decide what you would say in this
discussion. Say your ideas aloud . Then try to think what an
opposing view might be and say this aloud as well. Pay close
attention when listening to discussions to how people offer
opinions, agree and disagree. Practise these phrases aloud .
Of course , the ideal solution is to ask a friend or colleague to
discuss these questions with you .
Above all, enjoy using IILE!
Extra resources
The following books and websites can help you improve your legal
English even more :
International Legal English, Amy Krois-Lindner and TransLegal
(Cambridge University Press). A legal English course for upper-
intermediate/advanced learners
Professional English in Use: Law, Gillian D. Brown and Sally Rice
(Cambridge University Press). A legal English vocabulary reference
and practice
PLEAD (Program for Legal English Academic Development). An
academic programme developed to help law faculties and language
schools provide legal English training to university law students and
legal professionals throughout the world . Developed by TransLegal
in cooperation with the Boston University School of Law, the Boston
University Center for English Language and Orientation Programs,
and Cambridge University Press (www.translegal .com/ plead.php)
www.translegal.com . Language-learning resources for legal English
Cambridge International Legal English Certificate (ILEC). A
Cambridge ESOL (Engli sh for Speakers of Other Languages)
exa mination produced and assessed by University of Cambridge
ESOL Examinations in collaboration with TransLegal. ILEC is the
world 's first internationally recognised test of legal English
(www.legalenglishtest.org).
LexMail™ (http:j jwww.translegalcomjsamplelexrnail.php).
A website that helps you build your legal English vocabulary
through a new word every week with :
- a definition
- a sound file for pronunciation help
- examples of use in context
- related terms
- common mistakes.
Authors' acknowlegements
We would like to thank our editor, Nick Robinson, for his excellent
guidance, support and feedback throughout the project. We would
also like to thank Clare Sheridan for her help in initiating the project
and for her support throughout. Thanks also to Catriona Watson-Brown
for her careful and tireless editorial work, and to Jeremy Day for his
excellent work on the Teacher's Book and for his valuable feedback.
-for their love and understanding. She would also like to thank her
brother and sisters, and her dear parents, for their support.
Matt would like to express his special thanks to Carmen for her love,
support and patience during this project.
Publisher's acknowlegements
The authors and publishers would like to thank Dorthe G.A. Engelhardt
and Monica Hoogstad for commenting on the materials.
About the authors
Matt Firth
Matt Firth teaches English for Legal Purposes at the University of
St Galien, Switzerland, and the Hochschule Vaduz, Liechtenstein.
He is the ILEC Regional Manager for Austria and Germany,
and runs regular workshops on teaching legal English. Matt is
Production Manager with TransLegal, his most recent project being
the PLEAD Legal English blended-learning course (TransLegal I
Boston University 1 Cambridge University Press). Matt is a regular
contributor to various ELT journals, and writes a regular column in
legal English for Business Spotlight magazine.
Amy Krois-Lindner
Amy Krois-Lindner teaches language competence courses at the
University of Vienna and the Vienna University of Technology. She
has been involved in the development of several ESP courses, as
well as a departmental ESP module with certification. She also
teaches business English and is a teacher-trainer. Together with
TransLegal , she is the author of International Legal English (CUP
2006).
Translegal®
www.translegal.com
TransLegal is Europe 's leading firm of lawyer-linguists, providing
the legal community with:
online legal English courses ;
online legal language resources;
live legal English courses and seminars ;
translations of legal and commercial documents;
legal language consultancy services.
TransLegal has collaborated with Cambridge ESOL, a division of
the University of Cambri dge, in the development of t he Cambridge
ILEC examination, the world's on ly internationally recognised test
of legal English .
For more information about TransLegal and for online legal
language resources , visit www.translegal.com
 1 A career in law

THE STUDY OF LAW

Lead-in
The study of law differs from country to country, but most law degree programmes 1
include core [compulsory) subjects which all students must take. Which core courses are
typical in your country? How long does it take to complete a law degree?

Reading 1: A career in Law

1 Read the text below and answer these questions.
1 Whi ch cou rses do law students in the UK have to take?
2 Which optional courses might a st udent who wants to work in a big
law fi rm take?

The study of law is intellectually stimulating and challenging, and can lead to a
variety of interesting careers.
In the UK and the USA, law degree programmes usually take three years to
complete. In the UK, these programmes typically include core subjects such as
criminal law , contract law, tort law, land law, equity and trusts, administ rative
law and constitutional law. In addition, students are often required to take
cou rses covering skills such as legal writing and legal research .
There is also a variety of optional (elective) courses available. Since many
law students go on to become lawyers, students often take courses that
will be useful to them during their futu re careers. Someone wishing to run a
smal l partnership or to work alone as a sole practitioner in a small town may
decide to take subjects such as family law, employment law and housing law.
Those wishing to work in a large law pract ice will consider subjects such as
company law, commercial law and litigation and arbitration.

Many universities also offer courses on legal practice. Courses like this give
students the opportunity to experience the work of a lawyer before deciding
on a career in the law. Another way of finding out more about law in practice is
to get involved with a voluntary advice centre or law clinic. These clinics offer
free legal assistance to the local community and provide a useful introduction
to some of the day-to-day work of a lawyer.
For students wishing to work in a comme rcia l practice , knowledge of fore ign
languages is essentia l. When law firms hire new recruits, they generally look
at four things: ed ucati on, persona lity, wo rk experience and la nguage abil ity.
Since English is the language of the internati onal legal community, law firms
increasingly expect graduates to have a good command of English.

1
(US) programs
2 Read the text again and decide whether these statements are true (T) or false
(F). If the statement is false, correct it.
1 A course in family law is usually included among the core subjects at law
schools in the UK.
2 Some law degree programmes offer courses in some of the important skills that
lawyers need in order to do their work, such as legal writing or legal English.
3 Law clinics give law students the opportunity to learn about the legal problems
of the medical profession .
4 Today, commercial law firms expect recruits to be completely fluent in English.
3 When you record vocabulary, you should try to write down as many collocations
as you can, and not only single words.
How many collocations with the words legal (e.g. legal writin/ti and law (e.g. law
firm) can you 'find in the text?

Speaking 1: Law firms and courses

4 Discuss these questions with a partner. Look at the sample responses.
1 What type of law firm do you (think you would like to) work in?
I d., l.i.ke to work o..s o.. soLe pr~A.Cti..tioner , o..s I d., prefer to be my
1 1

own boss .
I itli.nk o.. big law firm wouLd, be excUing.
2 Which optional courses are you taking I did you take during your studies?
Th~s semester, I m Wki.ng CLY\ e.Lectixe course Ln envLronmenW law .
1

I took o.. course on 11umCLI'\ rig11~s law wl1en I wo..s Ln law scl1ooL .

Reading 2: Course descriptions

5 Reading texts in a foreign language often means encountering unfamiliar
words. Discuss these questions with a partner.
1 What is the best way to deal with unfamiliar words in a text?
2 Read the following list of strategies and discuss how useful they are.
What factors might affect the strategy you use?
0 Try to understand the new word with the help of surrounding words.
0 Look up every unknown word in a dictionary.
0 Ignore the unknown word and read on.
0 Look up some new words, ignore others.
0 Analyse the unknown word: ask what part of speech it is (a noun or an
adjective, for example); if it has a root or a prefix (Latin or French, for
example) that may help you understand it; if it has a positive or negative
meaning, etc.
Keep these strategies in mind when reading the text on page 10.
 6 Quickly read the law course descriptions taken from a university website. Ignore
the gaps for now. Do you think this university is in the UK? Why (not)?

·fi'Hfe~----~--~-------~--------------------------------------- 7 ----~------------------------------------------------------c:J

..... ~·~_,Q, 0,. ·'1'

First-year course descriptions

Introduction to law: This course aims to familiarize the student with the study of law; to begin
the development of certain basic skills, such as reading, analysis and synthesis of legal decisions,
and interpretation of statutes; to discuss fundamental aspects of the legal process, e.g. how courts
"make law" and the function of the courts with respect to statutory law.
1) ............ . .... :This course covers the fundamental principles governing the formation,
interpretation, performance, and enforcement of contracts. In addition, special attention is given
to the requirements of offer and acceptance, consideration, formal requirements, public policy, and
the problems of choosing a remedy in case of a breach. Some attention will also be given to the
Uniform Commercial Code.
2) .................................... :Topics covered include liability for intentional and negligently caused
injuries to person and property; strict liability; vicarious liability; ultra-hazardous activities;
products liability; nuisance; invasion of privacy; defamation; the impact of insurance and risk
distribution upon liability; accident compensation plans; damages; losses.
3) . .. ... .... . .......... :This course presents the basic concepts of criminal law. Crimes against
persons, property, and public administration are covered, with special emphasis placed upon
the law of homicide.

Second-year course descriptions

Evidence: This course will explore the rules of evidence and their rationale, including relevancy,
hearsay, impeachment, cross-examination, opinions and experts, documents, and privileges.
Criminal Procedure: This course will cover regulation of law enforcement conduct during the
investigation of crimes, with special emphasis on constitutional and statutory limitations. Topics
include search and seizure, confessions and incriminating statements, electronic surveillance,
entrapment, identification procedures, and remedies for improper police conduct.
4) . ...... ... ........ ..... .. . :This course covers the general principles of federal constitutional law,
including government authority and its distribution under the constitution; the judicial function in
constitutional cases; powers delegated to the national government and the reserved powers of the
states in areas of federal authority; intergovernmental relations; rights, privileges, and immunities
under the constitution; national citizenship; the contract clause; the federal constitution and the
amendments thereto.
5) ..... :This course is designed to acquaint students with the nature of legal
research. Students will analyze judicial opinions; apply legal concepts and rules; and learn correct
legal citation and use of correct precedent. Special attention is given to the mechanics of legal
research, the techniques of writing memoranda, and briefs.
7 Choose the correct title for each course in the catalogue excerpt on page 10.
1 Criminal law 1 Crime law
2 Law of the constitution 1 Constitutional law
3 Contract law 1 Contracting law
4 Legal research and writing 1 Legal investigation and writing
5 Liability law 1 Tort law
8 Read the excerpt again and answer these questions.
1 Which course covers basic skills that students will need during their studies?
2 Which course deals with research and writing skills needed in professional life?
3 Which course teaches students how to cross-examine a witness?
9 Underline three words you do not know. Try to guess their meaning by looking
at surrounding words and analysing the words.
10 Which of the courses in the excerpt are/were you required to take in the law
degree programme you arejwere enrolled in?

Listening 1: Law courses ·

Most universities now offer language courses for lawyers, and in some countries these
courses are compulsory. Some courses in legal English focus on the study of Anglo-
American legal systems and associated terminology. Others offer a more practical
introduction to the language skills lawyers will need during their future careers.
You are going to hear a discussion between two law students, Heidi from Germany and
Pavel from Russia. They are each spending a semester studying law in England and are
discussing the English courses they were required to take as part of the law degree
programmes in their respective countries.
11 .. ~ 1.1 Listen to the discussion and tick (.f) what each speaker says he/she did
on his/her legal English course.
Heidi's course Pavel's course
{Speaker 1} (Speaker 2}
1 worked on writing skills for lawyers D D
2 practised legal research skills D D
3 learned about other legal systems D D
4 studied terminology D D
5 gave presentations D D
6 practised speaking about own legal system D D
12 .. ~ 1.1 Listen to the conversation again and then discuss with a partner which
course (Heidi's or Pavel's) most resembles your experience of legal English
so far.
Language use: Comparative and superlative forms
13 The two law students in Listening 1, Heidi and Marc, compared the legal English
courses they took at their universities. Look at these sentences from the dialogue
(1-9) and match them with the rules regarding the use of comparative and superlative
forms (a-h). Some examples may match with more than one rule.
1 People here speak very quickly, which makes it harder to understand.
2 But now it's much easier- I can understand almost everything.
3 That's more difficult for me than understanding what people say.
4 Yes, I think writing's the hardest thing to do in English.
5 Our course was more practical- we worked on the language skills that lawyers need.
6 We didn't really work on speaking skills, though; it was more important to present
the terminology.
7 That was definitely the most useful thing we did.
8 It sounds like your course was better than mine.
9 I don't know if it was better, but it was certainly more language-based and more
skills-based.
r-·- -
ii a Adjectives with one syllable form their superlative by adding -est.
; b Adjectives with one syllable form their comparative by adding -er.
i c Short adjectives ending in -y form their comparative by removing -y and
adding -ier.
~ d Multi-syllable adjectives form their comparative with more.
·e Compound adjectives form their comparative with more.
if Multi-syllable adjectives form their superlative with most.
if g Some very frequent adjectives have irregular comparative forms.
1 h Than is used to introduce the second element in a comparative structure.
:

14 Complete this excerpt from an introductory talk given in the first session of a legal
English course. Use the correct comparative or superlative form of the adjectives given.

You might be expecting to learn a lot of detail about Anglo-American legal systems and
their foundations, but our focus this semester will be 1) .. . .u. (practical)
than theoretical. We will mainly be working on language skills, such as writing letters
or speaking with clients. I am convinced this is the 2) .... (good) way
n•••HH•••·······••n•n•n

to prepare for using English for law. You may find this course 3) ..
(challenging) and 4) . u. u.. u...................... .u.. (time-consuming) than you expected, but you
H • ••••••

may also find it one of the 5) ········•••nn••····· (useful) courses you take at university,
n•••••n•n••••••n••nn • •n•••

as many students have told me in the past. To make it 6) ················u··········u·············u·uuu ... (easy) for
you to plan your time, I'll be handing out a list of the readings and the assignments you'll
be working on this term.

Speaking 2: Learning approaches

15 Discuss these questions with a partner.
1 Which of the four skills - reading, writing, listening or speaking - do you find
the most difficult?
2 When it comes to learning legal English, which of the two courses discussed by
Heidi and Marc do you think offers the better approach? Explain the reasons
for your choice, using comparatives and superlatives if possible.
LAW IN PRACTICE
Lead-in
Lawyers in smaller firms often advise clients on general legal issues, contacting colleagues
for assistance when necessary. Lawyers in larger firms tend to specialise in specific areas,
such as advising on tax matters, dealing with commercial transactions or registering patents.
Which areas of law do you find most interesting and why?

Reading 3: Graduate recruitment programme

16 Read the advertisement for the Barker Rose Graduate Recruitment Programme
and answer these questions.

1 Do you need to have a law degree to qualify for the programme?

2 How will Barker Rose help graduate students qualify to become solicitors?

eae C)

- - -- - --

»The Barker Rose Graduate Recruitment whose application otherwise demonstrates first-
rate personal qualities and experience.
For the ambitious graduate wishing to train as
a commercial lawyer, we offer trainees first-rate Apply by 31st July two years before the start of
work in an informative, challenging and busy the training contract.
atmosphere, where your contribution counts from
To apply online, please click on this link:
day one.
We require approximately 15 exceptional trainee
solicitors each year to contribute to our future
http://www.barkerrose.co.uk
I
We will pay your full course fees for both the GDL
growth, in both our London and Manchester
and LPC, plus maintenance of £6,000 during your
offices.
GDL and £7,000 through your LPC study year. 2

We handle only commercial matters, offering

If you would like further information, please
training in company, commercial and finance,
contact Graham Matthews, our Graduate
commercial litigation, employment, media,
Recruitment and Trainee Manager, on 0650
energy, trade and commodities, sh ipping and
581 8967 or by email at graduate.recruitment@
property law, and in the business skills essential
barkerrose.co.uk.
to success as a solicitor.
Barker Rose will be presenting its Graduate
Recruitment Programme at the University of
Strong academic qualifications, including a 2.1
London Law Fair on 15 May at 2.30 p.m. in
degree 1 (any discipline). We take a flexible
the John Adams lecture theatre.
approach and are willing to progress candidates

---------
1 In th e UK, different-class degrees are awarded as follows: 1 (a first), 2.1 (a two·one) , 2.2 (a two-two) ,
3 (a third).
2 The Graduate Diploma in Law (G DL) is a conve rsion co urse allowing th ose holding non-law degrees in any

subject to convert to a ca reer in law. After completing the GDL, students who want to become barristers
take the Bar Vocational Course (BVC) before enteri ng the profession as pupil barristers. Students who
want to become solicitors take the Legal Practice Course (LPG) before becoming trainee solicitors .
17 Read these four descriptions of students and decide if they would be suitable for
the Barker Rose Graduate Recruitment Programme. Give reasons for your answers.
1 Andrea
Andrea is most interested in criminal law and has helped advise defendants
of their rights at her university law clinic. She is very studious and is aiming
for a first-class law degree.
2 Sandip
Sandip founded his own e-commerce business following a disappointing 2.2
law degree. He is now in great demand as a gifted dotcom consultant, but
would like to pursue a career in commercial law.
3 Meral
Meral is interested in company law and is very ambitious. Her aim is to
become a partner in a law firm by the age of 30. She would like to begin her
training contract next year in order to get ahead as soon as possible.
4 Oren
Oren is a business-studies student and would like to pursue a career advising
companies on mergers and acquisitions. He had originally wanted to start his
own business, but decided on a career in law during his second year.
18 Discuss these questions with a partner.
1 Would the Barker Rose Graduate Recruitment Programme be of interest to
you? Why (not)?
2 If you had the chance to speak to someone about the programme, what
questions would you ask?

Writing: Short email

19 The Barker Rose Graduate Recruitment programme gives an email address
where you can write for more information. Write a short email asking the
questions you discussed in Exercise 18, question 2. Use the opportunity
to give some information about yourself, your professional and academic
background and why you are interested in applying for the programme.

Listening 2: Graduate recruitment programme

20 .. ~ 1.2 Barker Rose are presenting their Graduate Recruitment Programme at
the University of London Law Fair. Listen to the first part of the presentation
and decide whether these statements are true (T), false (F) or not clear (NC).
1 The students at the presentation have recently taken their mid-term exams.
2 The speaker is a law graduate.
3 Most of the speaker's lawyer friends are partners in law firms.
4 The speaker will take questions during and at the end of the talk.
5 There were over 60 lawyers working for Barker Rose in 1979.
6 New associates can work in an area of law that interests them.
21 .. ~ 1.3 Listen to the second part of the presentation and answer these questions.
1 How much do graduate trainees earn during their second year at Barker Rose?
2 How are year-end bonuses awarded?
3 What other benefits are paid for by the firm?
4 How many hours are associates expected to bill per year?
5 After how many years are some associates considered for partnership?
22 Some words can have several meanings. Choose the best explanation (a or b)
for each of these words or phrases as they are used in the presentation.
1 a partner
a one of the owners of a partnership (e.g. a law firm)
b someone's boyfriend , girlfriend, husband or wife
2 an associate
a a person whose position at work is slightly lower or less complete than
the full official position described (e.g. an associate director)
b a person who is closely connected to another person as a companion,
friend or business partner
3 a bonus
a a pleasant, additional thing
b an extra amount of money given as a reward in addition to the money you
were expecting
4 benefits
a a helpful or good effect, or something intended to help
b things such as medical insurance that employees receive in addition to
money
5 to practise 1
a to do something regularly in order to become skilled at it
b to work in an important skilled job for which a lot of training is necessary

Text analysis: Structuring a presentation

In order to be effective, a presenter must make the audience understand why the topic
is important to them. It is also important to make your points short, simple and clear.
Remember to KISS [Keep It Short and Simple).
23 This outline gives a detailed summary of the main parts commonly found in
presentations. Find each of the points in the transcripts for audios 1.2 and 1.3
(pages 124-5). Write down the line numbers at which each point can be found.
1 Welcome the audience
2 Introduce yourself
3 Introduce the topic
4 Tell the audience why they should be interested in the topic
5 Tell a short personal anecdote
6 Give an overview of the talk
7 Main point 1
8 Main point 2
9 Main point 3
10 Main point 4
11 Summary
12 Final 'bang' - leave the audience with a strong final impression

1 (US) to practice
24 .. ;:: 1.2, 1.3 Listen again to the whole presentation and complete this table of
useful phrases.

Language function Phrase

Welcoming the 1 Hello, everyone, .................................................................................................................... along.
audience
2 It's great that so many of you were ...................................................................................... .
............................. this morning.
Introducing yourself 3 OK, let me just ........................................................ ............................. myself.
Introducing the topic 4 I've been asked along ............................. ........ ................... ............... ..... the .. .
Telling the audience 5 ... (a programme) I'm sure will be of ............................. ..........................................................
why they should be ............................. as ...
interested in the
topic. 6 It's right ............................................................................................................... to .. .
Telling a short 7 1............................. when I .. .
personal anecdote
8 I know from ..................................................................................... that .. .
Giving an overview of 9 There are ....................................................................................... I'd like to cover today.
the talk
10 First, ............................................... .................................. giving you a little information about
Barker Rose. I'll then go on to ........................... what we have to offer to new
associates .............................. , I'll also ..................................................................................................................
what we expect from our potential graduate recruits.
Introducing the next 11 So, to ...................... ............................... , who are Barker Rose?
point
12 This brings .................................................................................................................... point: what .. .
13 This leads .......................................................... what .. .
14 Let's now .................................................................................. what we .. .
Concluding the 15 To ............................. , Barker Rose .. .
presentation
16 Finally, I'd like to ........ ................................................ about what I said at the beginning
of my talk today.
25 How formal was the style of the presentation? Support your answer with
examples from the table above.

Speaking 3: Presentation
26 Prepare a short presentation on one of these subjects. Use the guidelines
above to help you.
0 What your university has to offer potential new undergraduates
0 What your law firm has to offer graduate recruits
Language Focus
1 Vocabulary: types of law firm Match the halves of these sentences about the
different types of law firm mentioned in Reading 1.
1 A commercial practice a is managed by partners who share profits and
responsibility equally.
2 A large law firm
\ b works on his or her own, has no partners and
3 A law clinic usually handles smaller cases.
4 A partnership c advises clients on corporate and commercial
matters and may also negotiate transactions
5 A sole practitioner and solve business problems.
d can have 50 or more lawyers working on
complex matters for large organisations.
e gives students an opportunity to deal with real
clients and to develop their legal skills.

2 Vocabulary: law vs legal Complete these sentences by inserting either law or legal.
1 Instruction in ..... ......1&9qJ............. English is becoming compulsory in a growing number
of law faculties all over the world.
2 After university, my work as a trainee solicitor gave me useful experience in
commercial litigation, and I was offered a good position in a large ...................................... firm.
3 During my studies, I volunteered at a local ...................................... clinic, where I provided
free ...................................... assistance to people who could not afford to pay for a lawyer.
4 Some of the most important courses a student completes during his or her
studies of the law are skills courses, such as courses in ............................. ... .... writing
and ...................................... research.
3 Prepositions Complete these phrases from the lawyer's talk in Listening 2 with the
prepositions in the box.

I about about about at by by for for from of on to to to with I

a First, I'll start ..... .... P�............ giving you a little information ...................................... Barker Rose.
b Our Graduate Recruitment Programme includes an excellent set ......................................
benefits ...................................... students prepared to commit themselves fully.
c I'll then go ...................................... to outline what we have to offer ...................................... new
associates.
d OK, let me just start ...................................... introducing myself.
e Finally, I'll also talk a little ...................................... what we expect ...................................... our
potential graduate recruits.
f Hello, everyone, and thanks ...................................... coming along.
g Finally, I'd like to remind you ...................................... what I said ...................................... the beginning
of my talk today.
h So, to start ..... ... ........ ................. , who are Barker Rose?
This brings me .. ................................... my next point: what benefits can successful
applicants ...................................... our Graduate Recruitment Programme expect?
4 Ordering Number the statements in Exercise 3 in the order in which they most likely
occurred. You may want to listen to the talk again to check if your answers are 1carrect
1 f ...
 2 Contract law

THE STUDY OF LAW

Lead-in
It is difficult to imagine going very long before making some kind of agreement enforceable
by law. Whenever we buy goods and services, we enter into a contractual relationship.
1 What kinds of contract have you entered into recently? Make a list of some of
the goods and services you have bought or used over the past 48 hours.
Compare your list with a partner. Is it always clear whether the above are goods
or services? How would you classify the electricity you consum~ every day?

Reading 1: Contract law

This text deals with some of the main features of contract law.
2 Read the first paragraph. What is necessary for a valid contract to be formed?
3 Now read the whole text. Which two remedies following a breach of contract
are mentioned? Are any other options available in your own jurisdiction?
4 Read the text again and decide whether these statements are true (T) or false (F) .
1 In all legal systems, parties must give something of value in order for a
contract to be formed.
2 An offer must be met with a counter-offer before a contract is agreed.
3 Oral contracts are not always valid.
4 If in breach , the court will always force the party to perform the contract.
5 Assignment occurs when one party gives its contractual rights to another party.

Contract law deals with prom ises which create legal rights. In most lega l
systems , a contract is formed when one party makes an offer that is accepted
by the other party. Some legal systems require more, for example that the parties
give each other, or promise to give each other, something of value . In common-
law systems , this promise is known as consideration . In those systems, a
one-sided promise to do something (e.g. a prom ise to make a gift) does not
lead to the formation of an enforceable contract, as it lacks consideration .
When the contract is negotiated , the offer and acceptance must match each
other in order for the contract to be binding. This means that one party must
accept exactly what the other party has offered . If the offer and acceptance
do not match each other, then the law says that the second party has made
a counter-offer (that is , a new offer to t he first pa rty which then may be
accepted or rejected) .
For there to be a valid contract, the parties must agree on the essential terms.
These include the price and the subject matter of the contract.
 Contracts may be made in writing or by spoken words. If the parties make a
contract by spoken words, it is called an oral'contract. In some jurisdictions,
cer_tain special types of contracts must be in writing or they are not valid (e.g.
the sale of land).
Contracts give both parties rights and obligations. Rights are something
positive which a party wants to get from a contract (e.g. the right to payment
of money). Obligations are something which a party has to do or give up to
get those rights (e.g. the obligation to do work).
When a party does not do what it is required to do under a contract, that
party is said to have breached the contract. The other partymay fil~ a lawsuit
against the breaching party for breach of contract. The non-breaching
party (sometimes called the injured party) may try to get a court to award
damages for the breach. Damages refers to money which the court orders
the breaching party to pay to the non-breaching party in compensation. Other
remedies include specific performance, where a court orders the breaching
party to perform the contract (that is, to do what it promised to do).
A party may want to transfer its rights under a contract to another party. This
is called an assignment. When a party assigns ('gives') its rights under the
contract to another party, the assigning party is called the assignor and the
party who gets the rights is called the assignee.

5 Complete these sentences using the words in the box.

breach counter-offer damages formation obligations oral
contract terms

1 Usually, contract. . .. occurs when an offer is accepted.H •• •• • ••••••••

2 A new offer made by one party to another party is called a

3 The price and the subject matter of a contract are the essential
............................................. .... of a contract.
4 A contract which is not in written form but has been expressed in spoken
words is called an H •••••••••• • •••• •

5 Under a contract, a party has . (that is, certain things H • • ••• • ••

it has to do).
6 When a party does not do what it has promised to do under a contract,
it can be sued for .... of contract. H ••••••••••••••••••••••••••••••••••

7 A court can award .... to the non-breaching party.

6 Match the verbs in the box with the nouns they go with in the text.

accept award breach enforce file form make negotiate perform

reject

1 an offer
2 a contract
3 damages
4 a lawsuit
7 Which other verb-noun collocations are possible with the words in Exercise rs?

Uolt' Cootcact law ~

 8 With a partner, take turns to look at each of the verbs in the box in Exercise 6
and discuss whether the following subjects can carry out the action in question:

I 1 a party 2 the parties 3 the court 4 a lawyer

I I
I

EXAMPLE: Well, a. pru-ty o..ccepts ru-1 offer, ru-1ci a. lAwyer can o..ccept ru-1
offer, too . But I cion't think you can so..y tho..t a. court o..ccepts ru-1 offer .

Reading 2: Remedies for breach of contract

9 Read this excerpt from a law textbook. What does the word remedy in the text
mean?

REMEDIES FOR BREACH OF CONTRACT

If a contract is broken, the injured party might be expected to demand any of the
following:
• to have what they gave returned to them ('restitution')
• compensation for their loss ('damages')
• the other party to be forced to perform the contract ('specific performance')
In the common-law tradition, damages is the usual remedy that a court awards for
a broken contract. Restitution and specific performance are available only in
certain circumstances.

10 According to the text, what is the most common remedy for breach of contract
in the legal systems of English-speaking countries? What is the most common
remedy in your jurisdiction?

Listening 1: Asking for clarification and giving

explanations
11 .. ~ 2.1 Listen to the first part of a short conversation between two law students,
who are discussing the law textbook excerpt in Exercise 9. What is the first
student confused about?
12 .. ~2.1 Listen again and tick (.I') the expressions the student uses to ask for
clarification.
1 What does that mean? D
2 Sorry, I don't follow you. D
3 I don't understand that. D
4 I don't know what that word means. D
5 That doesn't make sense to me. D
6 I don't get it. D
13 How would you explain to the student what the term damages means and how
it differs from the word damage? Discuss this with a partner.
14 .. ~ 2.2 Listen to the second part of the dialogue and compare your answer with
what the second student in the dialogue says.
15 .. ;: 2.2 Listen again and tick (.I) the expressions the second student uses for
giving an explanation .
1 Well, it's quite straightforward. D
2 Allow me to clarify. D
3 Let me explain. D
4 What this word means· is . . . D
5 It's like this . D
6 In other words , . . . D
16 Which of the expressions in Exercise 15 is the most formal? When would you
use th is more formal way of giving an explanation?

Speaking 1: Terminology
17 With a partner, take turns choosing and explaining one of these terms in your
own V'{Ords. Can you guess which word your partner is defining?

0 damages 0 specific performance 0 restitution

0 assignor 0 assignee 0 the breaching party
0 the non-breaching party 0 the injured party 0 remedy

Listening 2: Contract law lecture

18 .. ;: 2.3 Listen to the beginning of a lecture on contract law. What is the general
subject of the lecture?
19 .. ;: 2.4 Listen to the whole lecture and answer these questions.
1 Which of these terms does the speaker mention?
agreement D counter-offer D
consideration D acceptance D
negotiation D remedy D
offer D
2 What topic will the lecturer talk about next time?
20 .. ;: 2.4 Listen again and complete this excerpt from a student's lecture notes by
writing one word in each space.

Introdu.ctory lectu.re on Contrctct Formcdion

lhr~ req_u.ireV'!'lents for forma. tion:
1) .................................. .... ...................
;U ................. ..................................... ..
3) intention to crea.te ......... ...... ........ .......................... ..... .. relo..tions
A_gr~V'!'lent: when Li) .................................................... become o.. settled. d.ea.l
when o..n offer is ma.d.e o..nd. 5) ............................................................ , there is o.._gr~V'!'lent.
Qu.estions o..bou.t offers: e:9. who ma.kes o..n offer in o..n o..u.dion? I.s o..
6) ...................................................... list o..n offer? I.s o..n o..d.vertiseV'!'lent o..n offer? .. .
• Qu.estions o..bou.t o..capto..nce: does o..capto..nce ha.ve to lx;
7) .................................... .............. .. ? Accept by 8') ............ ................................... ........... ?
• Consid.ero..tion bo..sico..lly V'!'leo..ns the q) .................................... .................. I.f there is no
consid.ero..tion, the contro..ct is not l~o..lly 10) ...................................................... .
Next week's lectu.re will cover ru.les of 11) ............................................. ........... .
 Speaking 2: Summarising the Lecture
21 A fellow student missed the introductory lecture on contract formation and has asked you to explain
the most important points to him. Taking turns with a partner, explain in your own words what the
~I lecturer said about the following topics. If you don't understand something, ask for clarification.
When your partner has finished explaining, say whether your partner has left something out or
whether you understand it differently.

0 agreement: what it is and when it occurs 0 questions about acceptance

0 questions about offers 0 consideration: what it is

LAW IN PRACTICE
Lead-in
Lawyers are often consulted by clients who need advice in contract disputes. What kinds of things could
lead to such disputes?
When meeting with a client to discuss a dispute, a lawyer will generally explain how the law relates to the
contract in question. This may mean helping the client to understand technical terms and important legal
concepts. It will often be necessary to examine a particular clause, or section of the contract, carefully.

Reading 3: Contract clause

22 Read the clause from a contract and answer these questions.
1 Which word means ship or boat?
2 What does the clause deal with?
3 What words are used to refer to each party to the contract?
4 What do you think probable readiness means?
5 What does the word shall mean in the context of this clause?

2 a The buyer shall nominate the date of shipment. The buyer shall give the seller at least two
weeks' notice of probable readiness of vessel(s) and of the approximate quantity to be loaded.
b Upon notification of probable readiness of vessel(s), the seller shall
nominate a port for the loading of goods.
c Shipment is required no later than 22 May 2008.

23 Complete these lists of obligations using your own words. How are the obligations expressed in the
actual contract clause?
I
Buyer must:
1
il 2
Ill 3 ................................................................ ................................................................................................ .
Seller must:
I 4
24 Discuss with a partner what can go wrong in connection with a clause like the one in
Exercise 22. What might the consequences be?
Listening 3: Conditions and warranties
25 ~::=2.s You are going to hear a conversation between a lawyer (Mr Dawe) and
his client (Mr McKendrick, Director of Export Threads, the seller referred to in
the contract extract in Exercise 22). Listen to them discussing the case and
answer these questiqns.
1 What is the name of the buyer in this dispute?
2 Why does Export Threads want to terminate the contract?
3 Does a breach of contract automatically allow one party to terminate
the agreement?
4 Does the lawyer think that Export Threads has a strong case?
5 What legal grounds might Export Threads have for terminating the contract?

26 Read the audio transcript of the dialogue on pages 125-126. Underline the
phrases which mean I don't understand and those used for giving an explanation .
27 a In the dialogue, the lawyer says that his client relied on the seller to notify
him of the date of shipment. The term reliance refers to depending on
someone's promises. Read these definitions of reliance (1-3) and match
each with its source (a-c).
1
reliance
1 The act of relying on someone or something; trust.
2 The condition of being reliant or dependent.
3 A person or thing which relies on another.

2
reliance n. the act of relying; taking action
as a result of another person's promises or
assurances. Compensation may be available
for losses incurred by a claimant resulting
from such reliance (reliance damages).

3
reliance /n'la1gns/ noun [U]
when you depend on or trust
in something or someone:
The region's reliance on
tourism is unwise.
You place too much reliance
on her ideas and expertise.

a The Cambridge Advanced Learner's Dictionary

b an online legal dictionary
c The Wiktionary (an online dictionary created by its users)
b Which of the dictionaries did you find most useful? Why?
c What role do you think reliance plays in this contract?

Unit> Contcact law E

Language use: can I could I may I might
In his conversation with his client, Mr Dawe talks about a number of possibilities,
for example the possibility that Drexler might sue him for breach of contract.
There are several ways to talk about possibilities in English:

0 can 1 could (but not may 1 might) are used to say something is generally
possible:
I really don 't see how they can/ could sue us.(= I don't see how it is 1 would
be possible for them to sue us.)
! rea/Jy doR 't see hew they may/ might s1:1e 1:1s.

0 may 1 might 1 could (but not can) are used to talk about the chance that
something will happen or is happening:
They may/ might/ could sue you. (= It is possible they will sue you.)

Tf:ley eaR s1:1e ye1:1.

may not 1 might not (but not could not) are used to talk about a negative
possibility in the future:
Drexler are saying that we are unreasonably refusing delivery, but I guess if
we make our side clear, then they might not take any action against us?
(= It is possible they won't take action.)

0 In the above example, using could not would change the meaning from
possibility to ability:
Drexler are saying that we are unreasonably refusing delivery, but I guess if we
make our side clear, then they couldn't take any action against us?(= They
would not be able to take action.)

28 Rewrite these sentences using a suitable form of can, could, may or might.
1 I don't see how it is possible for them to sue us .
..1. ...M.n't..?..~J:19. W. ....it.J.~ ...~ ...l . <:9.\A..t 4 ... ?..\A..~ ...\A..?..,.. .......................... ...............................
2 If we offer a generous out-of-court settlement, it is possible that they will
not sue us.
If
3 You shouldn't breach the contract. It is possible they will sue you.
They........................................................................................... ...................................... ..................................... ..................... .
4 If you can assure us that such a breach will not happen again, then it is
possible that we won't take any further action.
If

5 I think it is possible for us to work together again in the future.

I
6 If you raised your prices, it would not be possible for us to work together.
If ............. ........
 Text analysis: Email of advice
29 This email summarises the discussion between the lawyer, Mr Dawe, and his
client. It contains four errors of fact. Find and correct the errors.

The termination of your contract with Drexler Inc.

Dear Mr McKendrick

Thank you for coming to see me on 30 May when we discussed the termination of your
contract with Drexler Inc. I am writing to summarise our discussion and to confirm your
instructions.
2 You told me that Drexler Inc. agreed to purchase a large quantity of goods (exact amount
unspecified) from your firm, Export Threads. Under clause 2a of the contract, Drexler were
to give you two days' notice of the date of shipment so that you could arrange a lorry for the
transportation of the goods. You were unable to arrange this because Drexler failed to let you
know by the agreed date. You now wish to terminate the contract.
3 The legal issue here is whether or not Drexler's breach is enough to allow Export Threads to
terminate the contract without being liable for damages. If the contract term in question can
be shown to be a condition, you will be able to terminate the contract without fear of damages
being awarded against you. If the term is simply a warranty, you will be able to claim damages
to cover any costs you have incurred as a result of this breach, but may not actually terminate
the contract.
4 Recent case law suggests that if you do choose to terminate the contract, and if Drexler
subsequently decide to sue you, the courts would rule against you. Your contract involves a
chain of sales, and in such cases, the need for certainty is very important. You were unable to
arrange the loading of the goods as a direct consequence of Drexler's breach of clause 2a, and
this term would be interpreted as a condition.
5 I will write a letter to Drexler Inc. outlining the above and notifying them of your intention
to renegotiate the contract. I will request confirmation from Drexler that they accept our
interpretation both of the events and of the relevant law, and that your termination of the
contract will not lead to any unnecessary legal action on their part. I will be in touch again
shortly. Please do not hesitate to contact me if you have any questions.

With kind regards

Charles Dawe

30 The email in Exercise 29 follows a standard pattern for an email of advice from
a lawyer to a client. Match each paragraph (1-5) with its correct label (a-e).
a Opening paragraph
b The lawyer's proposed action
c The lawyer's advice
d Summary of the facts
e The legal issue(s)
31 During this course, you will be asked to write several letters and emails of
advice. Read through the email in Exercise 29 and highlight any phrases that
would be useful in your own legal correspondence.
EXAMPLEs: Thmk !JOtA for coming to see me on 30 M~ w11en we
cli.sw ssed.. ...

Writing: Email of advice

32 Use these notes of an interview with a client to write an email of advice. Use
the email in Exercise 29 as a model.

7 November
Client- Berlingua Language School (Joanna Staines)
Other party- Simon Burnett, Burnett TV Supplies
Facts
Ms Staines (Director of Studies, Berlingua) bought a new satellite system (including
built-in hard drive) at 50% of the normal price from Burnett TV Supplies for
educational use. She mainly wanted to use it to record foreign -language TV
programmes for use during lessons.
When she first set it up and tried to record, she realised that the timer function was
broken. This means someone has to physically press 'record' and 'stop' whenever
they want to record something.
Ms Staines has asked for a replacement, but was told that she couldn't expect it
to work perfectly at such a cheap price. They have refused to replace it, but have
offered to repair it at a cost of £130.
Legal issues
Defect not pointed out at time of purchase; if reduction due to imperfections, seller
MUST inform client (Sale of Goods Act) .
Advice/Action
Ms Staines is entitled to either a full refund or a replacement system (her choice). I
outlined the options, Ms Staines is considering which to go for. I'm pretty sure that it
will only take one _letter from us before Burnett backs down- he'd have no chance in
the small claims court!

1111
• Now turn to Case Study 1: Contract law on page 118.
Language Focus

1 Word formation Complete this table.

negotiate

2 Prepositions Complete the following sentences about contract law using the
prepositions in the box.

I against for for in ffite to to under I

1 An individual or a business may enter ............. 0t.9. ...... a contract.
2 Anyone who is not a party ..................................... the contract is considered a third party
and cannot be obligated to do anything required ...................................... the contract.
3 If one of the parties breaches a contractual obligation, the non-breaching party
may file a lawsuit ....................... the breaching party.
4 Furthermore, a party will not be required to perform its contractual obligations if
another party is ....... .. breach.
5 Damages are awarded ............ ........ . ..... a party ...................................... any loss that the party
has suffered as a result of a breach of contract.
6 However, a party will not always be able to recover all losses when suing
.............................. damages.
3 Language functions Unscramble the following phrases for asking for clarification.
1 that What mean? does WYlo.b does ttlo.b mw..n?
2 I you follow don't
3 that I understand don't
4 I means don't what that know word
5 make That sense to doesn't me
4 Verb-noun collocations Choose the correct verbs.
1 My client has requested me to make 1@1 award a lawsuit against you for
breach of contract.
2 You accepted 1 awarded 1 admitted the offer my client made to you.
3 When you signed the contract, legal rights were called 1 claimed 1 created which
are enforceable under the law.
4 Since you have not carried out your obligations under the contract, you have
clearly assigned 1 rejected I breached the contract.
5 My client intends to claim I accept I enforce damages for all of the losses
incurred as a result of the breach .
 3 Tort law

THE STUDY OF LAW

Lead-in
The word tort is usually unfamiliar to Learners of English. As with other Legal English
terms, many native speakers of English who do not work in the Law would not know the
word either. What do you think it means?
1 a The area of tort law covers a wide range of cases. Match these case
descriptions (1-3) with the case names (a-c) .
1 A civil case for wrongful death which followed an unsuccessful criminal
prosecution for murder
2 An urban legend about a woman who sued a company for damages because
the instruction manual for her microwave oven gave no warning against the
way she used it
3 A 1994 case in which $2. 7m in damages were awarded
a Liebeck v. McDonald's Restaurants
b The People v. OJ Simpson
c Hubbard v. Speedicook
b What do these cases have in common?
2 Complete the definition below using the words in the box.
I act damages harm party I
Tort: a wrongful 1) .... .. ............... ...... ....... that causes 2) .................. ............ ... .. ......... to
another person for which the injured 3 ) .............................. .................. may request
4) ·························································.

Reading 1: Tort law

3 Read the text on page 29 on tort law and answer these questions.
1 According to the text, what are the two main objectives of tort law?
2 An injured party can sue for damages or for an injunction. According to the
text, what types of loss can be compensated by an award for damages?
3 What does the term injunction mean? Use the Glossary if necessary.
4 A manufacturer produces a dangerous toy train. What category of tort is this?
4 Match the adjectives (1-6) with the nouns (a-f) they co llocate with in the text.
1 civil a damages
2 contractual b wrong
3 inj ured c misrepresentation
4 fraudulent d party
5 medical e relations
6 monetary f expenses
 A tort is a civil wrong that can be remedied by awarding damages (other
remedies may also be available). These civil wrongs result in harm to a
person or property that forms the basis of a claim by the injured party. The
harm can be physical, emotional or financial. Examples of torts include
medical negligence, negligent damage to private property and negligent
misstatements causing financial loss.

There are many specific torts, such as trespass, assault and negligence.
Business torts include fraudulent misrepresentation, interference in
contractual relations and unfair business practices.

Torts fall into three general categories: intentional torts (e.g. unfair
competition), negligent torts (e.g. causing an accident by failing to obey
traffic rules) and strict liability torts (e.g. liability for making and selling
defective products).
Why some wrongs are dealt with by tort law (or the law of torts) and others
considered criminal offences is the subject of some debate. However, there
are certainly overlaps between tort law and criminal law. For example, a
defendant can be liable to compensate for assault and battery in tort and
also be punished for the criminal law offence of assault.
Differences between tort law and criminal law include: the parties involved
(the state brings an action in crime, a private individual brings an action
in tort); the standard of proof (higher in criminal law); and the outcomes
(a criminal action may result in a conviction and punishment, whereas an
action in tort may result in liability on the part of the defendant and damages
awarded to the claimant 1 ).
The primary aims of tort law are to provide relief for the harm suffered and
deter other potential tortfeasors from committing the same harms. The
injured person may sue for both an injunction to stop the tortious conduct
i
and for monetary damages. /
Depending on the jurisdiction , the damages awarded will be either
compensatory or punitive. Compensatory damages are intended, as far as
it is possible , to put the victim in the position he or she would have been
in had the tort not occurred. Punitive damages are awarded to punish a
wrongdoer. As well as compensation for damage to property, damages may
also be awarded for: loss of earnings capacity, future expected losses, pain
and suffering and reasonable medical expenses.

1 (US) plaintiff

5 Use the collocations you formed in Exercise 4 to complete these sentences.

1 While a crime such as murder or shoplifting is a wrong committed against
society, a tort is a ......................................................... committed against an individual.
2 Torts are handled in t he civil courts , whe re the ... .. ........ brings an
action against th e wrongdoer.
3 In most cases, t he injured party is entit led to remedies under t he law, such
as ..................... .............................
4 In medical malpractice cases, the damages awarded to the injured party may
include lost wages and ... .. . .... . . .

Uo;o Tort law E

 5 The tort of .................................. occurs when one of the parties to a contract
makes a false statement about a fact and knows it is not true, and this fact
is acted upon.
6 When a person stops parties from entering into a contract, for example, this
person is said to interfere in .................. .
6 What do you think these types of tort mentioned in the text mean: assault,
negligence, trespass? What kinds of acts do they cover? Give examples of
what someone has to do to be liable for each of these torts in your country.

Reading 2: Case note

Law students often read or write case notes 1 to prepare for classroom discussion at university.
Acase note is a short summary of the most important information about a case. As such, it is
a useful study tool. The format and contents of a case note can vary, but usually it includes
the following sections: case, facts, procedural history, legal issue, ruling and reasoning.
7 Quickly read through the case note below of an important tort law case and
match the headings (1-6) in the brief with these descriptions (a-f).

a relevant point of law

b information about the parties and the case
c what the court decided
d what happened
e why the court came to that decision
f how the lower courts decided

1 CASE: Palsgrafv. The Long Island Railroad Company, 248 N.Y. 339; 162 n.e. 99; Court of Appeals of
New York [1928]
2 FACTS: Plaintiff2 was standing on a platform of defendant's railroad when a train moved off
from the platform. Even though it was already moving, a passenger ran to catch the train. The
man, who was carrying a package wrapped in paper, appeared to lose his balance while trying
to board the moving train. An employee of the railroad reached out to help him.This act caused
the package in the man's arm to fall onto the rails. Unknown to the employee, the package
contained fireworks.When it fell, the fireworks exploded, causing some large equipment on the
platform to strike and injure the plaintiff. The plaintiff sued the railroad, claiming that her injury
resulted from the negligence of the employee.
3 PROCEDURAL HISTORY: The trial court found for the plaintiff. Defendants appealed, and the
appellate court affirmed the judgment.The railroad then appealed to this court.
4 LEGAL ISSUE: Did the railroad's negligence proximately cause plaintiff's injuries?
5 RULING: No. The Court of Appeals of New York reversed the decision.
6 REASONING: Negligence is not a tort unless it results in the commission of a wrong. If the
harm was not deliberate, it must be shown that the act could have been dangerous. Since in
this case the harm to the plaintiff was not wilful on the part of defendant, it had to be shown
that the act of dropping a package had the apparent possibility of danger. As there was
nothing on the outside of the package which would cause the reasonable person to believe
it contained explosives, there was no negligence. It was the explosion that was the proximate
ca use of plaintiff's injuries, an act which could not have been foreseen. Therefore the railroad
was neither negligent nor the proximat e cause of plaintiff's inju ries.The j udgment of the
appellat e court was reversed.
- -
1
(US) case briefs 2 (UK) claimant (The word plaintiffwas also used in English law until the new Civil
Procedure Rules (CPR) came into force in April 1999.)
8 Read sections 1 and 2 of the case note and answer these questions.
1 What is the name of the case?
2 Who is the defendant?
3 Who is the claimant?
4 What is the defendant alleged to have caused?
9 Read the rest of the note and answer these questions.
1 What was the lower court ruling?
2 What happened when the case was appealed?
3 The word proximate means 'direct' or 'immediate'. What did the court
determine is the proximate cause of the injury?

Key terms 1: Reporting procedural history

10 The procedural history section tells what happened when the case was tried
in the lower courts. Other sections of a case note give information about the
decision of the highest court at which the case was tried. Which sections of the
case note above contain this information?
11 Find words in the case note above to complete these definitions . You may need
to change the verb forms.
1 The person who brings an action in a court of law is called the

2 The person against whom an action is brought in a court of law is known as

the .... ········H····
3 When a case is decided in favour of a certain party, the court
····H· ··· ........... .. H .................. .. that party.
4 To bring a case before a higher court so that it can review the decision of a
lower court is to ....... a case.
5 A court which hears appeals from lower courts is called an
... or a

6 When a court states that a judgment of a lower court is true, it

·······················H············H········ that judgment.
7 When a court changes the judgment of a lower court to its opposite, it
• ••••••• H •• •• ••••• that judgment.

Speaking 1: Case discussion

12 With a partner, discuss the phases in the procedural history of the Palsgraf v.
The Long Island Railroad Company case and agree on a simple account of what
happened in the courts.
13 Discuss what you think might have happened if this case had been brought to
court in your jurisdiction.

""'" Tort law E

Listening 1: Frivolous lawsuits
Law students are expected to know the most important facts of a large number of cases,
as well as the legal issues involved and the procedural history of these cases.
14 You are going to hear a discussion between two law students, Maria and
Fabio, about a well-known product liability case. Maria mentions compensatory
damages and punitive damages. What is the difference between these types of
damages? Which should be the highest in a case involving serious negligence?
15 Ill~ 3.1 Listen to the discussion and answer these questions.
1 What does Fabio mean by the words frivolous lawsuit?
2 What injury did the plaintiff suffer?
3 Why did McDonald 's refuse to settle out of court?
4 How much did the court award Liebeck in compensatory damages? How
much in punitive damages?
5 How much did Liebeck finally receive in damages?
16 Ill~ 3.1
Complete the procedural history section of this excerpt from a case note
using words you have studied so far in this unit. Listen to the discussion again
if necessary.

CASE: Liebeck v. McDonald's Restaurants, P.T.S., Inc., No. D-202 CV-93-02419, 1995 WL 360309
(Bernalillo County, N.M. Dist. Ct. Aug. 18, 1994)

FACTS: In 1992, Stella Liebeck, a 79-year-old woman from Albuquerque, New Mexico, bought
a cup of coffee from the drive-through of a McDonald's restaurant. Liebeck placed the coffee
cup between her legs and opened it. She spilled the entire cup of coffee on her lap. Liebeck was
wearing cotton sweatpants which held the hot liquid against her skin, burning her lower body
severely. At the hospital, it was determined that she had suffered third-degree burns on six per cent
of her skin. She stayed in the hospital for eight days. Two years of treatment followed.

PROCEDU RAL HISTORY: After several attempts to reach a 1) ............................... failed, the claimant sued
the 2 ) ............................... for gross negligence. The jury 3) ............................... the claimant, determining that the
defendant was 80% responsible and the claimant 20%. Claimant was 4) ............................... $200,000 in
compensat ory 5) ............................... , which was then reduced by 20% to $160,000. $2.7 million in
6) ............................... damages were also awarded. These damages were then reduced to $480,000.

The decision was 7) ............................... by both claimant and defendant. However, an out-of-court
settlement for less than $600,000 was finally reached.

Speaking 2: Frivolous lawsuits

17 Discuss these questions.
1 The Liebeck v. McDonald's case inspired a journalist to create t he Stella
Awards, which are awarded to 'frivolous lawsuits'. They are meant to be
amusing, but they al so have a serious purpose. What do you thi nk it might be?
2 Can you name any examples of ca ses from your jurisdiction which you think
might be awarded a Stella?
3 What do you think of the Liebeck v. McDonald's case? Do you think it
deserves its reputation as a frivolous case?
LAW IN PRACTICE
Lead-in
Tort law covers many legal problems, from everyday accidents to deliberate attempts to
harm a person's reputation or business interests. Because of this, tort is one of the most
litigated areas of law. ·
Seeking the advice of a lawyer, taking a case to court or defending yourself in a lawsuit
can be very expensive. Law clinics can provide a free alternative to consulting a lawyer in
a private firm.

Reading 3: The Kent Law Clinic

18 Read the online introduction to the Kent Law Clinic and answer these questions.
1 Who does the legal work at the Kent Law Clinic?
2 Do clients have to pay for the advice given?
3 What kinds of practical skills can be learned at the law clinic?

• • •The l<ent Law Clinic

Kent Law School was the first in Britain to
open a law clinic and to develop a 'clinical legal
studies' programme as part of its undergraduate
curriculum . A new Kent Law Clinic was
established in 1992, and it offers a unique
opportunity for law students to practise law while
still undergraduates. Students regularly represent
clients in a wide range of tribunals and have, in
recent years, successfully assisted litigants-in-
person 1 in the Court of Appeal. The clinic offers
free legal advice to its clients , with all the legal
work being done
by law students under the supervision of qualified
lawyers. You deal with real clients rather than
with fictional seminar problems, which means
you can develop and refine your legal skills and
learn other practical skills, such as interviewing,
negotiating and advocacy. Equally importantly,
you have the opportunity to experience the actual
(rather than the theoretical) way the law and the

1 (US) prose
19 Find words or phrases in the text to match these definitions.
1 A court or assembly with judicial (or quasi-judicial) functions
2 Someone who represents himself or herself without a lawyer in a court
3 When a lawyer acts on someone's behalf during proceedings

20 Would you be interested in working as a student lawyer in such a law clinic? Why (not)?

Listening 2: Student lawyer-client interview

Nick, a student lawyer, has decided to join his university's law clinic, and is about to conduct
his first lawyer-client interview.
211111;::: 3.2 Listen to the first part of the interview and answer these questions.
1 What kind of product is at the centre of this dispute?
2 What was wrong with the product?
3 Why did Carmecom refuse to replace the product?
4 What options do you think Charles had after Carmecom had refused to replace
the product? What would you have done in this situation?
22 .. ;: 3 .3 Listen to the second part of the interview and answer these questions.
1 What did Charles threaten to do?
2 What did Charles do when he left the shop?
3 What did the letter that Charles received say?

Language use: Asking for information

23 Read the audio transcripts for audios 3.2 and 3.3 (pages 126-127) and
highlight all of the questions that Nick and Charles ask each other.
24 Match the descriptions of the three main ways of asking for information (a-c)
with the headings (1-3) .
1 Open questions
2 Negative questions
3 Closed questions (asking for a yes or no response)

a ................................................................................ .
We use these questions if we think the answer will be no:
Can't I just speak to a lawyer directly?

b ................................................................................ .
These questions use an auxiliary verb as the first word in the question. They
require either a positive or a negative answer:
Did you leave the shop without the laptop?
We can also ask these kinds of question by making a statement and adding
a question mark at the end (in writing) or using rising intonation (in speech).
They require either a positive or a negative answer.
You left the shop without the laptop?

c .................................................................................
We use these questions to find out more information, rather than a simple
yes or no:
What did they say?
We do not need an auxiliary verb when who, what or which is the subject of
the sentence:
What happened next? (Not: What did happen next?)

25 Put these words in the correct order to form questions that Charles might ask Nick.
1 If/ to 1 retraction, 1 have 1 I'; sign '1 go 1 the 1 court? 1 don't 1 will'! to 1 I
2 How I think I long I do I last? I would I you I a I trial
3 What I winning? I chances ;would I of I my I be
4 Would I anything I have 1 defence? I to I pay I I I for I my
5 What I consequences I are I the I case? I lose I if I I I the
6 Do I computer? I me I chance I getting I think I you I is I a I of I there 1
a I new
Text analysis: Initial lawyer-client interview
To conduct an effective initial lawyer-client interview, a lawyer must:
0 put a client at ease
0 listen to what the client has to say
0 explain things clearly
0 find out what action the client wants to take, not take decisions for the client
0 tell the client what has to be done next.
A lawyer should not assume that he or she has all of the information needed from a first
meeting. The WASP approach to planning, structuring and carrying out an interview helps
ensure that nothing is left out. WASP is an acronym for:
0 Welcome the client
0 Acquire information
0 Supply information and advise
0 Part
26 This table gives some advice about conducting a WASP interview. Complete it
using the points below (a-1).

1 Welcome 2 Acquire information 3 Supply information 4 Part

and advise
• Meet, greet and seat • Use open questions • Consider the merits • Confirm that your
your client. to encourage your of the case. client wishes you to
client to tell you act for himjher.
everything in his/her
own words.

a Explain what action must be taken.

b Only use closed questions to confirm your understanding of what your client
has already told you.
c Explain that you will write to your client summarising what has been
discussed within a certain number of days.
d Use sympathetic body language and active listening techniques (for example,
go on, uh-huh, I'm listening) to encourage your client to go on speaking.
e Consider the legal and non-legal options.
f Check that your client has no further matters or questions to discuss.
g Avoid questions which only allow a restricted range of answers and leading
questions which expect a particular answer (e.g. I imagine simply replacing
your computer would no longer be acceptable?).
h Explain the risks involved in taking legal action.
Explain the purpose of your meeting: to get details of the situation from your
client, give legal advice, discuss options and give information on costs.
j Periodically summarise and confirm what your client has said so far.
k Explain what your client has to do.
Confirm that your client understands the costs and risks involved.
27 What else is important for an effective lawyer-client interview?
28 Consider the points made in Exercises 26 and 27. How effective was Nick's
first interview? Is there anything that he could have done differently?
Reading 4: Letter threatening legal action
29 Read the letter that Charles received from Carmecom and answer these questions.
1 What do you think defamatory means?
2 What must Charles do in order to avoid legal action?

Dear Mr Tholthorpe
Our client: George Hardy, Carmecom Ltd.
Your defamatory action of 25 November 2008
We represent George Hardy of Carmecom Ltd. in relation to an incident that took place at
their store on 25 November 2008.
According to our client, you visited his store in a state of some excitement and went
directly to the front of a queue of shoppers. You then demanded a refund for a laptop
computer you had bought earlier that day.
Mr Hardy asked if you would mind waiting your turn. You then dropped a bag containing
the computer onto the cash desk and threatened to send libellous postings to a number
of Internet mailing lists. Following this, you left the store shouting various defamatory
comments about our client.
You remained outside the front entrance of Carmecom and harassed Mr Hardy's potential
customers in an effort to convince them not to enter the store. Based on what our client
has learned from some of these customers, it is our understanding that these efforts
involved the repetition of a series of slanderous statements concerning both the quality of
Carmecom's products and their business practices.
At this point, our client noticed that you were carrying a second bag of similar size and
shape to the one containing the computer you had recently bought from Carmecom. The
bag was from one of our client's competitors, who we have learned was selling the same
laptop for £150 less than the price you paid for it.
Our client believes that he has lost a significant amount of business as a result of your
actions. We have advised him that he would be successful in any action against you. In
order to avoid such action, please sign and return the enclosed retraction by 15 December
2008. If you choose not to sign the retraction, we will be forced to commence proceedings
immediately.
We look forward to hearing from you.
Yours sincerely

J. Latt
Eastwood, Lott and McCarthy Solicitors

30 Read the letter again and find any information that Charles did not give Nick during the interview.
31 Once Nick has read the letter, what questions would he need to ask to find out:
1 exactly what happened?
2 what acti on Charles now wa nts to ta ke?
 Key terms 2: Defamation
32 If Charles does not sign the retraction, there is a chance that Carmecom might
sue him for defamation . Complete the explanation of the tort of defamation
using the words in the box.

I libel slander stateme~t tort I

Defamation is the term used to describe the 1) . . . . . . . ..... H •• of making a

false 2 ) ............... ···u· ·· . ............ of fact that injures someone's reputation. Common-
law systems distinguish two forms of defamation. 3 ) ..
describes the publication of false and malicious statements or pictures that cause
injury to another person. 4) H • .
••• •• • • describes the use of spoken
•

words to harm someone's reputation.

Speaking 3: Lawyer-client interview

33 After discussing the case with Charles, Nick decides to refer it to one of the
volunteer lawyers. Work with a partner to conduct an initial lawyer-client interview.

Student A: You are Charles. Consider what you said during the initial
lawyer-client interview, as well as the contents of the letter from
Carmecom's lawyers. What really happened? Prepare yourself for
an interview with the volunteer lawyer.
St udent B: You are the volunteer lawyer. Consider what you have already
been told about the case and prepare for your first interview with
Charles . Use the WASP approach illustrated in Exercise 26.
34 Discuss in groups . What should the lawyer advise Charles to do?

Writing: Reply to a demand letter defending or

denying the allegations made
35 Put the elements of a reply to a demand letter (a-e) into the order in which you
would expect to see them. Note that this letter also includes a counter-demand.
a Reference to the claims made by t he other side:
alleged .. . I allegations made by ...
b What you want the other side to do and the consequences if these demands
are ignored (this would only be included if you decide to make a counter-
demand, e.g. for your cl ient to be refunded the money for his laptop):
We look forward to receiving ... by ...
. . . failing which, we will ...
c Explanation of your role in the case :
We write to advise that we ...
. . . has been referred to us.
d Refe rence to t he case or client in question :
Re: ...

e Your client's defence to the claim or denial of the allegations made:

Our client denies I accepts I refutes I contends ...
36 Decide on the best defence for Charles and write a reply to Carmecom's
'!~~~W demand letter using the guidelines in Exercise 35.
)>P·'43 )
Language Focus

1 Word formation Complete these tables by filling in the correct noun and adjective
forms of the verbs listed.

verb noun noun adjective

misrepresent m ~srepresentruion negligence
interfere liability
settle intention
injure compensation
sue procedure
award reason
rule appeal

2 Legal verbs Complete the excerpt below from a case brief using the verbs in the box.

I affirmed appealed awarded found for found that reversed stlet! I

CASE: Ventricelli v. Kinney System Rent a Car, Inc.

FACTS: Kinney rented a car that had a defective trunk 1• He and a friend were standing on
the street, trying to get the parked car's trunk shut, when someone named Maldonado
crashed his car into Ventricelli.

PROCEDURAL HISTORY:Ventricelli 1) sued Kinney for negligence. The Trial Court 0 on

2) 0 0 Ventricelli and 3)
n 000 00 0 him $550K. Kinney 4)
000 The Appellate 00 0 0 0 n •

Court 5) and dismissed the case. Ventricelli appealed. The New York Supreme
n 0 0 0 0 00 0

Court 6) the Appellate Court and dismissed the case. The New York Supreme
000 00 no 0

Court 7) while Kinney's negligence was a cause of the accident, it was not the
0 00 00 on 00 ,

proximate cause.

1 (UK) boot

3 Interview questions Respond to these statements made by a client with an

appropriate question that a lawyer might ask in an interview. Try to use the three
question types you learned - open question, negative question, asking for a yes or
no response- at least once each.
1 The facts of the case are very simple.
2 I rented a car with a broken trunk from Kinney System Rent a Car.
3 The trunk of the car wouldn't close.
4 I tried to close the trunk, and my friend helped me.
5 Then we heard a crashing noise .
 Criminal law

THE STUDY OF LAW

Lead-in
1 A crime is any act, or omission of an act, in violation of a public law. There are
many different crimes, or offences. How many of the offences in the box do you
know? Choose four and tell a partner what you think they are. Then look up any
words you don't know in a dictionary.

armed robbery arson assault battery bribery burglary domestic violence

drug trafficking drunk driving embezzlement extortion forgery fraud
homicide insider dealing joyriding kidnapping larceny manslaughter
money laundering obstruction of justice rape shoplifting stalking
tax evasion theft vandalism

2 Crimes which are typically committed by office employees and salaried

professionals are known as white-collar crimes (or business/corporate
crimes). Which of the crimes listed in Exercise 1 are white-collar crimes?

Reading 1: Criminal law

3 Read the text on page 40 and answer these questions.
1 How do criminal law cases and civil law cases differ in the way they are
initiated?
2 Name the four most common categories of criminal offence.
3 In what way is the standard of proof different for criminal and civil cases?
4 What is the difference between a felony and a misdemeanour? Does your
jurisdiction make such a distinction?
4 Match the verbs (1-6) with the nouns they collocate with in the text (a-f) .
1 commit a a suit
2 resolve b an offender
3 bring c a verdict
4 render d a crime
5 sentence e a sentence
6 suspend f a dispute

5 Look at each of the verb-noun pairs in Exercise 4 and, with a partner, take
turns to discuss who typically carries out each of the actions: an offender, a
victim, a lawyer, the court or a judge. For each collocation there is more than
one possible answe r.
6 Footnote 2 on page 40 refers to the OJ Si mpson case, whi ch is an example
of an event wh ich gave rise to both a crime and a tort. What is the difference
between a crime and a tort?

E
 Criminal law, sometimes (although rarely) called penal law, involves the
prosecution by the state of a person for an act that has been classified as
a crime. This contrasts with civil law, which involves private individuals and
organisations seeking to resolve legal disputes. Prosecutions are initiated by
the state through a prosecutor, while in a civil case the victim brings the suit.
Some jurisdictions also allow private criminal prosecutions.
Depending on the offence and the jurisdiction, various punishments are
available to the courts to punish an offender (see Exercise 12). A court may
sentence an offender to execution, corporal punishment or loss of liberty
(imprisonment or incarceration); suspend the sentence; impose a fine; put
the offender under government supervision through parole or probation; or
place them on a community service order.
Criminal law commonly proscribes - that is, it prohibits - several categories
of offences: offences against the person (e.g. assault), offences against
property (e.g. burglary), public-order crimes (e.g. prostitution) and business,
or corporate, crimes (e.g. insider dealing).
Most crimes (with the exception of strict liability crimes such as statutory
rape 1 and certain traffic offences) are characterised by two elements:
a criminal act (actus reus) and criminal intent (mens rea). To secure a
conviction, prosecutors must prove that both actus reus and mens rea were
present when a particular crime was committed.
In criminal cases, the burden of proof is often on the prosecutor to persuade
the trier (whether judge or jury) that the accused is guilty beyond a
reasonable doubt of every element of the crime charged. If the prosecutor
fails to prove this, a verdict of not guilty is rendered. This standard of proof
contrasts with civil cases, where the claimant generally needs to show a
defendant is liable on the balance of probabilities (more than 50% probable).
In the USA, this is referred to as the preponderance of the evidence.
Some jurisdictions distinguish between felonies (more serious offences, such
as rape) and misdemeanours (less serious offences, such as petty theft).
It is also worth noting that the same incident may sometimes lead to both a
criminal prosecution and an action in tort. 2

1 In many jurisdictions, it is illegal for anyone to have sexual intercourse with a minor. This is a strict
liability crime : the offender will still be guilty of a crime even if he or she believed the partner was of
legal, consenting age.
2 The OJ Simpson case, for instance, is a famous example of this . This case is dealt with in Exercise 11.
 7 Complete the extract below from a law textbook by using the verbs in the box
and check your answer to Exercise 6.

are tried is brought is committed is committed is fined is punished

is put is resolved was caused

---------------------------·---------------------------------------------------------------------- --

A crime is a wrong which 1 ) . . ......... against

society. The wrongdoer 2) ..... . . . .. . . ......... : he or she
3) ................................. in prison or 4) ..... ........................... a sum of
money. A tort, on the other hand, is a wrong which
5) ..................................................... against an individual. The injured party
can sue the wrongdoer and receive damages from the court.
Criminal sanctions exist to make society safer and to keep
people from committing certain acts. Tort remedies exist to
make the injured party whole again for the harm which
6) .. ......................... . .... by the wrongdoer.
A key difference between the two is that a crime requires a
criminal intent (mens rea), whereas a tort can result without
intent to cause harm on the wrongdoer's part.
Crimes 7) ..... . ... .. . ... . .. .. . .. . .. in the criminal courts. An action
8) .... ................ by a governmental body against the
wrongdoer. A tort, conversely, 9) ....................................................... in the
civil courts; the injured party brings an action against the
wrongdoer.

8 Give a short presentation on the main differences between a crime and a tort.
Include these points: the parties, the outcomes, the terminology and procedure
and the standard of proof. Refer to your own ju risdiction in your presentation .

Language use 1: Passive constructions

9 The textbook excerpt above contains several examples of passive verb
constructions. Why do you think the passive voice is used in these sentences?
. In which of the examples above is the agent of the action (the subject which
carries out the action) named?
10 Complete these rules for forming passive constructions:

0 The passive consists of two verb forms . The first is a form of the auxiliary
verb 1) ....................................................... . The second is the 2) ....................................................... form
of the main verb.
0 Usually, the agent is not named in a passive sentence. If the agent is
named , it is often expressed in a phrase beginni ng with the preposition
3) ..............
11 Complete this description of the procedural history of the OJ Simpson case
using the passive forms of the verbs in brackets. Because a procedural history
describes what happened in a case, all of the verbs will be in the past simple
passive.
1 In 1994, the former American football star and actor OJ Simpson
. ... . . . ..... u.. . .. (charge) with the murder of his ex-wife Nicole Brown

Simpson and her friend, Ronald Goldman.

2 He ············u········ . ... . ..... (try) in criminal court for murder. After a lengthy and

highly publicised trial, he u•• •••••••••••••• u (acquit) the following year.

• • • • ••

3 However, in a subsequent civil action in 1997, Simpson ..... . u ••

(find) liable for the wrongful death of Goldman and ........................................

(sentence) to pay $33.5 million in damages.

Key terms 1: Punishments

12 Match the following sentence halves to form explanations of punishments
which are available to the courts. Why do you think the passive is used in
these examples?
1 When someone is sentenced to a they are put in prison for a crime.
execution, b they are given a period of time when they must behave well
2 When someone is placed on a and not commit any more crimes in order to avoid being
community service order, sent to prison.
3 When someone is sentenced to c they have to pay an amount of money as a punishment for
imprisonment, breaking a law.
4 When someone is put on parole, d they are killed as a legal punishment for a crime.
5 When someone is put on probation, e they are released before their prison sentence is finished,
6 When someone is fined, with the agreement that they will behave well.
f the court requires an offender to perform unpaid work in
their spare time and to contribute to their community.

13 Discuss the punishments listed in Exercise 12 with a partner. Which are the
most effective? Which are the least effective? Give reasons for your answers.

Listening 1: White-collar crime in the 21st century

You are going to hear a law professor being interviewed on a university radio station
programme. Professor John Poulos is a faculty member at the University of California
Davis School of Law. After practising law in California, he introduced the law school's first
course on white-collar crime.
14 Ill:;: 4.1 Listen to the interview. Does Professor Poulos think that white-collar crime
is less serious than, as serious as or more serious than violent street crime?
15 Ill:;: 4.1 Listen again and decide whether these statements are true (T) or false
(F), according to the professor.
1 New technology has led to a decrease in white-collar crime.
2 Street crime is generally punished more harshly than white-collar crime.
3 Increasingly, white-collar crime is committed by employees high up in the
corporate hierarchy.
4 The number of people who are victims of white-collar crime is significant.
5 White-collar crime has had little effect on the US economy.
Language use 2: Talking about cause and effect
16 -4 0:: 4.1 1n the interview, Professor Poulos talks about changes in white-collar
crime and the effect of white-collar crime on society. Listen again and complete
these extracts.

1 The internationalisation of the economy ......... ... ......................... more

opportunities for white-collar crime.
2, While violent crime frequently............................ .................... the victims of that
crime, it is usually fairly limited.
3 But when you have a savings and loans scandal, as we've seen in the
past, or an En ron scandal, those crimes ........ ................................. millions of
people.
4 Enron ........... ...... large, large numbers of people.
5 The other is the sheer mass of injuries inflicted on investors in cases like
Enron, which ....... ....... ........................... .. the system of investing in the USA.
6 Part of the slow recovery of the economy ..................................... white-collar
crime on the investment environment.

17 Match the two halves of the sentences.

1 Rising poverty in US cities has led a an impact on the whole economy.
2 Anti-social behaviour adversely b older people, as they sometimes lose
their life savings.
3 Knife crime mostly c affects the communities we live in.
4 White-collar crime has d impacts young men.
5 Fraud has a big impact on e to a rise in gun crime.

Speaking 1: White-collar crime

18 Discuss these questions with a partner. As much as possible, make use of the
expressions in Exercise 16.
1 How serious do you think white-collar crime is? What do you think are the
most important effects of white-collar crime on society?
2 Should people who commit business crimes be punished in the same way
as people who commit other crimes?
3 Have there been any well-publicised cases of corporate crime in your
jurisdiction?

Reading 2: White-collar crime: insider dealing

and market abuse
One type of white-collar crime is insider dealing [also known as insider trading). It refers
to the act of trading in securities by people who have confidential information about a
company's finances or operations. The article on the next page deals with the first case to
be tried under the Financial Services and Markets Act, a UK Act of Parliament which created a
new regulatory body for the financial services industry.
19 Read through the article below quickly and answer these questions.
1 What is the profession of the appellant?
2 Which crime was he found guilty of?
3 What did he know about the company in question?
4 How much profit did the appellant make on the sale of the shares?

FSA fines auditor for market abuse

The Financial Services and Markets Tribunal
has upheld a Financial Services Authority (FSA)
case against Mr Arif Mohammed, a former
Pricewaterhouse Coopers (PwC) audit manager, who
was fined £1 0,000 for committing market abuse.
This is the first time the market abuse provisions in the
Financial Services and Markets Act 2000 (FSMA)
have been the subject of a Tribunal decision.
Mr Mohammed bought shares in Delta pic,
a London Stock Exchange listed electrical and
engineering services company, based on his
knowledge that the company intended to sel l its
electrical division. Mr Mohammed became aware
of this confidential information because Delta's
electrical division was an audit client of PwC, and Mr
Mohammed worked on the company's audit.
In July 2002, Mr Mohammed first became aware
of the proposed sale of Delta's electrical division.
He was told that this informati on was confidential
and not to be discussed with company officials.
Although Mr Mohammed began handing over
the responsibility for elements of Delta 's audit in
September 2002, he remained on the audit team
assigned to Delta throughout the ·period leading
up to the disposal announcement. In particular, Mr
Mohammed remained responsible for planning
staff to work on Delta and had reason to know
about the sale's progress because of its impact on
resource planning.
At the end of November 2002 , Mr Mohammed
was aware that the sale process was ongoing
and was getting close to agreement. Based on
this information, he purchased 15 ,000 shares in
Delta on 29 November 2002 at SOp each. Delta
announced the disposal on 9 December 2002,
and Mr Mohammed sold his shares the following
day at 105p each, making a profit of £3,750.
The Tribunal held that the information
Mr Mohammed had about the proposed deal was
sufficient and precise enough to be considered as
relevant information according to the market abuse
provisions.

20 Read the article again, and decide whether these statements are true (T) or
false (F). If a statement is false, correct it.
1 The case was heard before the European Court of Justice.
2 Mr Mohammed was sentenced to imprisonment for his crime.
3 The defendant was not at all responsible for the audit of the company.
4 He knew about the progress of the planned sale.
21 Find words in the text that mean the same as these underlined words.
1 secret information
2 to Q.yy shares
3 suggested deal
4 the Tribunal decided
5 market abuse laws
22 What do you think can be done to prevent cases of market abuse (like the one
described above) from occurring?
LAW IN PRACTICE
Lead-in
Crimes involving identity theft are becoming increasingly common. Many people think nothing of
giving away personal information, and this can be abused by criminals. Lawyers can help clients
who may be at risk of identity theft by placing a fraud alert on their credit file, closing bank
accounts, filing a police report and checking for more instances of fraud.
23 a Discuss these questions in small groups.
1 How would you define identity theft?
2 What examples of identity theft can you think of?
b Compare your ideas with this definition given by the Identity Theft Resource Center.

Identity theft is a crime in which an impostor obtains key pieces of

personal identifying information (PII), such as social security numbers
and driver's licence numbers, and uses them for their own personal gain.
This is called ID theft. It can start with lost or stolen wallets, stolen mail,
a data breach, a computer virus, phishing, a scam or paper documents
thrown out by you or a business.

Key terms 2: Identity theft

24 There are several common kinds of identity theft. Match the examples
(1-6) with the definitions (a-f).
1 bin raiding1 a stealing credit/debit card numbers by using a special storage device
when processing cards (often in order to make illegal copies) 2
2 skimming
b fraudulently gaining access to personal information from financial
3 phishing institutions, telephone companies and other sources
4 changing addresses c taking wallets, mail and other items containing personal information
without permission
5 stealing d pretending to be a financial institution or company and sending
6 pretexting spam or pop-up messages to get people to reveal personal
information
e sending someone's billing statements to another location by
completing a change of address form
f looking through rubbish for bills or other paper containing detailed
information
25 Which of the above kinds of identify theft are a problem in your country?
Have you ever been the victim of any of the above?

1 (US) dumpster diving

2 Such devices first came to public attention when it was reported that restaurant employees had bP.en
using them to record information when processing cards. Restaurant patrons were advised by anti-
fraud campaigners not to let their credit cards be taken away from the table. Cards are now commonly
processed in front of diners using wireless devices .
Listening 2: Podcasts
The Internet provides a lot of useful information for legal practitioners who need to keep
up to date with developments in the law. Specialist blogs are one example of constantly
updated sources of information, and there are many law-related podcasts that can be
downloaded onto an mp3 player and listened to during those spare minutes between
appointments. See www.podcast.net for a comprehensive list of audio and video podcasts.
26 _. ~ 4.2-4.5 Listen to four short clips taken from law-related pod casts. Which of
the common kinds of identity theft described in Exercise 24 is being described
in each?

27 _. ~4.6, 4.7 Listen to the full versions of podcasts 1 and 2 and answer these
questions.

1 Why might a victim of identity theft not realise that they have been targeted?
2 What must potential creditors do when you have placed a fraud alert on your
credit report?
3 Phishing can involve sending email to a person in order to get them to reveal
personal information. What other example of phishing is given?
4 Why may banks refuse to compensate people a second time for losses
caused due to phishing?
5 How are banks contributing to the problem of phishing?
28 _. ~ 4.8, 4 .9 Listen to the full versions of pod casts 3 and 4 and answer these
questions.

1 The stolen laptop contained information on how many Hewlett Packard

employees?
a 196,000
b 19,600
c 1,960
2 Why might the stolen information be inaccessible?
a It is impossible to extract the data.
b The thieves do not have the encryption key.
c The encryption key can no longer be used.
3 According to the survey, how many bins contained both a bank account
number and associated sort code?
a one in five
b 72%
c two in five
4 How many Americans have been the victims of identity theft?
a 99.9 million
b 19.9 million
c 9.9 million
,.
Speaking 2: Short presentation
The senior partner at your law firm has asked you to prepare a short presentation on some
of the most common forms of identity theft. She is particularly interested in what the firm
could do to reduce the risks to its staff and customers, and would also like to be prepared
for the kinds of questions, concerns and legal problems the firm's clients might have.

29 Prepare a short presentation on the subject of identity theft, using the

information in this unit and the format outlined in Unit 1 (page 15).
Language use 3: Giving advice and expressing
obligation I!
Lawyers frequently need to give advice and to tell their clients about obligations imposed
by the law.
30 Read the transcript for audio 4.6 (page 128) and find examples of the of
language of advice and of obligation.
31 Read the information in the box below and complete the notes on the use of
must and have to in the negative.

Giving advice
Should is often used to give advice:
You should then review your credit reports carefully.
Expressing obligation
Must and have to are used to express obligation. In statements about obligation
with must, the obligation is usually one that the speaker imposes on him/
herself. Have to is often used to refer to an external obligation (e.g. a law,
regulation or order from another person). Compare these two sentences:
I really must do something to protect myself against identity theft.
We now have to shred all documents before throwing them away.
Must can generally be replaced by have to:
... potential creditors must 1 have to use what the law refers to as ...
Must and have to are used differently in the negative form. You must attend the
meeting has the same meaning as You have to attend the meeting. However,
compare the meanings of these two sentences:
You mustn't attend the meeting.
You don't have to attend the meeting.

You 1) ... ·u··· ···· ··· . . ......... u attend the meeting implies an absence of obligation.
You may attend the meeting if you wish, but it is not compulsory.

You 2) ........................................... ............ attend the meeting implies that you are prohibited
from attending the meeting (e.g. confidential information will be discussed that
those present do not wish you to know) .

32 Decide whether these sentences are giving advice or expressing obligation.

Complete them using should, must or have to. Remember, in some cases more
than one answer may be possible.

1 To register as a victim of identity theft, you ·u······· u..... obtain a

registration application packet from the Department of Justice.

2 Those convicted of aggravated identity theft .. . ...... serve an H • • • ••••

additional mandatory two-year prison term.

3 We believe that banking organisations ... provide their H • ••••••••• .u •••

customers with better information about how to prevent identity theft.

4 Credit reporting companies .. . ..... make any requests for
H ••• • ••••••

further information within 15 days of rece ivi ng your Identity Theft Report.
5 Victims of identity theft .. monitor financial records for
OO H HOOO

several months after they discover the crime.

6 Memorise you r passwords and personal identification numbers (PINs) so you
do not .. . .... write them down.
Speaking 3: Role-play: advising a client
33 Discuss the four cases below with a partner. Take it in turns to play the roles
of the lawyer and the client.
Lawyer
When playing the role of the lawyer, take detailed notes and ask any further
questions necessary using the WASP technique outlined in Unit 3. Advise your
client using the language of giving advice and expressing obligation.
FoR EXAMPLE: You shouUi check your cred.,it.-co..rd., sWe!Ylents M SOOY\ lA-S
you re.Wve them . if you see o..ny purcho.-ses you dld..n't moJ::e, you shouUi
cho.l.Lenge th em irnme.d.W..tcly .
Client
When playing the role of the client, respond to the questions posed by the
lawyer as best you can, inventing any details when necessary. Do not give all of
the information at once.
1 You have just been forwarded several pieces of mail from a previous
address. The mail includes a bill, a series of reminders and follow-up letters
demanding payment for a car that you did not purchase. The most recent
letter is from a lawyer representing the company from which the car was
bought. He is threatening you with legal action.
2 Last week, your credit card was refused, although you had not used it for
several months and had no outstanding debts. When you called the credit-
card company, they said that the card had been used for a series of online
transactions two months ago and that you are now over your limit. You have
not received a statement for three months.
3 You have recently begun a small business employing four administrative
personnel. You are concerned about the rising level of crime involving
identity fraud, and wish to develop a comprehensive policy to reduce the risk
to your staff and customers.
4 You are the CEO of a major international company. Last night, your head of
customer security attended a leaving party for a colleague before travelling
home on the train. When he woke up this morning, he realised that he had
left his laptop somewhere between the office and home.

Writing: Letter of advice

34 Write a follow-up letter of advice based on one of your lawyer-client interviews
in Exercise 33. Use the structure outlined in the email of advice in Unit 2.
Language Focus

1 Prepositions Complete the following text with the prepositions in the box.

I against fef of of on on on to I
Last month, three high-level employees of the Junesco Corporation were arrested
1) ... ...fur. ....... fraud. They were accused 2) ............................. having developed a complex scheme
involving investors' money. An action was brought 3) .................... them in the civil court.
All three were convicted 4) .. ....... fraud and obstruction of justice, and sentenced
5) ............................. two years' imprisonment. The judge stated that the actions of the three
men not only had an adverse effect 6) ............................. the Junesco Corporation, but also had
a negative impact 7) ............................. investors' confidence in the financial system. After the
defendants' lawyers requested that the judge suspend the sentences, the men were put
8) .. ............ probation .
2 Words easily confused Distinguish the following words by matching each with its definition.
Then use one word from each pair to complete the sentences that follow.
1 proof I prove
a ... ....... ...... .... (verb): to show a particular result after a period of time
b .... ... ............ ... .. .... (noun): a fact or piece of information which shows that something
exists or is true
The state was unable to ......................... that the defendant was an accomplice to the theft.
2 prosecution I persecution
a ...... ..... ... . _.. : the lawyers in a trial who try to prove that a person accused of
committing a crime is guilty of that crime
b -·-··-· . : treating someone unfairly or cruelly over a long period of time because
of their race, religion or political beliefs
According to news reports, the ···-·····-···················-···-·· will seek the death penalty for the dictator.
3 proscribe 1 prescribe
a . . .. .. . . . . . . : to tell someone what they must do ; to give something as a rule
b ...... : to forbid something
Federal laws ·········-·····-··-··-··-············ sentencing guidelines and rigid mandatory minimum
sentences, especially for drug-and-gun offences.
3 Passive constructions Change the underlined verbs in these sentences from active to
passive, keeping the tense the same and making any other necessary changes.
1 The court found the co-conspirators guilty on several counts, most notably fraud and
conspiracy.
2 White-collar crime affects employees, consumers and citizens alike.
3 A judge sentenced the former CEO to 87 months in federal prison for his role in
arranging fraudulent loans that led to the compa ny's forced bankruptcy.
4 If the prosecutor fails to prove that the accused is gui lty beyond a reasonable doubt,
the ju ry renders a verdict of 'not gu ilty' .
5 The state prosecut ed th e company founder for tax evasion, and he is now serving a
three-year sentence.
6 The parole board Qill the prisoner on parole after four years of good conduct in prison.
7 The judge gave the defendant a suspended sentence for the theft of his sister's car
while intoxicated.
 Company law

THE STUDY OF LAW

Lead-in
A knowledge of company law is essential to anyone planning to practise commercial law. Law
schools typically offer courses on business organisations, examining issues such as how each
major type of business entity may be formed, operated and dissolved.
1 As business becomes increasingly globalised, company lawyers in one jurisdiction
have to be more aware of the company laws of other jurisdictions as well as
international regulations. Discuss these questions with a partner.
1 What types of business entity are you familiar with? Describe the organisation of
one type of business entity in your jurisdiction to your partner.
2 What experience do you have of forming, running or working for a business
entity? What kind of business entity was it?
3 What aspects of company law have you studied?

Reading 1: Company law

2 a Read the text below and decide whether these statements are true (T) or
false (F).
1 Under the law, a company and its members are distinct legal personalities.
2 Company members are generally not personally responsible for the money
owed by the company.
3 A certificate of incorporation is issued when the proper documents for
company formation have been filed.
4 The memorandum of association of a company contains regulations relating
to the internal affairs of a company.
b What are the main differences between a sole proprietor, a partnership and a
publicly listed company? Use the Glossary if necessary.

Company law1 is the law which deals with the creation and regulation of
business entities. The most common forms of business entity are companies
and partnerships .
A company 2 is a group of people which is treated as a legal person, with a
separate identity from its shareholding members. It can own property, enter
into contracts, sue others and be sued. This contrasts with a partnership,
which is not considered to be a legal person and is not able to own property
in its own name.
Because of the limited liability of the members of a company for its debts , as
well as its separate personality and tax t reatment, the company has become
the most popular form of business entity in most countries in the world .

1
(US) corpo ration(s) law or corporate law 2 (US) corporation
 Companies have an inherent flexibility which can let them grow; there is
no legal reason why a company initially formed by a sole proprietor cannot
eventually grow to be a publicly listed company, but a partnership will
generally have a limited number of partners.
A company has shareholders (those who invest money in it and get shares in
return), a board of directors (people who manage the affairs of the company)
and creditors (those to whom the company owes money). Company law deals
with the relationships between companies and their shareholders, creditors ,
regulators and t hird parties.

The process of registering a company is known as company formation. 1

Companies can be created by individuals, specialised agents, attorneys or
accountants. Today, the majority of compan ies formed in the UK and the USA
are formed electronically. In the UK, a certificate of incorporation is issued
once the company's constitutional documents and statutory forms have
been filed. 2
The constitution of a company consists of two documents. The memorandum
of association 3 states the principal object of the company. The second
document, the articles of association ,4 regulates the company's internal
management and administrative affairs , including matters such as the rights
and obligations of shareholders and directors , conduct of meetings and
corporate contracts.

1 a/so company registration (UK) and incorporation (US)

2 (US) generally no official certificate is issued
3 (US) articles of incorporation or certificate of incorporation (US)
4 (US) bylaws

Key terms 1: Who does what in company law

3 Complete the sentences below dealing with company law using t he ve rbs in
the box.

enter into has invests is makes manages monitor owes own

owns serves on sue

1 A /ega/ person ............... ..... . ..... rights and duties under t he law just like a
natural person.
2 The board of directors .... .. ...... ... . .... the affai rs of the company and
............ .. ..... company policy.
3 A company can . ............ . property, .... .. .. . .. . .. . ...... contracts
and ....................................................... other persons.
4 A shareholder .................... money by buying shares in a company.
5 A company director ........ . . . .... ... . .... the governing board of a corporation .
6 A creditor of a com pany is a person or entity to whom th e company
.... a debt.
7 Regulators . .. ..... . .. ......... the activit ies of companies to ensure t hat
th ey comply with the law.
8 A sole proprietor ...... ... .. . a company and ..
personally liable for its debts .
Reading 2: Course in company law
4 Read the outline of an undergraduate course in company law and tick the
topics that are mentioned.
1 formation of a company in accordance with regulations D
2 the development of company legislation over time D
3 a company's dealings with other entities and institutions D
4 financing a company's operations D
5 the process of joining together two companies D
6 increasing company profits D
7 dissolving a company D

Company law
Course outline
This module concentrates on UK company law in the context
of modern capitalism and the wider global economy. A series of
introductory lectures and seminars will provide students with an
understanding of, inter alia, the rules governing incorporation, funding
and corporate finance, corporate governance and fundamental changes
to the structure of a company (including corporate insolvency and
winding up). We will also consider the more general operation of
this particular form of business vehicle. During the second half of the
course, we will examine the concepts of corporate personality, corporate
rights and members' rights in more depth before turning to the newly
introduced directors' duties under the Companies Act 2006. Finally,
we will consider how progressive lawyers might work with businesses
in order to ensure that directors meet their responsibilities to their
shareholders, non-affiliated stakeholders, the environment and the
communities in which they operate. One way of encouraging such a
commitment is through the careful drafting of the memorandum and
articles, on which topic two optional half-day sessions are now offered as
a supplement to the company-law module.

5 Match the terms and phrases from the text (1-6) with their definitions (a-f).
1 inter alia a raising money to pay for a business or business idea
2 funding b responsibilities of leading company officers
3 winding up c among other things
4 business vehicle d type of company organisation
5 directors' duties e process of bringing a company to an end
6 memorandum and articles f documents governing external and internal relations of a
company
6 Find words that collocate with corporate in the text above and in the summary
text (Reading 1, pages 50-51). Look up the meanings of the ones you don't know
in the Glossary or a dictionary. Do you know any other collocations with corporate?
7 What do similar courses in your country typically include? Discuss with a partner.
Listening 1: Lecture on company law
You are going to hear an introductory lecture on company law at an American university.
8 a ~::: 5.1 Listen to the first part of the lecture and say whether the professor
is discussing the advantages of corporations, the disadvantages of
corporations or both.
b ~::: 5.1 Listen again and answer these questions.

1 According to the speaker, what is the most important advantage of

a corporation?
2 Wh ich significant disadvantage does she mention?
3 How can double taxation be avoided?
9 a ~::: 5 .2
Listen to the second part of the lecture . How many advantages and
disadvantages does the professor mention?
b ~::: 5.2 Tick the correct answer for each of the questions in the table. Listen
to the lecture again if necessary.

Corporation Partnership Sole Proprietorship

1 Which entity best protects the property and assets
of the shareholders?
2 Which entity no longer exists when its owner dies?
3 Which of the entities mentioned is the most
expensive to form?
4 Which entity type(s) require relatively little
paperwork?
5 Which entity requires shareholder-employees to pay
unemployment tax?

c ~::: 5.2 Listen to the second part of the lecture again and complete these notes.

advantages and disadvantages of Corporations com,eared to SoLe

F
ProprietorshtPs
I I
and I partnershiPs
I

advantages
I Stockholders are Mt Liable for corporate ............ ...... ...
2 Seif-enzpfoymeni tax ......... ........... .
3 Con.tin.uou.s ... ...... ........... .
'-! [ asier to raise ... ................. .
5 Easier to .................... .
bisadvantages
0 Jltj her .. .................. .
7 Jormaf or3an.isation. ani corporate ................. .. ..
8 U.n.enzpfoymeni ............... ..... .

Uo;t 5 Compaoy low €

Language use: Discussing advantages and
disadvantages
10 a In Listening 1, the professor points out the most important advantages and
disadvantages of corporations. Look at the audio transcripts of the lecture on
page 129 and underline the words and phrases she uses to refer to them.

b Complete these phrases taken from the lecture.

1 The .................... H ••• advantage of a corporation is that its owners, known
as stockholders or shareholders, are not personally liable for its debts and
liabilities .
2 One . ..... ................. .............. disadvantage of a traditional corporation is double
taxation.
3 Corporations ....... many advantages .... .... . .. . . . . .
H •• other
•••••

business entities.
4 The second • • •• •• ••••• • H of corporations is self-employment tax savings.
•••••

5 The first of these •• H ••• is the higher cost.

H. •••••

Speaking 1: Role-play: Lawyer-client interview

11 Work with a partner. One of you plays the role of the lawyer, the other is the client.
Use the WASP approach from Unit 3.
Lawyer
A self-employed client has called a meeting to discuss whether she should conduct
her business as a sole proprietorship or if she should incorporate (become a
corporation). You know little about her work other than the fact that she is trained
as a plumber.
Prepare to meet the client by considering the kinds of question you should ask in
order to give her the best advice. As you prepare, consider the advantages and
disadvantages each type of company would have for the client.
Client
You have been working as a self-employed plumber for several years and have
recently taken on two apprentices. You would like to expand even further, as
business is going.well. You have built up a good reputation and have begun to
specialise in providing plumbing services for retirement communities. You would like
advice on what form your business should take.
Prepare to meet your lawyer by considering the kinds of question you will need to
ask. Your lawyer will also ask about your business, so be ready to answer questions
on your current situation and plans for the future.

LAW IN PRACTICE
Lead-in
The Companies Act 2006 is the longest piece of legislation ever to be passed in the UK. It sets
out the basic procedures and systems for how a company should operate, and introduced many
reforms. Unlike previous company law, the Act also states that companies must consider the
effects of their business practices on the community, employees and environment. Do you have
an equivalent of the Companies Act in your jurisdiction? What does it cover?
12 The Companies Act 2006 highlights links between a company's financial
success and its social and environmental impact. What kinds of provisions
do you think it might contain? What different parties have an interest in a
company's business practices? Should the law provide equal protection for
these different interests? Discuss in small groups.

Reading 3: Breach of Companies Act 2006

The directors of Baggers plc, an independent supermarket, have received a letter
concerning their potential breach of the Companies Act 2006.
13 Read this letter. Who might Pippa Solloway be?

Dear Directors/Chief Executive

Re: Your possible breach of the Companies Act 2006
I am writing to you concerning your company's sourcing of palm oil. As you
may or may not be aware, the activities of many palm-oil suppliers have been
causing environmental degradation in South-East Asia. The establishment
of palm-oil plantations has resulted in deforestation , the destruction of the
habitat of orang-utans, human rights abuses and violent conflict. Palm oil is
used in approximately 10% of all of your food products.
The Companies Act 2006 (the Act) stipulates (in sections 172 and 417
respectively) that you have a duty to take such issues into consideration and
to report on them.
I do not believe that your company is doing enough to ensure that your
palm oil comes from sustainable, non-destructive sources. I am therefore
concerned about whether this may consequently be a breach of the Act. This
letter has been copied to the Secretary of State for Business, Enterprise and
Regulatory Reform, who has responsibility to enforce the Act.
I look forward to hearing from you as soon as possible as to how you plan to
manage these significant issues and ensure that your shareholders are made
aware of them.
Yours faithfully
Pippa. SolloLOO.y
Pippa Solloway

14 Read the letter again and answer these questions.

1 What environmental issue is Pippa Solloway concerned about in her letter?
2 Which sections of the Companies Act 2006 might Baggers pic be in breach of?
3 Who else has been sent a copy of the letter?
15 Explain these phrases from the letter in your own words.
1 sourcing
2 a duty to take such issues into co nsiderat ion
3 susta inable
4 responsibility to enforce
16 Discuss the directors ' possible responses to the letter. What would you advise
them to do?
Unit 5 Company law
Listening 2: Directors' meeting
Baggers' Executive Committee is responsible for formulating and implementing company
strategy, and consists of Zoe Cook [CEO}, David Wright [Marketing Director) and Simon
Travis [Public Relations Director). It has called a meeting with Sara Ball [Baggers'
corporate counsel} to discuss the company's response to Pippa Solloway's letter.
17 Ill~ 5.3 Listen to the first part of the recording. What does Simon want to send
to Pippa Solloway? Why?
18 Ill~ 5.4 Listen to the second part of the recording. When does Baggers have to
publish its first business review under section 417 of the Act?
19 ~~~~5.3, 5.4 Listen to both parts of the recording again. Decide whether these
statements are true (T) or false (F).
1 Baggers issued a policy statement on environmental issues before the
enactment of the Companies Act 2006.
2 Baggers is a carbon-neutral company.
3 The Executive Committee have detailed information on the local impact of
Baggers' sourcing of palm oil.
4 Baggers' competitors have not yet responded to all the provisions of the
Companies Act 2006.
5 Baggers plan to publish a business review within the next three weeks.

Key terms 2: Public relations

The advice given by corporate lawyers can have a strong influence on the way a company
is viewed by the public. Good media relations are essential. Listening 2 includes some of
the terms used when discussing the public face of a corporation.
20 Match the terms and phrases in italics (1-7) from Listening 2 with their
definitions (a-g).
1 How much more proactive can you get?
2 ... you've seen the press release we put out in March 2005 ...
3 We all agreed on the policy statement concerning the environment,
employment and our role in the community.
4 ... the bottom line is that just about all the palm oil used in our own-brand
products is sourced from South-East Asia.
5 I want people to see us as setting the agenda ...
6 ... we're prepared to stand by our own policy initiatives .. .
7 We're on track as far as the rest of the Act is concerned .. .
a the most important fact in a situation
b deciding what subjects other people should discuss and deal with
c a document outlining a set of agreed ideas concerning a particular issue
d making progress and likely to succeed
e taking action by causing change and not only reacting to change when it
happens
f new actions often intended to solve a problem
g a public statement given to the media to publish if they wish
Text analysis: Reading a statute
During the meeting; the CEO of Baggers distributed copies of sections 172 and 417 of the
Companies Act 2006.
21 Quickly read section 172 of the Companies Act 2006 and choose the best heading.
a Duty to consider social and environmental issues
b Duty to promote the success of the company
c Duty to respect the rule of law

172 ......................................... .

(1) A director of a company must act in the way he considers, in good faith, would be
most likely to promote the success of the company for the benefit of its members as
a whole, and in doing so have regard (amongst other matters) to-
(a) the likely consequences of any decision in the long term;
(b) the interests of the company's employees;
(c) the need to foster the company's business relationships with suppliers,
customers and others;
(d) the impact of the company's operations on the community and the
environment;
(e) the desirability of the company maintaining a reputation for high standards of
business conduct; and
(f) the need to act fairly as between members of the company.

(2) Where or to the extent that the purposes of the company consist of or include
purposes other than the benefit of its members, subsection (1) has effect as if the
reference to promoting the success of the company for the benefit of its members
were to achieving those purposes.

(3) The duty imposed by this section has effect subject to any enactment or rule of law
requiring directors, in certain circumstances, to consider or act in the interests of
creditors of the company.

22 Read the statute a second time. Which subsection is the easiest to

understand? Which seems most difficult? Why?
23 a Statutes are drafted in general terms to cover all foreseeable circumstances.
Their meaning must be interpreted by lawyers and judges. What strategies
can you think of to make sure that you interpret a statute correctly, e.g. pay
attention to the punctuation, assume each word has been carefully chosen
by the drafter, etc.?
b Compare your ideas with those in the box on the next page.
 Some statutes are clearly written, meaning that you can easily understand exactly
what the legislature intended. Unfortunately, many statutes are very difficult to
understand. Here are some rules to follow when interpreting a statute:
0 Make sure you understand the statute. Begin by reading the key sections quickly
to get a general idea of what the statute says, then read it again for detail.
0 Pay close attention to all the ands and ors. The use of and to end a series
means that all elements of the series are included, or necessary; an or at the
end of a series means that only one of the elements need be included.
0 Assume all words and punctuation in the statute have meaning. It's tempting
to skip words you don't quite understand and ignore awkward punctuation. Try
not to do this.
0 If the statute is only one of several you are studying, interpret it to be
consistent with the other statutes if at all possible.
0 Interpret a statute so that it makes sense rather than leading to some absurd
or improbable result.
0 Track down all cross-references to other statutes and sections and read those
statutes and sections.

24 Read the letter from Pippa Solloway to Baggers pic again. Which of the
provisions of s.172(1) might Baggers be in breach of?
25 Explain the meaning of s.172(2) to a partner. What kind of situations might it
cover? Prepare by rewriting s.172(2) in your own words .
26 Read s. 172(3) . In what way is the duty it imposes limited?

Speaking 2: Role-play: lawyer-client interview

The meeting of the Executive Committee was called to discuss Baggers' response to Pippa
Solloway's letter. By the end of the meeting, four possible options had been suggested:
1 Write a short response with the company's view of the issue.
2 Write an explanation of why Baggers failed to disclose the issue and/or considered it
to be immaterial to report to shareholders.
3 Outline Baggers' plan to mitigate the issue.
4 Promise to write a full response after a reasonable period.
The CEO must now discuss the advantages and disadvantages of each of these with
Baggers' lawyer and decide which would be in the best interests of the company.
27 Work with a partner. One of you plays the role of the lawyer, the ot her is the
CEO of Baggers. Use the WASP approach from Unit 3.
CEO
Prepare for the meeting by considering the advantages and disadvantages
of each option . Which do you think is in the company's best interests? Why?
What questions must you ask your lawyer in order to get the most out of you r
meeting and to ensu re t he best result for Baggers? Ma ke sure that the lawyer
expl ains everyth ing clearly.
Lawyer
Prepare for your meeting with the CEO by considering the advantages and
disadvantages of each option. Which do you think is in the company's
best interests? Why? Advise the CEO with reference to section 172 of the
Companies Act 2006, and explain your reasoning clearly.
1111
• Now turn to Case Study 2: Company law on page 120.
Language Focus

1 Word formation Complete this table by filling in the correct forms .

verb noun
form formoJion
registration
incorporation
regulate
enforcement
wind up
dissolution
funding

2 Collocations with company All of the verbs in Exercise 1 collocate with the word
company except one. Which one is it?

3 Adjective collocations
a Match the adjectives (1-6) with the nouns they commonly collocate with (a-f).
1 limited ~a party
2 sole b documents
3 third c liability
4 constitutional d funding
5 corporate e company
6 publicly listed f proprietor
b Use the collocations to complete these sentences.
1 .... b~~ ..~4#.!:!... is attractive to investors, as it greatly reduces their
personal financial risks.
2 Once you have filed the required statutory forms as well as the
........................................... .......... with Companies House, a certificate of incorporation will
be issued to you.
3 If you decide to form an unincorporated business yourself, you will be what is
known as a ........... ......................................... ..
4 The ............................................ on which many researchers depend is sometimes
considered ethically problematic.
5 All motor insurance policies now automatically give ......................................... cover
throughout the EU.
6 If a business offers its shares for sale to the general public , it is known as a
 6 Commercial law

THE STUDY OF LAW

Lead-in
1 Commercial law is the body of law that governs trade and commerce. Discuss
these questions in small groups.
1 What bodies of law govern commerce in your jurisdiction?
2 How would a contract dispute between two companies from different
jurisdictions be settled?
3 Which international bodies do you know that set guidelines for commercial
transactions?

Reading 1: Commercial Law

2 Read the text below and decide whether these statements are true (T) or false (F).
1 Commercial law is a general term for a number of diverse areas of the law
which regulate trade and commerce.
2 Contentious work includes the drafting of contracts and advising clients.
3 The Uniform Commercial Code applies to commercial transactions in all of
the member nations of the European Union.
4 The World Trade Organisation checks to see if countries follow the trade
agreements they have signed.

Commercial law deals with issues of both private law and public law. It
developed as a distinct body of jurisprudence with the beginning of large-
scale trade, and many of its rules are derived from the practices of traders.
Specific law has developed in a number of commercial fields, including
agency, banking, bankruptcy, carriage of goods, commercial dispute
resolution, company law, competition law, contract, debtor and creditor, sale
of goods and services, intellectual property, landlord and tenant, mercantile
agency, mortgages, negotiable instruments, secured transactions, real-
property and tax law.

The work of a commercial lawyer may involve any aspect of the law as it
relates to a firm's business clients, and the role of the lawyer is to facilitate
business clients' commercial transactions. It is essential for a commercial
lawyer to have not only a good knowledge of a lot of substantive law, but also
a thorough understanding of both contemporary business practices and the
particular business needs of each client.
A commercial lawyer may be asked to advise a client on matters relating to
both non-contentious and contentious work . Non-contentious work largely
involves advis ing clients on the drafting of contracts , whereas content ious
work commonly involves the con sequences of breach of contract.
 Many jurisdictions have adopted civil codes that contain comprehensive
statements of their commercial law, e.g. the Uniform Commercial Code (UCC),
which has been generally adopted throughout the USA. Within the European
Union, the European Parliament and the legislatures of member nations are
working to unify their variOU$ commercial codes.
A substantial amount of commercial law is governed by international treaties
and conventions. The United Nations Commission on International Trade
Law (UNCITRAL) regulates international trade in cooperation with the World
Trade Organisation (WTO). The WTO is responsible for negotiating and
implementing new trade agreements, and is in charge of policing member
countries' adherence to these agreements, which are signed by the majority
of the world's trading nations and ratified by their legislatures (for example,
Parliament in the UK or Congress in the USA).

Key terms: Fields, institutions and concepts in

commercial Law
3 Look at the areas of activity in commercial law mentioned in the first paragraph
of the text above and answer these questions. Use the glossary if necessary.
1 Which field deals with the legal rights associated with products of the mind,
such as patents, copyrights and trademarks?
2 Which field involves the laws and regulations governing market behaviour,
particularly agreements and practices that restrict free enterprise?
3 Which institution deals with the supply of credit information about business
organisations to other businesses and financial institutions?
4 Which field is concerned with the legal relationships between the shipper (or
owner) of goods, the carrier, and the receiver/consignee of goods?
5 Which field focuses on the laws regulating money paid to the government in
connection with commercial transactions?
4 Choose the correct word or phrase to complete these definitions.
1 'Agency' is the term for the relationship of a person who acts in addition to 1
on behalf of 1 on account of another person, known as the principal.
2 Bankruptcy is when someone cannot pay what they owe 1 own 1 won, and all
their property is surrendered to a court-appointed person who liquidates the
property to pay the claims of creditors I owners I debtors.
3 A secured transaction is a loan or credit translation 1 transaction 1
termination in which the lender 1 loaner I debtor acquires a security interest
in certain property owned by the borrower and has the right to repossess the
property if the borrower cannot pay.
4 Negotiable instruments are documents which represent a right of charge 1
payment 1 credit for a specified sum of money on demand or at a defined time.
Listening 1: Profile of a commercial lawyer
Just as commercial law itself encompasses many distinct fields of law, commercial
lawyers often deal with different areas of commercial activity in the course of their
careers. You are going to hear the podcast of an interview with Michael Grant, an
associate at a commercial law firm, which appears on the website of the alumni
association of an Australian university.
5 _.:: 6.1 Listen and answer these questions.
1 Why has he decided to return to university?
2 What does he advise law students regarding career choices?
6 _.:: 6.1 Listen again and tick the work he did before joining Raven stone, Altman
and Ofner, LLP.
1 Preparing notices of dismissal D
2 Interviewing junior lawyers for positions at his firm D
3 Analysing technical documents D
4 Submitting patent applications D
5 Writing patent drafts D
6 Drafting maritime legislation D
7 Resolving charter party disputes D
8 Handling cargo claims D
9 Litigating ship collisions D

Language use: Adverb functions

Adverbs are often used to describe the action expressed by the verb. We
distinguish adverbs of time (e.g. often, usually) and adverbs of manner, which
describe how an action is carried out (slowly, carefully). Adverbs can also be
used to qualify adjectives (e.g. particularly interesting).

7 a Underline the adverbs in the sentences below from Listening 1 and then
decide which function the adverbs have (a-c).
a describing time of action
b describing manner of action
c qualifying an adjective
1 He's currently undertaking a Master's of e-Law at Monash University.
2 There's something about the challenge of taking a complex commercial
transaction and expressing it clearly and concisely that really appeals to me.
3 I also had to write patent drafts, which are incredibly detailed descriptions of
the inventions in precise legal terms.
4 It was interesting, although at times extremely difficult and demanding.
5 But I quickly realised that what I liked best was working closely with the
other lawyers on litigation, defending or enforcing patents .
6 I usually spend most of the day reviewing documents, drafting agreements,
meeting with clients and , of course, answering emails.
b Where are the adverbs placed in relation to the verbs?
8 For each of these sentences, decide which adverbs don't fit.
1 My work often 1 carefully 1 regularly involves litigating charter party disputes,
although I occasionally 1 sometimes I remarkably handle collision cases as
well.
2 Maritime salvage claims can be closely I extremely 1 incredibly challenging
due to the complicated legal situation.
3 The remarkably 1 quickly 1 extremely fast pace of change in the area of
information technology law means that lawyers at our firm have to mainly 1
regularly 1 often attend seminars about the effects of new legislation.
4 Researching technical innovations carefully 1 extensively 1 extremely is
a(n) very I extremely 1 regularly interesting step in the process of writing a
patent draft.

Speaking 1: Internships
In Listening 1, Michael Grant described his internship with a maritime law firm. It is
common for law-school students to work in the summer months as an intern in a law
firm, government department, non-profit group or organisation. An internship can be paid
or unpaid. Some internships lead to course credits which count towards a law degree.
9 Discuss these questions with a partner.
1 Have you done an internship? If so, describe the organisation and your
duties there.
2 What do you think makes an internship a valuable experience? What can be
gained from it?
3 What would your ideal internship be?

Text analysis: Letter of application for an

internship
Law students often write a letter of application to apply for an internship in response to a
specific advertisement. However, it is also common for a student to write what is known
as a prospecting letter, or letter of interest, in which the sender asks if there are any
openings for interns at the company or institution.
10 Quickly read the letter on page 64 written by a student. Is it a prospecting
letter or a letter of application replying to a specific advertisement?
11 Read the letter again and answer these questions.
1 What kind of organisation is she applying to?
2 Which areas of the law is she interested in?
3 What legal work experience has she had?
4 Which documents are enclosed in the letter?
12 Underline the adverbs used in the letter. Why do you think the writer uses so
many adverbs? What effect does it have?
 Julia Schwende
1Marktgasse 17
1210 Vienna
Austria

2 1 November 2008

3
Robson, Mumsen and Meech LLP
8 Hawthorn Road
Saffron Walden
Essex
CB11 3KL

4 Dear Sir or Madam

Summer internship in commercial law

I am a student of law at the University of Vienna, Austria. 6 I am now in my second
5

year and I expect to complete my degree in June 2010. 7 I am interested in applying

for the summer internship in commercial law which is advertised on your website.
· 8 In my studies, I have completed all of the required courses successfully to date.
I am particularly interested in commercial law, and have taken elective courses in
debtor-creditor law and negotiable instruments. 9 Furthermore, I have frequently
attended guest lectures and discussions at my university on topics related to
commercial law. 10 I have also already gained work experience at a law firm, as I
carried out an internship last summer at a small law firm specialising in tax law in my
hometown of Dornbirn. 11 There my duties included researching new legislation and
helping the partners prepare cases for trial. 12 Full details of my studies and work
experience are included on the enclosed resume.
13 The internship you are offering is especially attractive to me, as I would like to get

to know what it is like to work at a large commercial law firm with many international
clients and to have the experience of working abroad in an English-speaking country.
14 1am extremely motivated and a hard worker and I sincerely believe that I would

make the best of such an opportunity.

15 1can confidently say that I have a particularly good knowledge of English, as I

have spent several summer vacations with my family in the USA and I have taken two
courses in Legal English at my university. 16 1am enclosing writing samples in English
as you request in your advert; the letters were written as part of my Legal English
courses.
17 Should you require further information, please do contact me. 18 11ook forward to

hearing from you.

Yours faithfully

julia ;Jchw'ende
13 Match the sections and ideas which should be included in a letter of
application for an internship (a-m) with the corresponding sentences in the
letter (1-18). Some sections/ideas are used more than once.
a Reference to how you found out about the internship
b Your address
c Reference to things requ'ested in the ad (writing sample, references, etc.)
and enclosed in the letter
d Recipient's address
e Reasons for your interest in internship
f Description of your legal work experience
g Introduction, saying who you are
h Date
Description of your studies and coursework
j A 'call for action' which closes the letter
k Salutation
Reason for writing letter
m Details of any personal qualities, qualifications or skills that make you right
for the internship

Reading 2: Commercial law internship

14 Read this text. Where do you think it appeared?

Powderhouse Sommerville LLP International Commercial Law Internship

The international commercial law firm Powderhouse Sommerville LLP launched its International
Commercial Law Internship at the University Law School in 2006 and has renewed it for the
current academic year.
Powderhouse Sommerville LLP is one of the world's largest law firms, with over 1,600 lawyers
and 15 offices in North America, Europe and Asia.
Professor May Rikos, Director of the University Law School, said: 'The University Law School
welcomes the opportunity to work with one of the first-rank global commercial law firms.'
Under the terms of the internship, students taking International Commercial Law courses in
Mergers, Comparative Antitrust Law and World Trade Law will be invited to compete for the
internship. Selection will be on the basis of an essay plus interview of the students who achieve
the top essay mark in each of the relevant courses. Applications must be submitted by March
10, and the interviews will take place in late March/early April. The Internship will take place from
May to July inclusive in the Powderhouse Sommerville Frankfurt Office.
Link to application at the bottom of this page.

15 Read the text again and answer these questions.

1 Who can apply for the internship?
2 How will students be chosen for the internship?
3 When and where will the internship take place?
4 How can a student apply?

Writing 1: Letter of application

16 Write a letter of applicat ion in response to the internship advertisement in
Exercise 14. Be sure to include all of the sections and ideas necessary.
Uolt 6 Comm.,dallaw (
LAW IN PRACTICE
Lead-in
Internships are very often the first experience young lawyers have of the realities of
globalisation in the workplace. Many large legal firms have offices across the globe,
employing lawyers of many nationalities.
17 Discuss these questions with a partner.
1 What do you understand by the term g/obalisation?
2 What factors have contributed to the globalisation of the world's economies?
3 What are the implications of globalisation for:
a businesses? b commercial lawyers?

Reading 3: Role of commercial agents

Most companies engaged in international trade make use of agents to represent them
abroad. The relationship between agent and principal is commonly governed by a
commercial agency agreement, and the European Union has sought to harmonise 1 its
member states' agency laws in order to give agents greater protection.
This text is taken from the introduction to a document written to inform lawyers about
recent changes in the law concerning commercial agency agreements.
18 Read the text and decide whether these statements are true (T) or false (F).
1 Under EU law, a commercial agent is a person who sells goods and services
on behalf of a principal.
2 Agents are generally paid a flat rate; that is, a charge that is the same for
everyone.
3 Principals will often abandon agency agreements once a customer base
becomes established.

1 The role of commercial agents is well known. They act as independent intermediaries
representing their principals in the market. A commercial agent is defined by EU
Directive 86/653 as a person 'who is a self-employed intermediary having continuing
authority to negotiate the sale or purchase of goods (but not services) on behalf of his
principal or to negotiate and conclude such transactions on behalf of and in the name of
his principal .. .'. They do not buy products from their principals, but arrange sales directly
from their principals to the customer. For the provision of this service, commercial
agents are typically paid a commission by their principals, calculated as a percentage of
the sale price of the product to the customer.
2 Commercial agency is of particular importance in international trade. It provides a
convenient structure enabling a foreign supplier to penetrate an overseas market. By
using the services of an agent established in the targeted overseas market, the principal
can benefit from the knowledge and local connection of the agent, avoid the investment
and commitment of managerial resources required by the establishment of a branch or
subsidiary and, by taking advantage of the agent's services on a commission basis, can
effectively test the overseas market on a 'no cure, no pay' basis.

1
Harmonisation is the process by which different states adopt the same laws.
 3 But the position of the commercial agent is vulnerable. Because ofthe agent's role as
intermediary, the principal necessarily has perfect knowledge of the customers procured
by the agent. As sales volumes build, the temptation for the principal to circumvent
the agent and enter into direct relationships with customers can often become
overwhelming against the background of an increasing commission bill, often fuelled by
repeat orders from the same customers. It is commonplace, therefore, for the commercial
agent to find his relationship with his principal brought to an end precisely at the
moment where the agent's efforts have resulted in the establishment of a significant
new customer base for the principal in a new market. In this way, the agent becomes
the victim of his own success and the principal takes advantage of the goodwill in the
principal's product, created largely as a result of the agent's efforts.

19 Read the text again and answer these questions.

1 Why is commercial agency important for international trade?
2 How do commercial agents sometimes become 'victims of their own success'?
20 Match these words and phrases from the text (1-4) with their definitions (a-d).
1 commission a when payment is only made following a positive result
2 intermediary b the benefit a business gets from having a good reputation
3 a 'no cure, no pay' basis c someone who carries messages between people who are unable
4 goodwill to meet
d payment to someone who sells goods which is directly related to
the amount of goods sold

Reading 4: Commercial agency contract 1

The IC(2 Model Commercial Agency Contract is commonly used by businesses entering a
new market, and is an example of a standard form3 contract. Its provisions are based on
prevailing practice in international trade rather than national laws.
21 What are the advantages of using a standard form contract based on common
business practices rather than negotiating contracts according to domestic laws?
22 What kind of provisions would you expect to find in a commercial agency
contract?
23 Chance Computing is a UK-based company that produces budget laptop
computers for schoolchildren. It uses agents to sell its products to other
countries. Read the clauses on the next page taken from Chance Computing's
standard commercial agency contract and answer these questions.
1 Can the agent set the price at which goods will be sold to third parties?
2 Under what circumstances can the contract be terminated?
3 What is the governing law?
4 If the principal breaches the contract, what court has jurisdiction?

1 also commercial agency agreement

2 The International Chamber of Commerce is an organisation of businesses from over
80 countries that works to promote and support global trade and globalisation ,j
3 also boilerplate

Unit 6 Commercial law c~/'~:

 5 The Agent shall endeavour to obtain business for the Principal and
is bound to serve the interests of the said Principal to the best of his
ability. He will do his best to provide all information necessary for the
purpose of promoting business, and especially inform the Principal
immediately about every order received.
4 He may not deviate from the prices, delivery and payment conditions
of the Principal without his consent.

9 The contract shall come into force on 10 February 2006 and shall be
valid for an indefmite period.
Where the contract has been agreed for a flxed period, it shall be
expected for the same period provided that notice of termination shall
not have been served, by registered letter, at least six months prior to
the end of a calendar quarter.
Where the contract has been agreed for an indefinite period, it may
be terminated by either party thereto giving, by registered letter, six
months' notice prior to the end of a calendar quarter.
10 The provisions of the EEC Council Directive of 18 December 1986
on the co-ordination of the laws of the Member States relating to
self-employed agents (86/655/EEC) apply to this agreement. In other
respects, the law of the domicile of the Agent is to be consulted.
11 Any disputes arising out of or in connection with this agreement shall
be decided by the competent Court in the area where the claimant
has his residence or registered offices.

24 Take it in turns with a partner to explain the provisions of the contract using
your own words.

EXAMPLE: Clo..use 4 so..ys trloJ; trle o..gent. neecls perm~ssi.on from trle principol
t.o cl1ru1ge prices ru1cl concLlions of sole, ef:c.

Reading s: The Commercial Agents (Council

Directive) Regulations 1993
The Commercial Agents [Council Directive) Regulations 1993 [as amended) is an example
of an EU directive incorporated into English law, and implements EU Directive 86/653, as
referred to in the commercial agency contract in Exercise 23.
25 Quickly read Regulation 17(1) on the next page and answer these questions.
1 What is the general aim of the regulations?
2 Under the Act, what two words are used to refer to the money to which an
agent might be entitled following the termination of an agency agreement?
What is the difference in meaning between these two words?
 Entitlement of commercial agent to indemnity or compensation
on termination of agency contract
17 (1) This regulation has effect for the purpose of ensuring that the commercial
agent is, after termination of the agency contract, indemnified in
accordance with paragraphs (3) to (5) below or compensated for damage
in accordanc'e with paragraphs (6) and (7) below.
(2) Except where the agency contract otherwise provides, the commercial
agent shall be entitled to be compensated rather than indemnified.
(3) Subject to paragraph (9) and to regulation 18 below, the commercial agent
shall be entitled to an indemnity if and to the extent that-
(a) he has brought the principal new customers or has significantly
increased the volume of business with existing customers and the
principal continues to derive substantial benefits from the business
with such customers; and
(b) the payment of this indemnity is equitable having regard to all
the circumstances and, in particular, the commission lost by the
commercial agent on the business transacted with such customers.
( 4) The amount of the indemnity shall not exceed a figure equivalent to an
indemnity for one year calculated from the commercial agent's average
annual remuneration over the preceding five years and if the contract goes
back less than five years the indemnity shall be calculated on the average
for the period in question.
(5) The grant of an indemnity as mentioned above shall not prevent the
commercial agent from seeking damages.
(6) Subject to paragraph (9) and to regulation 18 below, the commercial agent
shall be entitled to compensation for the damage he suffers as a result of
the termination of his relations with his principal.
(7) For the purpose of these Regulations such damage shall be deemed to
occur particularly when the termination takes place in either or both of the
following circumstances, namely circumstances which-
(a) deprive the commercial agent of the commission which proper
performance of the agency contract would have procured for him
whilst providing his principal with substantial benefits linked to the
activities of the commercial agent; or
(b) have not enabled the comme rcial agent to amortise the costs and
expenses that he had incurred in the performance of the agency
contract on the advice of his principal.
(8) Entitlement to the indemnity or compensation for damage as provided
for under paragraphs (2) to (7) above shall also arise where the agency
contract is terminated as a result of the death of the commercial agent.

26 Read the whole of Regulation 17 1 and answer these questions.

1 According to 17(2), under what circumstances will agents be granted an
indemnity rather than compensation?
2 According t o 17(3), what is necessary before an indemnity is granted?
3 According to 17(4), how is th e indemnity calculated?
4 Is compensation available if contract ends following the death of the agent ?

1 The last two paragraphs (17(9) and 17(10)), have been cut from thi s extract.
""" 6 CommO<dollow (
27 A colleague from outside the EU contacts you to ask about the legal protections
in place in the EU for commercial agents. Write a summary of Regulation 17 to
circulate to your litigation department.

Listening 2: Meeting with corporate counsel

Following two years of increasing sales in southern Europe, Chance Computing wants to break
into the more competitive central European market. Jenny Miller, Sales Director of Chance
Computing, has asked Clive Sanborn, corporate counsel, for advice on terminating a number of
agency agreements.
28 Ill;: 6.2 Listen to the first part of their conversation and answer these questions.
1 Why does Chance Computing want to end the agreements with their agents in
southern Europe?
2 What is the maximum amount of compensation an agent can be paid, according
to the regulations?

29 Ill;: 6 .3 Listen to the second part of their conversation and answer these questions.
1 Is compensation limited only to lost commissions?
2 For how many years are the agents' commercial activities restricted following
termination of the agreement?
30 Ill;: 6.2, 6 .3 Listen to the whole conversation again and decide whether these
statements are true (T) or false (F).
1 The agents are in breach of contract.
2 Under the agreement, the minimum notice period is six months.
3 The agreement allows forthe payment of an indemnity of up to one year's
average commission fees.
4 The agents must make any claims for compensation within one year of the
termination of the agreement.
5 The restraint-of-trade clause is valid for five years.
6 Under the law, a restraint-of-trade clause in an agency agreement must refer to
either the relevant geographical area or the type of goods in question.
7 The lawyer believes a court would be likely to find for the agents and not uphold
the restraint-of-trade clause if the principal breached the terms of the agreement.

Speaking 2: Role-play: discussing options

31 Following his discussion with Jenny Miller, Clive Sanborn discusses the options
available to Chance Computing with an intern who is shadowing him. With a partner,
role-play their conversation. Discuss the various options that are available to
Chance Computing, together with their possible outcomes. Consider the best case,
worst case and most likely scenarios.
Student 1: You are Clive Sanborn. Summarise the position that Chance Computing
are in.
Student 2: You are the intern shadowing Clive. Suggest some options for the
company based on the information in this unit.

Writing 2: Summary
32 Write a summary of your discussion. Include a model compensation package for
Chance Computing to offer their agents.
Language Focus

1 Word formation Complete the table with the adjective form of these nouns.

noun adjective
merchant mercl1o..nto..bLe, ...
~------------~
commerce
negotiation
finance
bankruptcy
2 Noun-adjective collocations Which of the adjectives from Exercise 1 collocate with
these nouns? (Some can collocate with more than one adjective.)

1 ......................................................... instrument
2 ......................................... trading
3 ................................................. . bank
4 .............................................. agency
5 ....................................... law
6 .............................. ... terms
3 Abbreviations What do these abbreviations stand for?

1 ucc
2 WTO
3 UNCITRAL
4 Key terms in intellectual property law Which word completes all of these
expressions?

1 ..................... ... ........................... draft

2 ....................................................... application
3 to secu re a .........................................................
4 to enforce ........................................
5 to grant .........................................................
6 ......................................................... office
5 Prepositions Complete the phrases and sentences below from the unit using the
prepositions from the box.

I by for into of of on on I
1 to advise a client ...................... ........................... a matter
2 a breach .. ......... .... ............................. contract
3 Commercial law is governed ................. ..................... ......... international t reaties .
4 An agent works ......................................................... behalf ................................................... .. a principal.
5 to apply ......................................................... an internship
6 a contract comes ......................................................... force
 7 Real property law

THE STUDY OF LAW

Lead-in
Property law governs the right of use, control and disposition which a person may have
over personal property and real property.
1 a What is the difference between personal property and real property?
b Which of these is considered real property?
a an apartment building f farmland
b a CD g a forest
c railway tracks h a business plan
d a large outdoor sculpture a car
e a factory

Reading 1: Real property law

2 Read the text below and decide whether these statements are true (T) or false (F).
1 A fee simple is an estate of indefinite duration.
2 A life estate can be passed on to the grantee's heirs.
3 A lease grants exclusive possession of real property for a limited term,
but does not confer title interest in the property.
4 An oral contract for the purchase of real property is usually valid.

Real property can be divided into freehold estates 1 and leaseholds.

Freehold estates are those in which an individual has ownership of land for an
indefinite period of time. It is important to note that in property law, the term
land refers to real estate (and everything that grows on that real estate), any
improvements to the real estate (e.g. buildings) and the right to the minerals
underneath the land and the airspace above it. There are generally three
types of freehold estate in English-speaking jurisdictions: the fee simple 2 , the
life estate and the estate pur autre vie. A fourth type of freehold estate, the
fee tail, is now largely obsolete. The transfer of title in land from one person
to another is known as the conveyance.
The most complete, unlimited form of freehold estate is the fee simple, which
is inheritable and lasts as long as the owner (or any subsequent heirs) wants
to keep it. A life estate is one in which the individual retains possession of
the land for the duration of his or her life. Although the ownershi p of a life
estate is technically temporary because it" ends when the owner dies , it is

1
The term estate refers to a person's interest in real property. It also
refers to a deceased person's real and personal property.
2
also fee simple absolute
 treated as complete ownership (fee simple) for the duration of the person's life. The
estate pur autre vie is similar to the life estate, but differs in that it is measured
by the life of someone other than the grantee (to whom an interest in the real
property is conveyed by a grantor). An example of an estate pur autre vie would be
a landowner who wishes to leave property to a charity in her will, but to enjoy tax
savings during her life. She could formally donate the property but retain possession
during her own life (a life estate) and specify that she wants someone, e.g. her husband,
to be able to remain in the property should he outlive her (estate pur autre vie).
In common-law jurisdictions, leasehold interests in land are sometimes classified
as personal property, along with tangible property such as goods and chattels.
Leaseholds are property interests of limited duration and are generally created
through a lease- a contract for exclusive possession in return for which the tenant
pays the landlord or landlady a specified rent or compensation. A licence 1 is like
a lease, but is generally for a shorter period of time, usually less than 12 months.
Furthermore, if there is no exclusive possession of the property (as in a hotel room),
then a licence is created, not a lease. A licensee is not granted any title interest in
the land, merely permission to enter it for a specific purpose that would otherwise
constitute a trespass.
The Statute of Frauds is generally applicable to interests in land, requiring that
instruments such as deeds, real-estate sales contracts and certain leases be in
writing to be legally enforceable.

1 (US) license

Key terms 1: Instruments and people in real

property law
3 Match the sentence halves to complete these definitions.
Instruments
1 A /ease is an instrument which grants
2 A licence is an instrument which gives
3 A deed is an instrument which
transfers
People
4 A tenant is someone who leases or
rents
5 A landlord is someone who owns
6 An heir is someone who is entitled
to inherit
7 A grantor is someone who conveys
8 A grantee is someone who acquires
9 A licensee is someone who receives
a title to a property from one owner to another.
b temporary possession of a property without
conferring ownership.
c the right to use property for a certain purpose
without conferring either possession or
ownership.
d part or all of a deceased person's estate.
e an interest in real property to another.
f property from a landlord.
g permission to enter another person's property
temporarily.
h property, and rents it out or leases it to others
for money.
an interest in property from another by deed or
ot her written instrument.

4 Wit h a partner, take turns making sentences that combine the peopl e and the
instruments.
EXAMPLE: A teno...nt si.gns
Lo...ncU.orcL.
CA. Leo.se INhen he/she rents property from CA.

Uo;t 7 Real pmp•rty law E]

Language use 1: Forming adjectives with
negative prefixes
5 Find two adjectives in Reading 1 with negative prefixes (e.g. un-, in-).

There is no single rule for forming adjectives with negative prefixes. The most
common negative prefixes are un- and in-, but there are several others as well.
For this reason, you should make a note of the negative prefix used with a word
when you come across it; consult a dictionary if you are not sure.

6 Choose the correct prefixes (if-, in-, im-, ir- or un-) to complete these
sentences. Use your dictionary if necessary.
1 Under the _ legal lease doctrine, a lease of _safe and _sanita ry premises
that violate the local housing code is deemed an _legal, and thus_
enforceable, contract, allowing the tenant to withhold rent but remain in
possession.
2 If the tenant .is _able to pay rent when due, but on or before such due date
he/she gives the landlord written notice that it is _possible for him/her
to pay said rent on time and the reasons, the landlord shall attempt to work
out a procedure for paying such rent.
3 Freehold usually permits the owner to use the land for a particular purpose,
allowed by government and planning laws, for an _definite or _limited period.
4 The term estate at will refers to an estate in which a person holds or
occupies property with the permission of the owner, for a term of _specified
or _ certain duration; i.e. there is no fixed term to the tenancy.

Reading 2: Real property investment Law

Mychajlo is a graduate student of law enrolled in a Master's degree programme in
European Law. In a seminar on Eastern European Real Property Law, he has to give a
presentation on the real property law of a specific jurisdiction. He has found an English
text explaining the real property investment law of his own country, Ukraine, and is
considering using it as a source of information. However, since Mychajlo's native language
is not English, he has difficulty understanding the text.
7 Read through the extract from the text on page 75 carefully and match the
headings (a-e) with the appropriate sections (1-3). You will not need two of the
headings.
a Lease right to land
b Improvements
c Grounds for termination available to the landlord
d Grounds for termination available to the tenant
e Termination
8 Quickly read the extract again. What features do you think might make it
difficult to understand?
re(f6-- ------------------------------------------------------ ---------------------------------------------------------------------·------·-- a·· .
~· J9· ~ G'H · 1~ r

1) ...................................................

Lease agreements for an .indefinite term may be terminated at any time by either party on
three calendar months' notice. Lease agreements for a definite term may be terminated only
in case of mutual agreement of the parties, or by a court of law.
2) ·························································
The landlord shall have the right to terminate the lease agreement if:
• the tenant uses the real property in violation of the agreement or the real property's
designation;
• the tenant transfers the use of the real property to another person without the landlord's
prior consent;
• the tenant, due to his/her negligence, creates a threat of possible damage to the real
property;
• the tenant has not commenced any major repairs of the real property where an obligation to
do so was imposed on the tenant.
The landlord shall have the right to terminate a lease agreement and claim the return of
real property if the tenant does not make lease payments for the use of the real property
during three consecutive months. In the event the landlord terminates a lease agreement, the
lease agreement shall be deemed terminated from the moment the tenant is notified by the
landlord of termination.
3) ................................. .

Pursuant to the Civil Code of Ukraine, the tenant shall have the right to demand termination of
the lease agreement if:
• the landlord transferred the leased real property, and the quality of the leased property
contravenes the terms and conditions stipulated by the lease agreement or the designation
of the real property;
• the landlord fails to comply with the obligation to make capital repairs of the real property.
According to Ukrainian law, an agreement on lease of the land shall be terminated in certain
cases provided by the law, namely:
• compulsory purchase 1 of the land for public needs and forced alienation of land on the
grounds of public necessity under the procedure set by Ukrainian law

1 (US) (upon) exercise of the power of eminent domain

Unit 7 Real property law

Language use 2: Formal/informal style: synonyms
One reason why the text might be difficult to understand is the fact that it
contains several words which are typical of a more formal style of language
and are not common in everyday speech. This style is often found in written
legal texts, and sometimes in spoken language as well. In general, more formal
English words are often of Latin origin, while less formal words are often of
Anglo-Saxon origin (e.g. show (informal) vs. demonstrate (formal)). One example
of formal language use can be found in Reading 1:
A life estate is one in which the individual retains possession of the land for
the duration of his or her life.
The phrase to retain possession of the land is formal in style, while to keep
the land would be more informal. The text in Reading 2 contains the following
example:
Lease agreements for an indefinite term may be terminated at any time by
either party on three calendar months ' notice.
To terminate is a formal way of saying 'to bring to an end' or 'to end' something.

9 Find more formal words and phrases (highlighted in Reading 2 on page 75)
which correspond to these words.
1 agreement before 5 following in order 8 in agreement with
2 begun 6 do what is required 9 legal description
3 common 7 goes against 10 state purchase of privately
4 ended owned property

10 Discuss these questions in small groups.

1 When is it appropriate to use a formal language style in legal matters? What
factors does it depend on?
2 In which of the following situations do you think it would be appropriate to
use formal language?
0 When giving a presentation on a legal topic in a seminar
0 When writing a seminar paper
0 When speaking to a client
0 When writing a letter or email summarising the law to a client

Listening 1: Property-law presentation

You are going to hear an excerpt from Mychajlo's seminar presentation (see Reading 2).
111111;:: 7.1 Under what circumstances are foreigners permitted to buy real property
in your jurisdiction? Listen to the excerpt. How does the law in Ukraine
compare to the law in your jurisdiction?
12 1111;:: 7.1 Listen again and decide whether these sentences are true (T) or false (F).
1 Foreigners are not permitted to buy agricultural land in Ukraine under any
circumstances.
2 If a foreigner inherits farmland, he/she is all owed to retain it for the purpose
of conducting bu siness there.
3 Foreign business entities may not acquire buildings or structures on non-
agricultural land.
4 Foreigners can acquire land in Ukraine by founding a company.
Speaking 1: Giving emphasis to important points
Listeners can better understand and remember information given in a presentation if the
speaker indicates its importance and gives it sufficient emphasis.
13 In his presentation, Mychajlo makes use of several of these techniques for
emphasising important ideas. Which techniques does he use? Read through
the audio transcript of his talk (page 132) and underline the examples of each
technique.
1 Repetition
2 Rephrasing an idea in different words ·
3 Using the voice to stress an idea
4 Using sentence openers that point to an important idea
5 Using intensifying adverbs or adjectives
14 Prepare a short presentation about the real property law in a jurisdiction you are
interested in. Discuss the circumstances under which foreigners can buy and
lease real property. Observe the guidelines for giving presentations given in
Unit 1, making use of various ways of giving emphasis to important points.

LAW IN PRACTICE
Lead-in
Buy-to-let, the practice of buying a property to rent out to tenants as a source of income,
is an attractive form of investment for many people. In recent years, EU enlargement and
the availability of cheap flights from budget airlines have resulted in a growth in so-
called fly-to-let- that is, buying to let in other countries.
15 Discuss these questions in small groups.
1 Would you consider investing in property in a foreign country? I
2 What are the uncertainties involved in dealing with foreign markets?
3 What advice would you give someone considering such an investment? I,
I'
Key terms 2: Buying real property
16 Choose the correct word to complete each of these five definitions of terms
often used when discussing the purchase of property.
1 A deposit 1 lien 1 conveyance is the initial payment you make when buying a
house.
2 The tenancy agreement 1 property transfer tax I rental income is the money
received from let properties (the money paid by a tenant to a landlord).
3 A(n) mortgage 1 escrow I easement is an agreement which allows you
to borrow money, especially in order to buy a house or apartment, or the
amount of money itself.
4 The cadastral register I chain of title I capital appreciation is the increase
in the value of an asset.
5 The stamp duty 1 purchase price 1 notarial deed is the amount you must pay
for an asset.

Unit 7 Real property law

17 Complete this advertisement using the words from Exercise 16. You will not
need to use all of them.

Buy-to-let in Prague
Why Prague? It is estimated that 50,000 new homes need to be finished
annually until 201 0 to meet the current housing shortage in the Czech Republic.
The majority of housing is required in Prague itself, as EU investment continues
to create new jobs.
Typical example of a Prague buy-to-let*:
1) .............................. ......................... €50,000

2) ........................ ..... .................... (15%) €7,500

3) ............................. .................. (85%) €42,500

Monthly mortgage payment €246 pcm 3.49% 20-yr repayment

4) .......................... ................. €291 pcm @ 7% pa (conservative

estimate)

Rent as a % of mortgage 118%

* The above figures are illustrations of what might be achieved. The actual figures could be higher,
or lower. With any property investment, there are risks: interest rates could rise, property values
and rents could fall. It is important to consider the risks as well as the potential rewards.

18 Does buy-to-let in Prague look like a good investment? What could you do to
check that the figures quoted above are realistic?

Listening 2: Telephone enquiry: buy-to-let

Marta Cervera is a Spanish woman who is thinking of investing in a buy-to-let property in
Prague. She calls Jana Fialova, a Czech lawyer, to ask about the legal issues involved in
such a purchase.
19 .. ~ 1.2 Listen to the first part of the conversation and answer these questions.
1 How did Marta Cervera first hear about Jana Fialova?
2 Does Ms Cervera need to form a company to buy a property in the Czech
Republic?

20 .. ~ 1.2 Listen to the first part of the conversation again and choose the correct
answers to these questions.

1 What made Ms Cervera consider investing in a buy-to-let in Prague?

a She has inherited some money.
b She needs to lose some money for tax purposes.
c She has received some money from an earlier investment.
2 How does Ms Fialova describe the process of buying property in Prague?
a Simple
b Complicated
c Quick
 3 Who normally pays the stamp duty1 in the Czech Republic?
a The seller
b The buyer
c There is no stamp duty.
4 How long can incorporation take in the Czech Republic?
a Six to eight days
b Six to eight weeks
c Six to eight months
21 Ill::: 7.3 Listen to the second part of the conversation and tick the terms that
Jana Fialova mentions.

1 notarised D 6 liens D 11 completion D

2 purchase agreement D 7 foreclosure D 12 easements D
3 gazump D 8 encumbrances D 13 survey D
4 escrow D 9 restrictive covenants D 14 tenancy agreement D
5 title D 10 planning permission D 15 boundaries D
22 Ill::: 7.3 Listen again and decide whether these sentences are true (T) or false (F).
1 Czech banks generally require a deposit of between 10% and 30% of the
purchase price before they will grant a mortgage.
2 Ms Fialova suggests that some of the purchase price should be kept in a
separate account to be released once all of the conditions of purchase have
been met.
3 Czech property developers often incur large debts that they are unable to pay.
4 Buyers of Czech property are not liable for charges against property incurred
by previous owners.
5 Restrictive covenants typically give a third party the right to use another
person's land.
6 Ms Fialova has the details of Ms Cervera's future tenants.

Key terms 3: Conveyancing

23 Match the conveyancing terms (1-10) with the correct definitions (a-j).
1 stamp duty a A liability or charge on real property
2 notarise b A third party interest in real property reserved for specific purposes
3 purchase agreement c A tax on the conveyance of real property
4 escrow d To authenticate a written document
5 chain of title e A promise to do or not to do something with or on real property
6 encumbrance f A legally binding document containing details about rental terms
7 lien g A contract between a buyer and a seller
8 covenant h Money kept by a third party as security until a particular condition
9 easement is completed
10 tenancy agreement 2 The successive ownerships or transfers of real property
A restriction on the use of real property

1
2
a/so property transfer tax
a/so rental agreement
Uo;t 7 Reat pmperty taw €:,.
··~·
Writing: Follow-up email
24 Write a follow-up email from Jana Fialova to Marta Cervera. Include these
. points:
0 a suitable greeting
0 confirmation that you would be pleased to act for Ms Cervera
0 a summary of the main points discussed
0 details of the next stages
0 a suitable ending

Reading 3: Draft tenancy agreement

Marta Cervera finds a flat that she would like to buy and makes a successful offer.
Jana Fialova's brother then prepares a draft tenancy agreement for Ms Cervera's approval.
25 Quickly read the first page of the draft agreement and answer these questions.
1 What happens at the end of the tenancy period if a further rental agreement
has not been signed?
2 What must the landlord do if he/she wishes to evict the tenants following a
breach of the agreement during the fixed term?

I Shorthold tenancy agreement

LANDLORD(S):
MARTA CERVERA AND ROBIN MCLEVY
TENANT(S):
DWELLING 1 HOUSE:
LAUBOVA1) .. ······u··· .PRAHA3
The DWELLING HOUSE will be let for a
FIXED TERM of2) .... months from:
3) u (commencement date)
•••• • • • • • • • • • •
For a RENT of CZK 4) . per week/
month (delete as applicable) payable in
advance on 5) of each week/
. u
month (delete as applicable)
The LANDLORD will provide details of
which scheme is being used to the TENANT
within 14 days of the commencement of the
tenancy, or as required by law.
This agreement creates a SHORTHOLD
TENANCY. The LANDLORD has an absolute
right to recover possession of the property
u •• • at the expiry of the FIXED TERM, and at any
point thereafter, by following the procedures
u. • •• •••
as specified by law. If the FIXED TERM ends,
and no new tenancy agreement has been
• • ••••••••
signed, a statutory periodic tenancy2 is
automatically created.

The LANDLORD agrees to let the If the LANDLORD believes that the
DWELLING HOUSE to the TENANT(S) at TENANT has breached any part of
the RENT payable as set out above for the this agreement, and wishes to recover
duration of the FIXED TERM. possession of the DWELLING HOUSE
prior to the end of the FIXED TERM, the
The DEPOSIT is CZK 6) .... and will u •••••••••
TENANT must first be served with notice in
be protected by a government -authorised accordance with statute.
tenancy deposit protection scheme.

··--------~-------m_,._,,_,..,

1
___
,_u_,.~-~~--~~-----

a formal legal term used to describe a place where the occupier lives and treats as his/her home
2
This means that the tenancy is governed by law to run for the length of each rental payment period,
usually monthly. In the UK, if a tenancy is in the statutory periodic tenancy, then the landlord must give
two months' notice to quit if he wishes the tenants to leave. The tenants must give one month's notice
(to the end of the next rental period).
Listening 3: Telephone enquiry: tenancy agreement
lana Fialova calls Marta Cervera to clarify some of the details of the tenancy agreement.
26 .. ~ 7.4 Listen and complete the agreement on page 80 according to what is decided.
Use no more than three words for each space.

Text analysis: Telephone enquiries

27 a Look at these types of functional language used in telephone enquiries. Tick the
ones that are used in Listenings 2 and 3. Look at the audio transcripts on pages
132-134 if necessary.

1 answering the phone D 11 asking the caller to call back later D

2 offering help D 12 explaining that the person is unavailable D
3 asking to speak to someone D 13 leaving a message D
4 asking who's calling D 14 taking a message D
5 saying who's calling D 15 showing interest 1 showing that you're
6 connecting the caller D listening D
7 giving a reason for calling D 16 asking for repetition andjor clarification D
8 greeting D 17 clarifying D
9 asking the caller to wait D 18 apologising D
10 checking that the person who answers 19 ending the call D
has time to talk D 20 referring to future contact D
b What language is used by the speakers to express each of the functions you
have ticked? Underline the expressions in the audio transcripts.
28 Match these examples of common telephone language with the appropriate
function (1-20) from Exercise 27a. Some functions are represented several
times, others not at all.
a I wonder if I could call you again next week? j Would you mind saying that again?
b Let me just get a pen. k He can't get to the phone right now.
c When can I expect to hear from you? I I'm calling in connection with ...
d Sorry, I didn't catch that. m So that's i, as in igloo?
e Is this a good time? n What can I do for you?
f I see. o It's about ...
g Can you ask her to call me back? p I'd better read that back to you.
h Nice to hear from you again! q Would you mind calling back in an hour?
i Really?

Speaking 2: Using English on the phone

29 When did you last use English on the telephone? Do you ever talk to people over
the Internet? How confident do you feel speaking English on the telephone?
30 Do you have any useful tips for speaking English on the telephone? Discuss
your ideas with a partner, then compare your list with the one in the answer key
(page 149).
31 Work with a partner. Before you begin your phone call , sit back to back so that
you cannot see each other. If possible, use a mobile phone and stand at the
other side of the room.
Student A: Turn to page 115.
Student B: Turn to page 117.
Unit 7 Real property law (·;,-.;·~
_...·..ti
Language Focus

1 Word formation Complete this table.

verb positive adjective negative adjective abstract noun

Uxni.t limited !A nlixn i.ted.. limitation
define definite
unspecified specificat ion
inherit uninheritable
enforce enforcem ent
applicable applicatio n
complete completio n

2 Collocations Decide which of the nouns in the box collocate with the adJectives
listed below. Some of the nouns go with more than one adjective.

I agreement consent estate possession property

1 real esto..te, ...

2 prior
3 mutual
4 exclusive
3 Formal/informal synonyms Match the verbs (1-7) with their more formal
synonyms (a-g).
1 go against a terminate
2 start b commence
3 keep c consent
4 agree d redeem
5 end e contravene
6 buy back f renounce
7 give up g retain
4 Telephoning language Match the two halves of the sentences to form examples of
common telephoning language.

1 Good afternoon , a I'm calling about the Milligan case.

2 Hello, can you put me through b later on this afternoon?
3 Certainly. Who shall I c as soon as I have any news. Goodbye.
4 I'm sorry, Ms Moore is busy right now. d I'm expecting a call any time now.
5 Ms Moore will be just a few moments. e say is calling?
6 I'm very sorry, but I'll have to stop you there. f for your help.
7 Can I call you back g Can I ask her to ca ll you back?
8 Hello? Ms Moore? h Can you hold?
9 Thanks very much Wintermint and Rainey.
10 Not at all , I'll speak to you again j to Mr Crisp, please?

,I

j
 8 Litigation and arbitration

THE STUDY OF LAW

Lead-in
A dispute is a disagreement or argument about something important. There are all
kinds of legal disputes, from disputes over people's behaviour and business disputes to
planning and environmental disputes, to name just a few.
1 Legal disputes can be resolved in the courtroom, but there are other ways of
resolving them, as well. What forms of dispute resolution do you know?
What procedures do they involve?
I'

Reading 1: Litigation and arbitration

2 Read the text and decide whether these statements are true (T) or false (F).
1 The term litigation refers only to the hearing or a trial.
2 Mediation differs from arbitration in that the disputing parties are actively
involved in the decision-making process.
3 International arbitration developed in response to the need to settle
disputes involving more than one jurisdiction .
4 Online dispute resolution requires that the disputing parties meet in person
with the arbitrators before a final decision can be made.

If a dispute is not settled by agreement between the disputing parties, it will

eventually be heard and decided by a judge and/or jury in a court. A lawsuit
before a court is commonly referred to as litigation. In fact, litigation includes
all stages before , during and after a trial.
Litigation may be used to resolve a dispute between private individuals , an
individual and a business, or between two businesses. Litigation sometimes
involves disputes between an individual or business and a government
agency, or between two governmental bodies.

In the UK, the majority of pre-trial work is carried out by a solicitor before the
case is passed on to a barrister, who will represent either the claimantl or
the defendant during a hearing or a trial. In the USA, the same attorney may
deal with the case from the time the client first makes contact through to the
trial and enforcement stages. The steps in between these two stages typically
include an attempt to reach a settlement before and/or after filing a lawsuit
and pleadings, entering the discovery phase and then proceeding to trial. At
the end of a trial, the court will deliver its judgment and pass an order, which
the winning party's counsel 2 and/ or t he court may help the winn ing party
to enforce.

1 (U S) plaintiff
2 One or more of the lawyers taking part in a trial
 Criminal matters are also considered litigation, and many civil litigation
lawyers also deal with criminal cases, as well as some forms of alternative
dispute resolution (ADR).

The term litigation is sometimes used to distinguish lawsuits from ADR

methods such as negotiation, arbitration and mediation. If a case goes to
arbitration, the disputing parties refer it to one or more impartial referees (the
arbitrators, arbiters or arbitral tribunal); the parties agree to be bound by the
referees' decision (e.g. an award for damages). Arbitration is the main form of
ADR used by businesses. Mediation involves a type of structured meeting with
the disputing parties and an independent third party who works to help them
reach an agreement between themselves. In arbitration, a binding decision is
imposed by an independent third party. With mediation, the role of the third
party is to facilitate negotiation and agreement between the disputing parties.
Arbitration is often used to resolve commercial disputes, particularly those
involving international commercial transactions, and it developed historically
alongside international trade. The arbitral process for resolving disputes under
international commercial contracts is referred to as international arbitration.
Arbitration is also used in some jurisdictions to resolve other types of dispute,
such as those involving employment-related issues.
Recent years have seen the development of online dispute resolution (ODR).
ODR proceedings start with the filing of a claim online, followed by
proceedings which take place over the Internet.

Key terms: Parties and phases in Litigation and

arbitration
3 Complete the sentences below using the words for parties involved in dispute
resolution from the box.

arbitration tribunal arbitrator barrister claimant court

defendant disputing parties solicitor third party

1 In litigation, the ••• • n • files a lawsuit against the

••••• n ••••••••••••••• .nUsually, a
•••••• ............ carries out pre-trial
work in preparation of the case, while a . . . . ..... n. • •• • represents
• n

the claimant or defendant in court. When the case has been heard, the
• • ••• no • • • • • delivers judgment.
2 In arbitration, an . . . .. . .
n • or
• • n •• • • decides on the
• ••••••

outcome of the case.

3 In mediation, an independent .. ................. helps the
..... ................................... ............. reach a settlement.
 4 Match the phases of litigation (1-4) with the descriptions (a-d).
1 pre-trial phase
2 discovery phase
3 trial phase
4 enforcement phase
a One or both parties gathers evidence about the dispute by taking
the testimony of witnesses, examining documents or physical
evidence, or requesting evidence from the other side.
b The facts of the case are heard by a judge, or by a judge and a jury.
The court delivers a judgment in the case.
c The losing party may file post-trial motions to convince the judge to
amend the judgment, or may decide to appeal to a higher court. The
winning party has the task of collecting the judgment.
d When a dispute arises, one party will usually have their lawyer send
a letter to the other party in an attempt to reach a settlement. This
party makes a demand of the other, who will then send a response.
Informal discussions often follow. If the parties cannot reach an
agreement, formal action may be started and a suit is filed.

5 Read this outline of the advantages of one particular form of dispute

resolution, taken from a government website . Which form is being referred to?

It works because it:

1 is a positive process which encourages cooperative problem-solving and preserves
relationships;
2 allows people to have a say in resolving their dispute;
3 can look at all aspects of the problem, not just the immediate issues;
4 enables people to hear directly from each other and gain a better understanding of each
other's needs.

6 In your opinion, what are the advantages and disadvantages of the other forms
of dispute resolution - including litigation? Discuss in small groups. Use some
of the phrases for talking about advantages and disadvantages introduced in
Unit 5.

Reading 2: Letter of invitation

The law faculty of a large university has invited a distinguished scholar, Professor Zhang
Lin, to speak on the subject of Chinese arbitration law. Nicholas O'Brien, a law student at
the university, has written to Professor Zhang.
7 Read the letter on page 86 and answer these questions.
1 What does Nicholas invite Professor Zhang to do?
2 What will the simulated arbitration be about?
3 What does Nicholas offer to send to Professor Zhang?

Unit 8 Litigation and arbitration Cs;~o.,'~

~~·
 Dear Professor Zhang

I am a student of law at University College, Dublin, Ireland, and a

member of the European Law Students' Association (ELSA). This semester,
I am taking a course on alternative dispute resolution, and we are also
learning about ADR in China. My lecturer, Professor Peter Donnelly, has
informed me that you are visiting the university and giving a presentation
on the subject of Chinese arbitration law on 11 March. ELSA will
advertise your talk on its website and on campus. I'm certain that many
students will attend.
On behalf of ELSA I would like to invite you to take part in a simulated
arbitration, which will be carried out by students taking the ADR course.
We are holding the simulation the morning of 12 March, and very
much hope that you will have time to participate. We have selected an
interesting Chinese case, the 'peanut kernel' case (1999), and will use it as
the basis of the simulation. If you would like, I can send you more detailed
information about the planned simulation.
I would also like to invite you, on behalf of ELSA, to be the guest of
honour at a dinner we are hosting on 11 March at 8 p.m. I very much
hope that you will be able to accept this invitation.

I look forward to your reply.

Sincerely

Nicholas O 'Brien

language use 1: Future forms

As the examples from the letter show, there is no single verb form for referring
to the future in English. The two future forms (be+ verb + -ing and will+ verb)
are used to express the specific meanings listed in Exercise 8, and these are
best learnt separately.

8 a Find examples of the present continuous tense (be + verb + -ing) in the letter.
Which examples refer to the future, and which to the present? Label them
with the correct letter (A or B).
A future meaning: fixed arrangements in the future
B present meaning: an ongoing process at the moment of speaking
b Now look for examples of will+ verb , and label them with the correct letter (C , D or E).
C making an offer or expressing an intention to do something
D ma king a prediction about the futu re
E referring to future time
9 Complete the letter on page 87, written in response to the invitation, with the correct
forms (verb + -ing or will+ verb) of the verbs in brackets.
 Dear Mr O'Brien
Many thanks for your kind invitation. I am very grateful to you and ELSA for requesting my
participation in the simulated arbitration you 1) .......... (hold) 12 March. Unfortunately, I 2)
(fty) to Hong Kong early in the morning that day and therefore cannot take part. Also, I 3) .............. .
(meet) with a group of professors from the Law Faculty on the evening of the 11th. However,
I 4) ............. (try) to rearrange my schedule for that evening to make time to attend your dinner.
I 5) .................... (contact) you and let you know.
If you have any questions about Chinese arbitration law in general or the 'peanut kernel' case in
particular, please do not hesitate to ask and I 6) .................... (be) very happy to answer them .
Sincerely
Zhang Lin

Listening 1: Question-and-answer session

10 These terms are used during a question-and answer-session following
Professor Zhang's lecture on Chinese arbitration law. Match the terms (1-3)
with their definitions (a-c).
1 enforcement of an award a an international agreement signed
by two states
2 bilateral treaty b a party that has signed an international
agreement
3 signatory to a convention c ensuring that the decision of (e.g. an arbitral
tribunal 1 ) is obeyed or carried out
11 -4 ~ 8.1 Listen to the question-and-answer session and tick the topics that
Professor Zhang talks about.
1 The structure of China's economy D
2 The CIETAC D
3 International conventions to which China is a signatory D
4 The enforcement of Chinese awards in foreign countries D
5 Rights of appeal following arbitration in China D
6 A Chinese case about to be decided by an arbitral tribunal D
12 -4 ~ 8.1 Listen again. The audience members begin their questions with phrases
that signal that a question is coming. Tick the question openers you hear.
1 I was wondering if you could tell us ... D
2 You mentioned that ... D
3 Could you go back to the point you made about .. . D
4 I've got a question .. . D
5 Could you tell us more about . . . D
6 I'm afraid I didn't understand what you said about . . . D

Speaking 1: Talk on Litigation/ arbitration

13 Prepare and hold a short tal k (two to t hree minutes) about an aspect of litigation
or arbit ration in your j urisdicti on. Take notes during other students' tal ks, and ask
questions using some of the question openers listed in Exercise 12.

1 a/so arbitrational tribunal

2 China International Economic and Trade Arbitration Commission
Unit 8 Litigation and arbitration
LAW IN PRACTICE
Lead-in
Lawyers generally attempt to settle disputes out of court before advising litigation.
However, sometimes a trial is unavoidable. Litigation involves three main stages: filing
the claim/defence, preparing the case and, finally, the court hearing. Litigation can also
involve the enforcement of a judgment when necessary.
14 Think of an example of a case that has gone to a final hearing. What are the
facts of the case? What are the legal issues? Which side won? Was the right
decision reached?

Reading 3: Avoiding litigation

15 What can businesses do to avoid litigation? If litigation is unavoidable, how can
a business minimise its legal costs? Discuss with a partner.
16 Read this article on limiting legal problems and match the first half of each
paragraph (1-5) with the correct second half (a-e) below.

Preventing large fees by limiting legal problems

by Daniel L. Abrams
It is always easier (and cheaper) to prevent a
legal problem from arising than to deal with a
problem through litigation. Saving money on
legal fees does not mean ignoring problems
or handling matters yourself when you need
legal expertise. Be proactive, for example:
1 If somebody threatens to sue you, do not
wait for the lawsuit. [... ]
2 If you have a problem employee, do not
fire him or her without consulting an
employment lawyer. [... ]
3 It is a good idea to get everything in
writing. [... ]
4 Consider inserting a 'loser pays' rule into
your commercial contracts.[ . . .]
5 If you are about to be sued, check your
insurance policies. [ .. .]

a This discourages frivolous litigation.

b Businesses occasionally pay their lawyers for defending a lawsuit without
recognising that the litigation expenses are covered by insurance.
c Hire a lawyer immediately. Early settlement talks can clarify positions and save
substantial money in the form of both legal fees and damages.
d They can tell you how to conduct the firing in a way that minimises your exposure to
a lawsuit.
e Too much litigation arises out of 'he said 1 she said ' disputes that can be avoided
by simple documentation . This rule applies to dealings with your lawyers as well .
17 a Read the article again and compare t he ideas you discussed in Exercise 15.
b What other points would you add to (or remove from) the list? Discuss these with a
partner and then rank the complete list in order of importance.
Reading 4: Cost of Litigation
18 Look quickly at the article below and answer these questions.
1 What do you think the word burden in the headline means?
2 What are the two most common types of litigation?

r
I Litigation burden rises for firms
worldwide
A ccording to an annual survey by US lawyers
fiFulbright & Jaworski, nearly 80% of UK
firms surveyed faced some court proceedings last
year. Worldwide, litigation costs have risen by
25%. US and UK firms faced average litigation
costs of $12m and $1m respectively.
Construction firms face the highest litigation
costs worldwide of any industry, with average
expenses of $39m. Insurers have paid out $36m
on average, while manufacturers have incurred
costs of more than $14m.
Although the cost of litigation is not as high
in the UK as across the Atlantic, the number
of legal actions and their expense is rising fast.
'Despite the general consensus that the UK is
not thought to be as tightly regulated as the US,
UK businesses are experiencing more exposure
to regulatory matters; said Lista Cannon, Head
of European Disputes at Fulbright & Jaworski.
'All companies must ensure they are prepared to
address current regulatory issues and anticipate
future regulatory changes:
The most common sources of litigation are
employment and contract disputes. While
arbitration is considered a quicker way of
resolving disputes than litigation, most firms
believe there is little difference in terms of cost.

19 Read the text more closely and decide whether these statements are true (T)
or false (F).
1 Average litigation costs for British businesses are 12 times higher than
those in the USA.
2 Building firms have the highest legal expenses worldwide.
3 Most businesses believe that arbitration is cheaper than litigation.
20 Read t he text again . What is a major factor in the increased costs of litigation?
21 Match these words or phrases from the text (1-4) with their definitions (a-d).
1 to incur a a legal restriction imposed by a government administrative agency
2 to face 1 to address b a large sum of money which is paid to someone
3 regulation c to experience something, usually something unpleasant, as a result of
4 payout actions you have taken (e.g. costs)
d to give attention to or deal with a matter or problem (e.g. court
proceedings or litigation costs)

Reading s: Letter before action

22 In what different ways can a person's employment end? Which of t hese might
result in litigation or arbitration? Discuss with a partner.
23 Read the letter on page 90 quickly and answer these questions.
1 What do you think the term constructive dismissafl means?

(
2 Why might Ms Loushe have a strong case for a claim for defamation? ~h'~

Unit a Litigation and arbitration

"1/'•
 Minchin & Lacey 64 Waldingfield Road
Doncaster
SOLICITORS
South Yorkshire
DN13GF
telephone: +44 1405 738 59235
YOUR REF: fax: +44 1405 738 59236
email: info@minchinlacey.co.uk
OUR REF: CSK/DT-1
29 February 2008
STRICTLY PRIVATE AND CONFIDENTIAL

David Tyler Construction Ltd.

Kersey Lane Industrial Estate
Shawditch Road
Doncaster
South Yorkshire
DN23SQ

Dear Sirs
Our client: Jaycee Loushe
We are instructed by the above named in connection with her emJJloyment with your
company.
2 • We understand that our client has been employed by you since 13 January 2007, and that
on 26 February, while attending to her duties with a colleague, she was accused by Mr
David Tyler of stealing confidential information from your offices. Our client strenuously
denies these accusations.
3 We are informed that there had been no previous criticism of our client's work. In
fact, Mr Tyler recently informed her that she was a positive asset to the company and
suggested that a promotion, together with a substantial increase in her remuneration,
would shortly be forthcoming.
4 In light of your actions of 26 February, it is clear that our client would be fully
entitled to resign and bring a tribunal claim for constructive dismissal. Due to the
circumstances under which the allegations against our client were made, we have also
advised Ms Loushe that she would stand excellent prospects of success should she
decide to pursue a claim for exemplary damages 2 and/ or defamation.
5 ' However, our client would be prepared to discuss alternative means by which this
matter might be resolved. Our instructions are to commence proceedings against you
if we do not receive satisfactory proposals for settlement of this matter within 14 days.
Yours faithfully
Minchin & Lacey Solicitors
Minchin & Lacey Solicitors

1 2 Compensation in excess of actual damages awarded in cases of malicious or

(US) a/so constructive discharge
wilful misconduct designed to punish the breaching party (also punitive damages)

24 Read the letter again and answer these questions.

1 What is the purpose of the letter?
2 What are the facts of the case?
3 What legal actions might the recipient face?
4 What must the recipient do to avoid litigation?
)
31 .. ~ 8.3 How convincing do you find Mr Tyler's case? Based on what you have
heard so far, how would you advise him? Listen to the second part of the
interview and check your answers.
32 .. ~ 8.3 Listen again and answer these questions.
1 If the case goes to tribunal, what must Mr Tyler provide in order to avoid
having to pay damages?
2 How would Ms Cooper advise Ms Loushe if Ms Loushe was her client?
3 What is Mr Tyler's best chance of avoiding litigation?
4 How are damages for unfair dismissal calculated?
5 What is the current maximum compensatory award in unfair dismissal cases
(in England)?

Language use 3: Establishing the facts

Litigation can be very stressful, and clients often become emotional during the initial
lawyer-client interview. While a lawyer must show understanding, it is also his/her job to
conduct the interview as effectively as possible in order to establish the relevant facts of
a case. Only then can a lawyer give informed legal advice to a client.
33 The first part of the conversation in Listening 2 (audio 8.2) includes several
examples of language the lawyer uses to establish the facts and to encourage
her client to focus on the relevant issues, e.g. Could you tell me exactly what
happened? Underline the examples of this kind of language in the audio
transcript on page 136.

Writing 1: Responding to a letter before action

The initial response to a letter before action is often to test the potential claimant's will
by strongly denying any claims. Alternatively, an initial offer may be put forward [often
below what the potential claimant might wish for].
34 You are the lawyer acting on behalf of Mr Tyler. Write a letter in response to the
letter outlining Ms Loushe's case (see Exercise 23). Use some of the features
of formal legal correspondence outlined in Exercises 27 and 28. Include the
following:
0 an appropriate greeting and introduction
0 your response to the claims made against your client
0 any clarification of the facts as presented by Ms Loushe 's lawyers
0 a proposed settlement (if you wish to make one)
0 an appropriate ending and sign-off.

Speaking 2: Lawyer-client interview

35 Role-play this situation with a partner.
Student A: Turn to page 116. Student B: Turn to page 117.

Writing 2: Letter before action

36 Write a letter before action to you r cl ient's former employer based on your
di scussion in Exercise 3 5. Use the letter in Exercise 23 as a model.
1111
• Now turn to Case Study 3: Litigation and arbitration: an employment law case
on page 122.
Language Focus

1 Collocations Match the verbs (1-5) with the nouns in the box they collocate with.
Some of the verbs go with more than one noun.

I an agreement a dispute a judgment a lawsuit an outcome 1 a settlement I

1 to reach ru1 o..greemenc, ...
2 to file
3 to deliver
4 to decide on
5 to settle
2 Word formation Complete this table with the correct forms.

arbitrate
mediate

3 Collocations with dispute Use the words in the box to complete the collocations.

I alternative legal parties resolution resolvejsettle

1 disputing ...................?~~ ................. .

2 to .................................................. a dispute
3 a ............................................ dispute
4 ... ................. ..... ... ... ..... dispute ...
4 Question openers Unscramble these phrases for beginning a question.
1 us was if tell wondering you I could ...
I wo..s won<ieri.ng if you couLd.- tell us ...
2 that You mentioned ...
3 the point Could back about go you to ...
4 about I'm afraid said understand I didn 't what you ...
5 Sentence collocation Match the halves of these sentences a lawyer would use
when discussing the facts of a case with a client for the first time.
1 First, we need to establish a to the facts.
2 Please do give as much b you suspect.
3 Try not to avoid any facts which may c detail as possible .
4 It's probably best just to stick d the relevant facts.
5 I th ink you 'd better tell me just what e be uncomfortable .
 International law

THE STUDY OF LAW

Lead-in
The term international law can include public international law, private international law
and, more recently, supranational law.
1 Discuss these questions.
1 What is the difference between public international law and private
international law? Which bodies or organisations are involved?
2 How can a nation state be compelled to obey international law? Can you think
of any examples of a country that has violated international agreements?
3 What are the consequences if a private individual or company breaks the
laws of another jurisdiction?

Reading 1: International law

2 Read the text and answer these questions.
1 What are the three main sources of public international law?
2 What are the two principal questions which private international law is
concerned with?
3 What is meant by a supranational legal frameworK?

In its widest sense, international law can include public international

law, private international law and, more recently, supranational law. In
its narrowest meaning, the term international Jaw is used to refer to what
is commonly known as public international law. Private international law
is also referred to as conflict of laws. Conflict of laws can also refer to
conflicts between states in a federal system, such as the USA.
Public international law is the body of rules, laws or legal principles that
govern the rights and duties of nation states in relation to each other.
It is derived from a number of sources, including custom, legislation
and treaties. Article 2 of the Vienna Convention on the Law of Treaties
(1969) defines a treaty as 'an international agreement concluded
between States in written form and governed by international law ... ·.
These treaties may be in the form of conventions, agreements, charters,
framework conventions or outline conventions. Custom, also referred
to as customary international law, is another binding source of law, and
originates from a pattern of state practice motivated by a sense of legal
right or obligation . Laws of war were a matter of customary law before
being codified in the Geneva Conventions and other treaties.
International instit utions and intergovernmental organisations whose
members are states have become a principal vehicle for making, applying,

......
'
 implementing and enforcing public international law, especially since the
end of World War II . The best-known intergovernmental organisation is the
United Nations, which develops new advisory standards, e.g. the Universal
Declaration of Human Rights. Other international norms and laws have
been established through international agreements such as the Geneva
Conventions on the conduct of war or armed conflict, as well as by other
international organisations, such as the World Health Organisation, the
World Intellectual Property Organisation , the World Trade Organisation and
the International Monetary Fund.
Private international law refers to the body of rights and duties of
private individuals and business entities of different sovereign states.
It addresses two main questions: 1) the jurisdiction in which a case
may be heard, and 2) which laws from which jurisdiction(s) apply. It is
distinguished from public international law because it governs conflicts
between private individuals or business entities, rather than conflicts
between states or other international bodies.
Supranational law, or the law of supranational organisations, refers to
regional agreements where the laws of a nation state are not applicable
if in conflict with a supranational legal framework. At present, the only
example of this is the European Union , which constitutes a new legal
order in international law where sovereign nations have united their
authority through a system of courts and political institutions. The
East African Community, currently a customs union in East Africa, has
ambitions to become a political federation, with its own form of binding
supranational law by 2010.

Key terms 1: Prepositions and prefixes

3 Complete t he sentences below with the prepositions f rom the box.

I by in on to to to to under I
1 Parties .................. a treaty are the States or the International Organisations
which have consented to be bound ..... .. ... the treaty and fo r which the
treaty is ....... .. ..... . fo rce.
2 By becoming a signatory ............................. a convention with 172 other countries,
Russia is taking an important step to facilitate anti-smoking legislation .
3 ..................... the Convention on the Rights of the Child, persons under the age
of 18 years are entitled ........... ....... special protection.
4 International laws apply .. ..... the citizens of all signatory nations.
5 The Council of Ministers of the East African Community is a policy organ whose
decisions, directives and regulations are binding .. .... .. . ..... Partner States.

uo;t 9 lot•moHooollaw C''

~~·
 4 The text on pages 94-95 contains several adjectives formed with prefixes,
such as international and intergovernmental. Match these common prefixes
(1-6) with their meanings (a-f).
1 bi- a many
2 inter- b above, beyond
3 intra- c two
4 multi- d between, among
5 non- e not, other than
6 supra- f within, inside
5 Match these words with prefixes (1-6) with their definitions (a-f).
1 interagency a neutral, especially towards major powers
2 non-aligned b ·involving two groups or two countries
3 non-governmental c without any participation or representation of a government
4 bilateral d within the boundaries of a state
5 multinational e involving several different countries
6 intrastate f involving two or more agencies, especially government agencies

Reading 2: Developments in EU Law ·

In many countries, practising lawyers are required to keep their legal skills and
knowledge of the law up to date by completing certain courses. In the UK, this is known
as Continuing Professional Development [CPD). The term used in the USA is Continuing
Legal Education. Both public and private legal organisations offer such courses on a wide
range of topics, from skills and ethics courses to courses providing in-depth knowledge of
specific areas of the law. CPD courses are also increasingly being offered online, as part
of distance-education programmes.
Lawyers practising in jurisdictions within the supranational legal framework of the EU
need to learn about changes in the law which affect their work. The text in this section is
an excerpt from the programme of a CPD course provider.
6 Discuss these questions.
1 Does your jurisdiction have an equivalent of CPO? What is it called?
2 Have you ever taken such a course? If so, what was the subject of the course?
3 What do you think are the advantages and disadvantages of taking CPO
courses online?
7 Quickly skim through the texts on page 97. What are the topics of the two
seminars? For whom are they intended?
8 Decide which of the two courses would be suitabJe for each of the following
people. In some cases, neither may be suitable. Write A (Course A), B (Course
B) or N (neither).
1 A Spanish tax lawyer advising a large corporation wants to research legal
developments relating to shareholders' rights.
2 An Italian lawyer is interested in recent changes in the law concerning
discrimination against people in wheelchairs in the workplace.
3 A German in-house counsel needs to understand the differences between
US and EU employment law.
4 A Swedish law professor wants to learn about changes affecting merger
requi rements in t he EU.
5 A Turkish tax lawyer wants to find out about the history of tax legislation in
the EU.
A
·a-a e --------------------------------------------

Course 26619: Recent developments in European labour Law

Date: 10-11 March 2009

Areas of Law: Anti-discrimination, Labour Law, social Law
Target audience: Lawyers in private practice, in-house counsel or civil servants
specialised in Labour Law or working with businesses, associations or trade unions at
national or European Level
Description: The seminar will present the most important recent developments in the
Community's Legislation and policy in the field of Labour Law, in particular:
• The modernisation of European Labour Law
• Flexicurity, the welfare-state model which combines easy hiring and firing and high
benefits for the unemployed
• The relationship between social rights and the internal market rules; with special
attention to the Laval (C 341/05) and Viking (C-438/05) cases
• Recent developments on gender equality and non-discrimination.

Course 26620: Recent developments in European company law

Date: 3-4 April 2009

Areas of law: Company law, financial services and banking law, internal market
Target audience: Lawyers in private practice, in-house counsel, officials in tax administrations,
accountants and academics
Description: Directive 2007 /36/EC on the exercise of certain rights of shareholders was
published in July 2007. An important proposal to simplify the 3rd and 6th Company Law
Directives by removing the requirements for expert reports in mergers and divisions of companies
was also approved in July 2007. Also in July 2007, the Commission published its Communication
· COM (2007) 394 on a simplified business environment for companies in the areas of company
law, accounting and auditing.
A recommendation on several aspects of shareholders' rights is expected this autumn. Another
important issue is the case for the European Private Company Statute. Several other measures
are expected to complement this list, notably the proposal for a directive on the transfer of a
company's registered office from one member state to another.
In this seminar, experts from different areas will analyse the impact of all these developments,
consider the challenges for the future, and analyse their impact on other important areas of law.

un1t 9 InternationaL taw

Key terms 2: Legal instruments
9 Underline the legal instruments mentioned in the description of Course B. One
has already been done for you (Directive).
10 Complete the definitions of instruments below using words from the box. You
may need to consult the glossary.

communications decisions directives

recommendations and opinions regulations

1 . u • • ••••••• • •••••••••••• are views and preferences expressed by EU institutions,

but they are not binding on the member states.
2 ..................................................... are detailed instructions which are applicable throughout
the EU and which are directly binding on the member states, which means
that they become a part of the member state's national legal system
automatically without the need for separate national legal measures.
3 .................... ...... .. are EU decisions which are binding on the EU
institutions and the member states, but they are only general instructions on
the goal to be achieved; the way the goal is reached is left to the discretion
of each member state.
4 ......... are fully binding on those to whom they are addressed
(a member state, a company or an individual). They are based on a specific
Treaty Article and do not require national implementing legislation.
5 . ...... ..... . ...... ···· ·u··· ........ are published by the Commission and set out the
background to a policy area. They usually indicate the Commission's
intended course of action in this area.
11 Find words or phrases in the definitions in Exercise 10 which collocate with
these words.
1 binding 2 member 3 goal 4 discretion 5 action

Listening 1: CPO seminar on Labour Law .

You are going to hear part of the CPO seminar on labour law described in Course A on
page 97, which deals with the Laval case.
12 ,. ~ 9.1 Listen to this excerpt from the seminar, in which the instructor describes
the facts of the case and various reactions to it, and answer these questions.
1 Why is the Laval case referred to as a landmark case?
2 Who or what are:
a Laval b Vaxholm c L. and P. Baltic Bygg
3 In which courts was the case heard?
13 ,. ~ 9.1 Listen again and decide whether these statements are true (T) or
false (F).
1 The trade union called for a blockade of the site because the Latvian
workers were not entitled to work in Sweden .
2 The blockade led to the bankruptcy of the Latvian company that provided the
workers.
3 The court considered the actions taken against Laval to be an infringement
of the company's right to provide a service.
4 The trade unions believe the ruling is an attack on existing wage agreements .
14 1111::9.1 Listen again and complete the lawyer's notes about the case.

La.va.\ ca.se
La.ndma.rk ru.li~
• Context: enla.r_gement of £Ll; fea.r of 1) ...... du.mpi~
• I.mpa.ct on cou.ntries with no minimu.m wa._ge, bu.t with
collectiVe 2) ....................
Fa.cts
• Constru.ction workers from 3) ....... worki~ in Swedish town
of Vo..xholm in ;<..OOl1.
• Swedish u.nion a.ccu.sed compa.ny of pa.yi~ 4) .................... wa._ges
thc:tn a.IIowed in Sweden.
Llnion blocka.ded work site; compa.ny went into
5) ...... .
• Ca.se hea.rd by £u.ropea.n Cou.rt of 6) .. ...... . R.u.li~ in
7) .......... .

ku.\i~
• Tra.de u.nion hc:td no 8) u........ to force La.tvia.n compa.ny
to pa.y minimu.m wa._ge.
• Cou.rt reco_gnised r!ght to collective a.ction, bu.t u.nion
restricted r!ght of compa.ny to provide 9) ...
, • Llnion 1S a.ctions incompa.tible with £Ll 10) l>irectiVe
• R.ea.ctions to ru.li~: £TLlC WGt5 11) ·u···· ... .. , c:ts ru.li~
chc:tlle~es collective ba.r_ga.ini~ system.

Speaking 1: Debate
15 In groups, choose one of the following motions to debate.
1 The decision in Laval unjustly interferes with trade unions' ability to promote
the equal treatment and protection of workers.
2 The decision in Laval represents a necessary restriction on the power of
unions.
3 The decision in Laval was best for both business and workers alike.
Split your group into two. One half of the group prepares the arguments and
defences for its motion, the other half prepares the arguments and defences
against the motion. Decide how you will present your case, using every member of
the group.
One person will act as the chairperson. The chairs should familiarise
themselves with the arguments for both sides and ensure that the debate is
carried out in a structured fashion .

Unit 9 International law c·~''

\:1-.-
LAW IN PRACTICE
Lead-in
A patent is a monopoly right to make or sell an invention, or an improvement on an
existing invention, for a particular number of years. In this way, the inventor is able to
compensate his or her investment. It is one of the key concepts in intellectual property law.
Several international treaties have standardised many aspects of intellectual property law.
However, these laws and their enforcement still vary widely from one jurisdiction to another
16 Discuss these questions.
1 What kinds of conflict of law could result from patent infringement?
2 In what ways does a case involving two or more nation states differ from a
case between two parties from the same jurisdiction?

Reading 3: US patent Laws

17 Read the online news report quickly and decide which is the best headline
(1, 2 or 3).
1 Microsoft patent row continues
2 Microsoft wins AT&T patent battle
3 Microsoft wins AT&T appeal chance
--------- - - - - - - -------- ------- --~-------- ·----..
C)

Microsoft has won a long-running case in the US Supreme Court about the reach of US
patent laws.
1) ...........................
AT&T had sued Microsoft, alleging computers using Microsoft's Windows operating system
had breached its patent in voice-compression software.
2) ..
AT&T had said it should be entitled to damages for all Windows-based computers
manufactured outside of the USA
3) ............. .. .
The presumption that United States law governs domestically but does not rule the world
applies with particular force in patent law,' said Justice Ruth Bader Ginsburg.
4) ....... .

18 Complete the report using these sentences (a-d).

a Microsoft accepted patent violations in the USA, but argued the infringement
should not be extended internationally.
b According to the judges, an earlier ruling by the federal appeals court had gone
too far [and had] applied its test in a way that was too narrow and too rigid.
c But in a 7-1 ruling, the US Supreme Court supported Microsoft's position.
d The court ruled that Microsoft was not liable in a software patent dispute
involving US telecoms operator AT&T.
19 Find highlighted terms in the report with the following meanings.
1 when you believe that something is true without having any proof
2 controls and directs the public business of a country, city, group of people, etc.
3 incapable of compromise or flexibility
4 given the right to do or have something
5 limited ·
6 the breaking of a rule or law
7 a decision in a case
8 when the influence of something is expanded
9 a question (or questions) that help a judge reach a decision
20 Explain the facts of the case and the court's decision in your own words. Do
you think the Supreme Court came to the right decision? Why (not)? How would
a higher court in your jurisdiction have ruled in this case?

Reading 4: Microsoft v. AT&T

21 Read the decision of the Supreme Court in the case of Microsoft Corp. v. AT&T
and answer these questions.
1 What was the patent that AT&T claimed that Microsoft had breached?
2 What does the Act mean when it refers to supplying a patented invention's
components for combination abroad?

SUPREME COURT OF THE UNITED STATES

MICROSOFT CORP. v. AT&T CORP.

Certiorari to the United States Court of Appeals for the Federal Circuit

No. 05-1056. Argued February 21, 2007- Decided April 30, 2007

It is the general rule under United States patent law that no infringement occurs when
a patented product is made and sold in another country. There is an exception. Section
271 (~ of the Patent Act, adopted in 1984, provides that infringement does occur when one
"suppl[ies] .. . from the United States," for "combination" abroad, a patented invention's
"components." 35 U.S.C. s.271 (~(1 ). This case concerns the applicability of s.271 (~to
computer software first sent from the United States to a foreign manufacturer on a master
disk, or by electronic transmission, then copied by the foreign recipient for installation on
computers made and sold abroad.

AT&T filed an infringement suit charging Microsoft with liability for the foreign installations
of Windows. By sending Windows to foreign manufacturers, AT&T contended, Microsoft
"supplie[d] .. . from the United States," for "combination " abroad, "components" of AT&T's
patented speech-processing computer, and, accordingly, was liable under s.271 (~ .
Microsoft responded that unincorporated software, because it is intangible information,
cannot be typed a "component" of an invention under s.271 (~ . Microsoft also urged that the
foreign-generated copies of Windows actually installed abroad were not "supplie[d] ... from

Unit 9 International law r:::-··>·

~--·
 the United States." Rejecting these responses, the District Court held Microsoft liable under
s.271 (~,and a divided Federal Circuit panel affirmed.

Held: Because Microsoft does not export from the United States the copies of Windows
installed on the foreign-made computers in question, Microsoft does not "suppl[y] ... from the
United States" "components" of those computers, and therefore is not liable under s.271 (~as
currently written.

22 Read the decision again and answer these questions.

1 What is the exception to the general rule under US patent law that no
infringement occurs when a patented product is made and sold in another
country?
2 What were Microsoft's two main arguments during the District Court hearing?
3 What was the reasoning behind the Supreme Court's decision?
23 The ruling in Microsoft Corp. v. AT&T meant that AT&T was not entitled to
damages for breaches of its patent on non-US manufactured computers
running Windows . Under what circumstances would Microsoft have been liable
for these damages?
24 In dissent!, Justice Stevens argued that paragraph (2) of §271(f) supported
AT&T's case, and said that 'if a disk with software inscribed on it is a
"component", I find it difficult to understand why the most important ingredient
of that component is not also a component' . Do you agree with him? Why do
you think the majority decided against AT&T?

Listening 2: Multiple jurisdictions

The case of Microsoft Corp. v. AT&T is an example of a domestic court refusing to extend
its jurisdiction to another state; but what happens when a case involves the laws of more
than one jurisdiction? You are going to hear a discussion between a lawyer (Mr Connor)
and his client [Mr Jones) about such a case. Mr Jones has recently sold his share in a
restaurant in order to set up business in Austria. Unfortunately, the agreement between
himself and his new business partner has collapsed.
25 .. ~9.2 Listen to the first part of the discussion. Which countries and
nationalities are mentioned?
26 .. ~ 9.2 Listen again and answer these questions.
1 What was Mr.Jones's planned business venture?
2 What was the agreement between Mr Jones and Mr Kundak<;:r?
3 Why has the deal fallen through?
4 What is the first issue the court will look at if the case goes to trial?

1
an explicit disagreement by one or more judges with the decision of the majority in a case (also:
dissenting judgment, dissenting opinion)
27 .. ::: 9.2 Listen again and complete Mr Connor's notes from his conversation with
Mr Jones.

People
• Bdal kuV1daky' (bu;e,..-)
Tur'k;s~ Y1e~+;oY1e~l c:.Ur'r'eY1+1j l;v;Y1j ;Y1 1) ................... 1 Mos+ of IJe speY1+ ;Y1 2) ......... .
PICIY1V1ed +o move +o Aus+r';CI.

• ~ar'r')' JoV1eS (buyer') . . .

Duc:~l c;.,+,z.eY1S~•p: 3') ........................... CIY1d Amer'•C:.CIY1. L.ves 1Y1 4) ......... ................ mos+ of Lme (y-c:~Y1 c:~
r'es+c:~ur""c:~Y1H Dom;c;.;!e ;s 5) . .............. > moV;Y1j +o 6) ............. ~eH;Y1j mCir'r';ed)
AV1+oV1;o p;ombo (seller')
I +c:~l ;CIY1 I;v ;Y1j ;Y1 7) ........................... .
IY1;+;c:~l c:.oY1+r""c:~c:.+s ~r'eed per' 8) .....
. .. .... > ~c:~r""d c:.op;es pos+ed. Mr' 9) ........................... pc:~;d ~;s
S~Cir'e of depos;+> dee~! fell +~r'oUjk D;fhc:.ul+ +o r'CI;Se c:~l+emc:~+;ve fiY1CIY1C:.;Y1j (bc:~d
10) ..................... ).

28 a .. ::: 9.3 Listen to the second part of the conversation. What are the five main
stages to a case involving a conflict of laws?
b .. :::9.3 Listen again and decide whether these statements are true (T) or
false (F).
1 A court may decide it has jurisdiction in some aspects of a case, but not others.
2 Forum shopping is the practice of filing a lawsuit in the jurisdiction thought
most likely to provide a favourable outcome for the claimant.
3 The cause of action is the legal argument in a case.
4 An incidental question is one that is not relevant to the main claim.
5 Renvoi refers to the choice of law rules that may be applied whenever a
court is directed to consider the law of another jurisdiction.
6 Once a court has declared itself competent to hear a case , its judgment will
definitely be recognised across borders.
29 Read the audio transcript of the lawyer-client interview (pages 136-138) and
compare it with the WASP criteria in Unit 3 . Are all of the stages included? Is
there any other information that the lawyer could have asked for at this stage?

Language use: Explaining legal terms to

non-lawyers
These are some of the phrases Mr Connor uses to explain some of the legal
concepts so t hat the client can understand them .
1 .......................... .
So your domicile is America? That is, America is your official permanent residence?
.. . we'll first need to consider which court has jurisdiction. In other words, which
court is competent to deal with any of the legal aspects that might arise ...

Unit 9 International law

 2 ...... ......... .
Let's say that you can't go ahead with the purchase.

That's the process by which ...

3 ........................ .
Well, there are essentially five stages to a case involving a conflict of laws.
'Forum shopping? Is that like shopping around to get the best deal in a case?'
'Basically, yes.'
Put simply, questions which arise in connection with the main claim.

4 ·····················
In theory, the outcome of a case will be the same, no matter which court in
which country finally accepts the case.
A key element in this may be the rules on renvoi.

30 a Label the functional groups in the box above with these headings.
0 giving examples
0 giving further details
0 rephrasing
0 simplifying
b What other phrases can be added to each of the categories?

Speaking 2 : Definitions/Role-play: explaining

legal terms to non-lawyers
31 Work with a partner.
Student A: Turn to page 116.
Student B: Turn to page 117.

32 Work with a partner.

Student A: Turn to page 116.
Student B: Turn to page 117.

Writing: Follow-up letter

33 Write a follow-up letter to the client summarising your interview and advising on
how best to proceed. Include the following:
0 the facts of the case
0 any possible legal issues that might arise
0 the stages involved in a case involving conflict of laws
0 what your client should now do
0 what you will do next.
Explain any difficult legal terms using plain language.
Language Focus

1 Collocations Complete the phrases using the adj ectival form of words from the box.

I advise btftd custom enforce government intellect I

1 ...............P.0.W9 ............ source of law
2 .......................... standards
3 international law
4 ................. practices
5 ......................................... ............ organisation
6 ..... .. .... ............... .... ............. property rights
2 Vocabulary Complete the sentences using words from the box.

I bilateral inter-state non-governmental supranational I

1 Finland and Sweden have concluded a ....... .... P.~qt,···· ....... agreement on
economic co-operation in international emergency situations.
2 A ................. .... .................. organisation is a legally constituted organisation created
by private persons or organisations with no participation or representation of any
government.
3 The EU is a . ... ... .... .. . . organisation that creates, implements and
enforces substantive policies for its members.
4 The International Court of Justice has been criticised for its failure to resolve
......................................................... disputes.
3 Explaining legal terms Match the halves of these sentences, which contain
phrases for explaining legal terms to non-lawyers.
1 A customs union is, put a which rights are granted to an
international body by the signatory
2 A legal framework is, in
nations to the agreement.
3 A charter is an agreement by
b words, it deals with such questions as
4 'Conflict of laws' refers to which law applies in the case at hand.
the body of law dealing with
c simply, a group of nations who wish to
disputes between private
remove customs barriers between them.
persons who live in different
jurisdictions; in other d essence, a broad system of rules.
 Comparative law

THE STUDY OF LAW

Lead-in
People who describe and analyse the legal systems of the world divide them into various
categories, or families . Although different classification schemes exist, the following systems
are commonly distinguished: civil law, common law (often grouped together as Western law},
religious law (e.g. Hindu law, Islamic law and Jewish law}, Chinese law and socialist law. In
addition, some legal systems can best be described as mixed (or pluralistic} systems.
1 Discuss these questions.
1 What do you think is meant by a mixed system? Do you know any systems
that might belong to this group?
2 Which system does your jurisdiction belong to?
3 What is the legal system of the vast majority of English-speaking jurisdictions?

Reading 1: Comparative law

2 Read the overview of comparative law below and answer these questions.
1 Why is comparative law growing in importance?
2 What is the HCC, and what is its goal?
3 What -is the best-known convention produced by UNIDROIT?

Comparative law is the study of differences and similarities between different

jurisdictions, including civil-law systems, common-law systems and religious
(or theological) legal systems.
Comparative law has become of increasing practical importance for two
reasons. First, the globalisation of world trade means that commercial
lawyers are often required to work with colleagues and clients from unfamiliar
jurisdictions. The second reason is the increasing harmonisation (or
unification) of laws between previously separate jurisdictions, as with the
European Union and the Union of South American Nations.
Comparative law is closely related to private international law and the
harmonisation of law. Private international law concerns the applicability of
laws in situations involving other jurisdictions. Harmonisation of law developed
out of a need to simplify these rules , both at a national level (e.g. the US
Un iform Commercial Code) and between sovereign states (e .g. EU law).
Another key aspect of comparative law is the idea of uniform law. There
are two main sources of international uniform law: The Hague Conference
on Private International Law (HCC) and the International Instit ute for the
Unification of Private Law (UNIDROIT). The Hague Conference, a global
intergovernmental organisation with over 60 member states, is the leading
organisation in the area of private international law. An increasing number
 of non-member states are also becoming parties to the Hague conventions.
The statutory mission of the HCC is to work for the progressive unification
of private international law in a wide range of areas, from commercial law to
international civil procedure and from child protection to matters of marriage
and personal status. This involves finding internationally agreed approaches
to issues such as jurisdiction of the courts, applicable law and the recognition
and enforcement of judgments. UNIDROIT also has about 60 member states
and was established to research the needs and methods for modernising,
harmonising and co-ordinating private, especially commercial, international
law. Its most notable convention is the Uniform Law on the International Sale
of Goods, 1964.

Key terms: Expressions used in comparative Law

3 Explain what is meant by these expressions in your own words.
1 applicability of laws
2 international civil procedure
3 enforcement of judgments
4 progressive unification of law

Reading 2: Course reader

As part of the curriculum of a Masters Program in Comparative Law at an American
university, students take a course in which they learn about the differences between civil
law and common law.
4 Read the extract below from the course reader (a collection of texts selected
by the instructor) and answer these questions.
1 Where did civil law originate?
2 What is the role of precedent in common-law systems?
3 What does the term stare decisis mean?
4 Which two terms are given in contrast to the term unenacted Jaw, in the final
paragraph?

Civil law may be defined as that legal tradition which has its origin in
Roman law, as codified in the Corpus Juris Civilis (the Justinian Code), and
as subsequently developed in continental Europe and around the world.
Civil law is highly systematized and structured, and relies on declarations
of broad, general principles.
Common law is the legal tradition that evolved in England from the 11th
century onwards. Its principles appear for the most part in reported judgments,
usually of the higher courts, in relation to specific situations arising in disputes
that the courts have adjudicated. The common law is usually much more
detailed in its prescriptions than the civil law. It is the foundation of private
law, not only for England, Wales and Ireland, but also in 49 U.S. states, nine
Canadian provinces, and in most former colonies of the British Empire (many
of which now form part of the Commonwealth of Nations).
Common-law and civil-law legal traditions share similar social objectives
(individualism, liberalism, and personal rights). Because of this functional
similarity, they are often referred to as the Western law family.
 -· . - ······- ·········--·---------- -- .... ····-····---- -·------·----··

A major difference between common-law and civil-law systems is the heavy

reliance on case law in common-law systems. In such systems, the courts interpret
statute law through the development of case law. Judicial interpretation of statute
is binding until challenged by a higher court. Under the doctrine of stare decisis,
lower courts are compelled to follow decisions rendered in higher courts. Thus,
precedent is at the core of common-law legal systems. Additionally, the courts in
common-law systems are able to develop existing law or legal principles in the gaps
left by statute. In arriving at a decision in a case, a court will first determine whether
there are any applicable statutory provisions. It will then look to see how these
provisions have been interpreted (if at all) in earlier cases, and will apply any binding
precedent. If there is no previous case law on the statute, the court will place its own
interpretation on the statute. If no statutes apply, the court will look to previous case
law. In a common-law system, the legislature can overturn previously developed case
law through new legislation.
Although codified law (mainly in the form of statutes) is paramount in both legal
traditions, it differs in its importance. In civil-law jurisdictions, priority is given
to enacted law over unenacted law. Codes provide the core body of law and are
supplemented by decisions in individual cases. Conversely, the opposite is true in the
common-law tradition, in which precedent is the major source of law.

5 Find words in the text that mean the same as the underlined words below.
For each pair of synonyms, say which word is more formal.
1 Although civil law originated in Roman law, it was later developed around the
world, mainly in Europe.
2 The common law concept of stare decisis forces lower courts to accept
decisions of the higher courts.
3 In accordance with the principle of stare decisis, decisions made in higher
courts are binding.
4 In both common law and civil law alike, statutes are of greatest importance,
even though their functions are different.
6 You have been asked to give a short oral presentation about important
differences between common law and civil law. Using information from the extract
above, complete this table.

Common law Civil law

Origin

Countries found in

Importance of case law

Importance of enacted law

Language use: Explaining, comparing and
contrasting
7 Underline the words and phrases used for contrasting and for expressing
similarity in Reading 2. Then write them under the correct heading. The first
one has been done for you. There may be more than one possible answer.
Contrasting: ... ~s much more cieto..ild tho.n ...

Expressing similarity:

8 Complete these sentences using the words and phrases for expressing
similarity and contrast from Exercise 7.
1 Civil law and common law .. ........ their origins. Common law
was developed by custom, beginning before there were any written laws .
. .. . . . .. ........ .. ......... , civil law developed out of the Roman law of Justinian's
Corpus Juris Civilis.
2 In civil-law systems, court-made law is almost unknown, ....... .... ... ... ..
in common-law systems, where large areas of law are created and shaped by
court decisions.
3 ... civil law and common law, statutory law is of enormous
importance.
4 ....... common law and civil law concerns the method of
argument. In the civil law, the principal method of argument is by deduction
from general principles or from statutes towards particular cases.
... ... , in the common law, the principal method of analysis
is induction (reasoning from detailed facts to general principle) and analogy
(drawing a comparison in order to show a similarity).
9 Present the information from Exercise 6 to an audience, using the expressions
for comparison and contrast from Exercise 7.

Listening 1: Legal translation

10 Discuss these questions.
1 What kinds of problem can occur when a legal text is translated?
2 How do you think these problems could best be avoided?
3 Why would a practising lawyer need to be aware of these problems?
11 .. ~ 10.1 Listen to the first part of an excerpt from a lecture held by a guest
speaker from Mexico, who has been invited to talk to law students at a US
university about legal translation. Apart from language proficiency, what else do
legal translators need in order to work effectively?
12 .. ~ 10.2 Listen to the second part of the lecture . What is meant by the term
false friends?
13 .. ~ 10.2 Listen again and answer these questions.
1 What is the first category of words she distinguishes?
2 How should a translator deal with the words in the second category?
3 What problem is posed by the third category? How should it be dealt with?
14 Do you know any legal terms in your own language that are particularly difficult
to translate into English? What makes them so difficult to translate?
Language skills: Finding and choosing legal
terms
15 Students of comparative law, as well as practising lawyers, often encounter
unfamiliar terms from other legal systems. Discuss these questions with a
partner.
1 Where can you look for information about unknown legal terms in English?
2 What do you do when you encounter an unfamiliar legal term in English that
has no equivalent in your language?
16 Consider this list of sources of information about a legal term. What are the
advantages and disadvantages of each? Discuss your views with a partner.
0 Law firm's glossary of legal terms on its website
0 Online legal dictionary
0 Legal dictionary in book form
0 Glossary of terms on the website of an international organisation
0 Google's definition of a term (results of define:+ term search)
0 Finding the term in the context of its use in a document online
17 Look up the following difficult-to-translate English legal terms and try to find an
equivalent in your own language. Make notes about the sources you looked at
and then tell a partner what your solution is and how you found it. Whenever
possible, use the words and phrases for contrasting and expressing similarities.
EXAMPLE: The £ngl.i,sl1 concept. of 'good, faill1' ~s si.mM.r t.o wl1a.t. we c.o.Ll
........................................................ , but. it. dlffe.rs in trle foLLowing W!A!::lS •••
1 equitable remedy
2 promissory estoppel
3 misdemeanor1
4 (past) consideration
5 the Lord Chancellor

LAW IN PRACTICE
Lead-in
As trade becomes increasingly globalised, lawyers often find that they need to be familiar
not only with their own jurisdictions, but also with the jurisdictions of their international
colleagues and clients.
18 Make a list of the three countries whose legal systems you know the most
about. How did you learn about these jurisdictions? How sure are you that the
information you have is correct?

1
(UK) misdemeanour
Listening 2: In-company course
Gareth teaches an in-company ILEC1 course to a small group of judges working in
Liechtenstein.
19 .-:::10.3 Listen to the first part of the discussion during one of Gareth's classes
with the judges. Which of these different meanings of the term equity is the
closest to that described by Beate, one of his students?
a the difference between the market value of a property and the claims held
against it
b the ownership interest of shareholders in a corporation
c a system of courts that developed alongside the law courts in England
20 ,.. :::10.3 Listen to the first part of the discussion again and answer these
questions.
1 Why does the subject of equity come up?
2 Why is Beate able to talk about equity?
3 Why was equity developed?
21 ,.. :::10.4 Listen to the second part of the discussion and decide whether these
statements are true (T) or false (F).
1 The position of Lord Chancellor was removed by the Constitutional Reform
Act 2005.
2 Damages is an example of an equitable remedy.
3 If applying the rules of equity would lead to a different result than applying
the strict legal rules, equity takes precedence.
4 Equity is administered by the Court of Chancery.
22 ,.. ::: 10.s Listen to the third part of the discussion and decide whether these
statements are true (T) or false (F).
1 The German concept of Treu und Glauben is similar to the English 'clean
hands' doctrine.
2 The French doctrine of the abuse of rights is similar to the English concept
of equity.
23 Look at the audio transcripts for the whole discussion (pages 138-139) and
find phrases used for describing a legal system.

Speaking 1: Describing, comparing and

contrasting
24 Choose an aspect of your jurisdiction and explain it to a partner. Where
possible, your partner should contrast that either with another aspect of
the same legal system or with the closest equivalent in a foreign jurisdiction.
Use the language of describing, comparing and contrasting during your
discussion.

1
The Cambridge International Legal English Certificate (ILEC), an internationally recognised test of legal ( ..:~-·
English . It is designed for lawyers and law students requiring English language skills to work effectively lll ·.-..
in the international legal environment. Unit 10 Comparative law .,
Reading 3: Asset protection
Liechtenstein is one of many jurisdictions that have established themselves as tax havens.
· 25 Discuss these questions.
1 What constitutes a tax haven?
2 What other countries can you think of that are also considered to be tax havens?
3 What is the difference between tax avoidance and tax evasion?
4 What do you think the term asset protection might refer to?
26 Read the first paragraph of the text on page 113. Which of these descriptions best
describes the text?
a A letter of advice from a lawyer to a businesswoman seeking to reduce her tax burden
b A memo written by a junior lawyer to a senior lawyer contrasting different forms of
charitable foundation
c A summary of various means of safeguarding money from creditors, taken from a
website for businesspeople and lawyers
27 Read the whole text quickly and choose the correct word to complete each of these
definitions.
1 The Stiftung 1 Anstalt 1 founder is a type of civil law foundation used to hold
assets, property or shares.
2 The Stiftung I Anstalt 1 trust is a hybrid entity often used as a holding company
for overseas subsidiaries.
3 The assets of a Liechtenstein-based foundation are held on behalf of the Council
of Members 1 beneficiaries 1 creditors.
4 Behaviour that is illegal because it does not obey or respect the rules of a law
court is referred to as contempt 1 holding 1 interpretation.

Text analysis: Discourse markers for text cohesion

In the letter on page 113, one of the lawyer's main objectives is to present complicated information
in a clear way. In order to achieve this, he uses various words and phrases at the beginning of sentences
to show the relationship between ideas. These discourse markers act as 'lexical signposts', guiding the
reader through the text and making it easier to understand.

In this sentence from the letter, the discourse marker signals that further
information about a previous idea is being given:
Furthermore, Liechtenstein law may not protect the settlor from a U.S. court's
finding of contempt.
The word furthermore, which here means 'in addition', shows that an idea
introduced in the previous sentence will now be further developed. In this
case, the general idea being expressed is that the asset protection methods
discussed in the text may not offer 100% security from legal challenges.

28 Look at the highlighted discourse markers in the letter and decide which of the
following four functions each discourse marker fulfils. List any other similar words
or phrases you know.
0 Giving extra information: ft.trtr1ermore 0 Introducing the result of previous information
u Comparing, contrasting and qualifying v Emphasising
 Dear Ms Radford
Asset protection entities in Liechtenstein
Your instructions to me were to provide a summary of the structures available in Liechtenstein to
facilitate your need to insulate future liabilities. I have now had the opportunity to research this
and can provide you with the following details.
Although there are a number of civil-law entities available for asset protection purposes, the
most popular structures for U.S. planners are two trust-like entities, the Stiftung and the Anstalt 1,
created under the law of Liechtenstein.
The Stiftung is a type of foundation, commonly used to hold assets, fixed property or shares. It is
created by a founder, from whom it has a separate legal identity. A Stiftung is not subject to any
form of income tax, capital tax, transfer tax or inheritance tax in Liechtenstein. Its assets must be
segregated from any personal assets, and are generally not available to the founder's creditors.
The bylaws of such entities are typically not filed in any public registry. Consequently, it is very
difficult to get information about a Stiftung registered in Liechtenstein.
Notably, the Stiftung cannot be used solely for commercial purposes. Instead, it is designed to
act as a private foundation. For asset protection purposes, it is better if the Stiftung is created
for the promotion of some important interest (such as to further education or medical research)
because there may be less chance that contributions to it made for asset protection purposes will be
considered fraudulent by any investigating authorities.
While a Stiftung may have beneficiaries, including the founder, it cannot have any shareholders.
That said, named beneficiaries are not recommended, as they can give the Stiftung the appearance
of a foreign asset-protection trust. Because ofthis, the Stiftung should be limited by its terms
to supporting the purpose for which it was created. Despite this limitation, there are methods to
utilize the assets of a Stiftung to endow private scholarships, etc.
Besides the Stiftung, the most important entity for tax purposes in Liechtenstein is the Anstalt,
a hybrid of a company limited by shares and a foundation. Such entities are commonly used by
foreign companies as a holding company for overseas subsidiaries. The Anstalt has no members,
participants or shareholders, but can have beneficiaries. The principal practical difference between
an Anstalt and a Stiftung is that, unlike a Stiftung, an Anstalt can conduct all kinds of business
activities.
The civil-law basis of these entities , and the fact that they usually do not have identifiable
beneficiaries, make them very difficult for U.S. creditors' attorneys to conceptualize, and thus
attack. Nevertheless, it must be noted that a U.S. judge could simply treat them as foreign asset-
protection trusts and order that their assets be repatriated. Furthermore, Liechtenstein law may not
protect the settlor from a U.S . court's finding of contempt.

1 The terms Stiftung and Anstalt are both German nouns and, as such, begin with a capital letter.

Speaking 2: Advising on asset protection

29 You are commercial lawyers specialising in asset protection. You have been asked to
advise an American client on the asset-protection entities available in Liechtenstein.
Discuss the advantages and disadvantages of the various entities with a partner and
decide how to advise your client.

Writing: Letter summarising options

30 You r client is concerned that the asset-protection entities in Liechtenstein might prove
AMPLE difficult and expensive to administer. Using the notes on page 115, write a letter to your
NSWER
>P- 153 client outlining the Panamanian foundation, another popular form of asset protection.
Use discourse markers to explain, compare and contrast the foundation with other
forms of asset protection.
Unit 10 Comparative law

€:
Language Focus

1 Word formation Complete this table by filling in the correct forms of the words listed.

Verb Noun Adjective

globru.i..se global
harmony
enforceable
unified
applicability

2 Synonyms Match each word or phrase (1-5) with its synonym (a-e).

1 conversely~ a very important

2 later b force
3 paramount c on the other hand
4 compel d subsequently
5 unify e harmonise
3 Collocations Match the verbs in the box with the nouns they collocate with
Uudgment or law); some of the verbs collocate with both nouns.

apply enforce harmonise modernise recognise render

1 a judgment: o..pply , ...

2 a law:
4 Discourse markers Complete this text using the words and phrases from the box.

I however in addition notably therefore thus I

This essay discusses changes occurring within legal education, which are finding
wide acceptance in law schools throughout the United States. These changes include
greater attention to other disciplines, 1) . .. r.Qj;gJ.>4!...... economics and behavioural
sciences, and the contributions they make to a fuller understanding of the legal
system. 2) ... . ... .. , law schools are increasingly exploring the ways in which the
law in textbooks may differ from the law in action. 3) .. ............. nearly every law
school is investigating the consequences of legal rules through clinical legal education,
which provides a real or simulated laboratory experience for law students. The most
widespread change, 4) .. . .. .... .. . .. , may be the breaking down of traditional artificial
classifications of subject matter, which attempt to provide the advanced student a
method for organising his or her knowledge about the legal system.
5) .. ... .. .. . ........ , comparative law courses have been developed in an attempt to
inspire students to think creatively about legal problems by providing new insights into
the legal system.
© Hugh J . Ault and Mary Ann Glendon , The Importance of Comparative Law in Legal Education: United
States Goals and Methods of Legal Comparisons, 27 J. Legal Educ. 599-608 (1975-1976)
Unit 10, Exercise 33
The Panamanian foundation
• Liechtenstein Anstalt and Stiftung are relatively expensive to form and maintain.
The Panamanian foundation is comparatively inexpensive.
• Another advantage is that Panama is in the same time zone, making
administration of the foundation from the United States easier.
• The time difference between the USA and Liechtenstein may prove frustrating to
creditors in communicating with their local counsel. However, it would probably
be more immediately frustrating to the client and planner attempting to form and
then administer the entity from the USA.
• For these and other reasons, Panama copied much of Liechtenstein's Stiftung
legislation, giving us the option of the Panamanian foundation.
• The Panamanian foundation can hold title to assets in its own name like
a corporation. It can also make discretionary payments to the founder or
beneficiaries, like a trust.
• The foundation is mostly controlled by its bylaws, which do not have to be
registered or publicly disclosed (as with the Stiftung).
• Panama has a three-year statute of limitation for fraudulent transfer challenges
to contributions to the foundation. If gifting is utilised to fund the foundation,
creditors have three years to attempt to void the gifts. After these three years,
the assets are probably safe from creditors.
• The foundation assets may not be applied towards the debts of either the
founder or any beneficiary.
• As with the Stiftung, probably the best use of the Panamanian foundation is
not to hold assets, but rather to own an entity that is used as a management
company. The management company would be owned by a Panamanian charity,
with three Panamanian residents as members of the foundation's council.
Therefore it is very difficult for a creditor to claim that the US owner of the asset
being managed has any ties to or control over the foundation.

Role cards
Student A

Unit 7, Exercise 31
You are a property lawyer and receive a call from a foreigner interested in
buying property in your jurisdiction . Prepare to take the call by reviewing
the language from your presentation (Exercise 14) and the telephone
conversation between Marta Cervera and Jana Fialova (Listening 2 and 3).
Try to anticipate the kind of questions you will be asked and make notes on
your answers.
Unit 8, Exercise 35
You have just been fired without notice from your position as Scandinavian Sales
Director of a large educational publishing company. During your exit interview, your
boss claimed that your sales had been repeatedly below target for the past 13
months. However, you are certain that you have only missed your target three times.
You know of at least three colleagues who have missed their targets more often than
you, and that this has been attributed to a general fall in sales across Europe. In
fact, one of these colleagues was recently promoted, after only five months with the
company, to a position you had hoped to get. The company said it had no choice as
someone had been found who could do a much better job and was ready to start
immediately. You decide to consult a lawyer.
Prepare for the meeting. Think about the kinds of question you may be asked. During
your meeting, focus on both concrete facts and your own personal opinions.

Unit 9, Exercise 31
Explain these terms to Student B using some of the language from the interview
(Listening 2).
1 nationality 3 competent 5 expat (= expatriate)
2 dual citizenship 4 forum shopping 6 cause of action

Unit 9, Exercise 32
You are a lawyer specialising in claims related to damage caused to computers as a
result of bad programming. You have been contacted by the owner of an online discussion
group concerning problems that some of the group members have been experiencing with
their anti-virus software. Conduct a lawyer-client interview with the owner of the online
discussion group, using the WASP approach in Unit 3. Look at these notes on conflict of
law to help you.

0 Choice of law and statutory interpretation are an issue when, for example, a class
of injured litigants from different jurisdictions sues a Californian company in a
California federal district court. In order to make class certification more likely, this
multi-jurisdiction class will want the law of one jurisdiction to apply. Consequently,
you might advise your client to bring suit under a Californian consumer protection
statute.

0 A class action suit on behalf of claimants from different jurisdictions is likely

to raise conflict of law issues. A defendant might challenge a class suit on the
basis that the laws of each represented jurisdiction must be applied to the
class's claims, and that the class should not be certified because the suit will be
unmanageable.

C A judge's first step will be to examine the law of the state in which the defendant
is based for evidence that the legislature intended for its laws to apply to
extraterritorial litigants whose only connection to the state is that they were injured
by a product manufactured there. The rest of the case would proceed as outlined in
Listening 2.
Student B

Unit 7, Exercise 31
You are interested in buying property in another country and phone a lawyer who has
been recommended to you by a colleague. Prepare for the call by reviewing the language
from your presentation (Exercise 14) and the telephone conversation between Marta
Cervera and Jana Fialova (Listening 2 and 3). Write down the questions you need to ask.

Unit 8, Exercise 35
You are a lawyer specialising in employment law. You are due to meet a new client who
has just been fired without notice from a well-paid position in publishing. Prepare for
your meeting by noting down the kinds of question that you will need to ask your client
to establish the facts, to find out what the client hopes to achieve and to be able to
offer the best advice possible. During your meeting, try to get your client to stick to
the concrete, provable facts of the case as much as possible using the language from
Exercise 33.

Unit 9, Exercise 31
Explain these terms to Student A using some of the language from the interview
(Listening 2).
1 joint purchase (of land) 3 domicile 5 cross-border recognition
2 residence 4 renvoi 6 adjudicate

Unit 9, Exercise 32
You are the owner of an online discussion group. One of the recent discussion threads
concerns problems that group members have been experiencing following the most
recent upgrade to their anti-virus software. Several of them have lost data following
this upgrade, although are unsure as to whether this was caused by the software
itself or by viruses the software may have let in. The software was written by Redfern,
an American company based in California. When one member of the group contacted
Redfern, she was told that there was no problem with the software. She was also told
that even if there had been a problem, Redfern wouldn't be liable to claimants from
outside California. The potential claimants, 20 in total, come from four different US
states, three EU member states, Egypt, South Korea, Pakistan, Venezuela and South
Africa.
You have suggested that all those who have experienced problems should join together
and try to claim damages in a class action suit against Redfern, and have arranged a
meeting with a lawyer. Prepare for your meeting by familiarising yourself with the facts
of the case. Be ready to provide your lawyer with any further background information
that might be needed.
 Contract law
The facts of the case
Your law firm has asked you to review the following case in preparation for a meeting with a client.
Read this description of the facts of the case. What is the legal issue here?

Deep Blue Pools Ltd began as a small business in 1997, manufacturing and installing high-quality
swimming pools for private residences. It has since developed a reputation for excellence and has
received a number of lucrative contracts, generating substantial income for the company.
Last year, Gainsborough Construction Ltd contracted with Deep Blue Pools to build one swimming
pool for each of the ten luxury properties it is currently building in south-east England. Deep Blue
Pools was paid a total of £265,600 for the work.
Sometime after their installation, it became clear that each pool was shallower than the depth of
2.4m specified in the contract (by 25 to 50cm at different points) . Deep Blue Pools claimed that
each pool was still safe for diving and there would be no loss of enjoyment.
Gainsborough Construction is claiming £312,680 to demolish and rebuild the pools to the proper
depth (cost of cure 1 ), arguing that it is entitled to its exact preference concerning the pools' depth.
Gainsborough Construction also claims that Deep Blue Pools deliberately misled them as to the
size of the pools provided in order to reduce costs.
Deep Blue Pools says that the amount claimed is wholly disproportionate to the disadvantage
suffered by Gainsborough Construction, and that the houses are no less valuable. Deep Blue Pools
also claims that Gainsborough Construction has no real intention of effecting a cure , and that any
damages awarded would be an unfair 'windfall 2 '.

Task 1: Speaking Task 2:

Divide into two groups, with one group representing Gainsborough Writing
Construction and one group representing Deep Blue Pools.
Write a letter of advice
1 Prepare for negotiations with the other party. You should: to one of the parties
0 identify the legal issues of the case and determine arguments for your side; (your choice), in which
0 list the strengths and weaknesses of your side of the case; you outline the legal
0 list the strengths and weaknesses of the other side of the case; issues raised by the
0 decide which parts of the relevant legal documents most strongly support case, refer to relevant
your case and can be used to argue against the other party's case; statutes or related
0 make notes for the negotiation: What are your goals? What are you willing cases and provide your
to give? What are you not willing to give? opinion as to the likely
outcome of the case.
2 Pair up with a representative of the other party and attempt to negotiate
a settl em ent.

3 Report the results of your negotiations to the class .

1
See Text 2 on the opposite page.
2
an unexpected profit or gain
Relevant Legal documents
Text 1: Sale of Goods Act 1979, Section 53 (1-3)
(1) Where there is a breach of warranty1 by the seller, or where the buyer elects (or is compelled) to
treat any breach of a condition on the part of the seller as a breach of warranty, the buyer is not by
reason only of such breach of warranty entitled to reject the goods; but he may-
(a) set up against the seller the breach of warranty in diminution 2 or extinction of the price, or
(b) maintain an action against the seller for damages for the breach of warranty.
(2) The measure of damages for breach of warranty is the estimated loss directly and naturally
resulting, in the ordinary course of events, from the breach of warranty.
(3) In the case of breach of warranty of quality such loss is prima facie 3 the difference between the
value of the goods at the time of delivery to the buyer and the value they would have had if they
had fulfilled the warranty.

1 In some jurisdictions, contract terms are classed as either warranties or conditions. The breach of a warranty can give rise to
a claim for damages, but not to a right to treat the contract as terminated. The breach of a condition can give rise to a claim for
damages and also gives the the right to treat the contract as terminated.
2 the act of decreasing or lessening something; reduction 3 at first sight; accepted as correct until disproved

Text 2: excerpt from a textbook on contract Law

Diminution of value, cost of cure or loss of amenity
The claimant's loss of the expected performance 1 can be
measured by:
• 'diminution of value' (the market value of the
performance the defendant undertook minus that
actually given), or
• 'cost of cure' (the cost of buying substitute exact
performance from another).
The two measures may produce the same amount. For
example, where a sellerfailstodelivergoods (worth £5,000)
before the buyer has paid the contract price (£4,000), the
buyer can, in accordance with section 51 (3) Sale of Goods
Act 1979, claim the difference between the contract price
and the market price of the goods (£1 ,000). However,
in certain cases, the two measures may produce wildly
different resu Its. In Tito v. Waddell (No 2) (1977) a company
was granted a licence to mine phosphate on Ocean Island,
a small Pacific island, and promised to restore the island
afterwards by replanting 'coconuts and other food-bearing
trees'. The company failed to do this, and the islanders
claimed the cost of cure calculated at $73,140 per acre.
The court denied this because, by the time of the action,
all the islanders had resettled some 1,500 miles away after
their island was devastated by events of World War II. They
were only entitled to the diminution of value, which was
assessed at $75 per acre.
[The assessment of damages] is subject to the
requirement of reasonableness which necessitates an
assessment of:
(a) the claimant's purpose(s) in contracting;
(b) whether the claimant has cured or intends to cure;
and
(c) the proportionality between the cost of cure, the
contract price, the benefit already received by the
claimant, and the benefit which cure would add to
that benefit.

1 the fulfilment of one's obligations required by contract

Text 3: excerpt from the judgment in Ruxley Electronics and Construction Ltd v.
Forsyth [1996] AC 344

It is a common feature of small building works performed on residential property ... that comparatively
minor deviations from specification or sound workmanship may have no direct financial effect at all. Yet the
householder must surely be entitled to say that he chose to obtain from the builder a promise to produce
a particular result because he wanted to make his house more comfortable, more convenient and more
conformable to his own particular tastes; not because he had in mind that the work might increase the
amount which he would receive if, contrary to expectation, he thought it expedient in the future to exchange
his home for cash. To say that in order to escape unscathed, the builder has only to show that to the mind of
the average onlooker, or the average potential buyer, the results which he has produced seem just as good as
those which he had promised would make a part of the promise illusory, and unbalance the bargain .

C"' Study' Coo bact taw €~

 Company law
The facts of the case
Your law firm has asked you to review the following company law case in preparation for
a meeting with the other party's lawyer.
Read this description of the facts of the case. What is the legal issue here?

Two years ago, Alex and Lesie Ballentine decided to sell their company, Solaris Energy (America),
Inc., by public offering. A statutory registration statement (a carefully prepared set of documents,
including a prospectus) was filed with the US Securities and Exchange Commission. However, the
public sale did not go ahead, and the company was sold privately to Cordeaux Gabelle, Inc .. The
purchase price included a payment reflecting an estimated increase in the company's net worth
from the end of the previous financial year. Because hard financial data was unavailable, the
contract stated that if a year-end audit and financial statements showed a difference between the
estimated and actual increased value, the amount paid would be increased or decreased by the
appropriate amount to reflect the actual value.
An audit completed six months after the sale revealed that the value of the company had been
overestimated by approximately $1.2m . The buyers were therefore entitled to recover an adjustment.
However, Cordeaux Gabelle has been advised that it may be entitled to a remedy under 12a (2) of
the Securities Act 1933, which gives buyers an express right of rescission against sellers who make
material misstatements or omissions 'by means of a prospectus'. They have also been advised that
an alternative remedy may be available under section 11 of the act.
Cordeaux Gabelle is claiming damages of $14.6m. The Ballentines argue that section 11 is only
relevant in the case of a public offering. They also argue that a contract between a private buyer
and seller is not a 'prospectus ' as the term is used in section 12(a)(2) of the Securities Act,
therefore section 12(a)(2) also only applies to public offerings, and not to private sales.

Task 1: Speaking Task 2: Writing

Divide into two groups, with one group representing Alex and Leslie Write a letter of advice to
Ballentine and one group representing Cordeaux Gabelle. one of the parties (your
choice), in which you
1 Prepare for negotiations with the other party. You should:
outline the legal issues
0 identify the legal issues of the case and determine arguments for raised by the case, refer
your side; to relevant statutes or
0 list the strengths and weaknesses of you r side of the case ; related cases and provide
0 li st t he strengths and weaknesses of the other side of the case ; your opinion as to the
0 decide which parts of t he relevant legal documents most strongly support likely outcome of the
your case and can be used to argue against the other party's case ; ca se.
0 make notes for the negotiation: What are your goals? What are you
willing to give? What are you not willing to give?
2 Pair up with a representative of the other party and attempt to negotiate a
settlement.
3 Report the results of your negotiations to the class.
Relevant legal documents
Text 1: an outline of civil liabilities under the US Securities Act of 1933,
sections 11 and 12
To claim under either s.ll or s.12, the buyer must prove a material
misstatement or omission of a material fact. Section 11 liability flows from
the requirements for filing a registration statement. Liability under s.12(a)(2)
flows from the requirement to distribute prospectuses. Under sections 11
and 12, the issuer of a registered security may be liable to the buyer for
damages if the sale of the security included a reference to false or misleading
information. The buyer does not have to show any reliance on the false
statements. The issuer is strictly liable (liable without fault). This liability is
subject to a defence of reasonable care; the issuer may avoid liability if it can
be shown that reasonable care was taken in providing information concerning
the security in dispute.

Text 2: excerpt from the Supreme Court judgment in Arthur LGustafson, et al.
v. Alloyd Company, Inc. fka Alloyd Holdings, Inc, et al. [February 28, 1995]
It is understandable that Congress would provide buyers with a right to rescind, without proof of
fraud or reliance, as to misstatements contained in a document prepared with care, following well-
established procedures relating to investigations with due diligence and in the context of a public
offering by an issuer or its controlling shareholders. It is not plausible to infer that Congress
created this extensive liability for every casual communication between buyer[s] and seller[s] ...
It is often difficult, if not ·altogether impractical, for those engaged in casual communications not
to omit some fact that would, if included, qualify the accuracy of a statement. We find no basis for
interpreting the statute to reach so far.

Text 3: excerpts from an article discussing the decision in Gustafson

Where do Secondary Market Purchasers Stand Mter Gustafson ?

by Joseph S.Allerhand and Benj amin M. H ain (corporate counsel) , February 1999
Sixty-five years after the passage of the Securities Act of 1933, and nearly four years after the
Supreme C ourt's decision in Gustafson v. Alloyd C o., a deceptively simple question remains
unresolved: w ho has standing to sue under sections 11 and 12(a)(2) of the Securities Act?
Specifically, is standing limited to inves tors w h o purchase securities in public offerings, or does
standing ex tend also to investors w h o purchase securities in the secondary m arket but can 'trace'
their securities to those registered and sold in the public offe.r ing?
With regard to standing under s. 12(a)(2), before Gustafson the courts were divided as to whether
standing was limited to purchasers of securities in public offerings, or whether standing extended
also to all purchasers in the secondary market, irrespective of w h ether the purchased securities
were traceable to the public offering. T here is currently no consensus am ong district courts as
to the impact of Gustafson on s. 11 's standing requirem ents. Although G ustafson dealt with a
s.12(a) (2) claim , several district courts have non etheless applied Gustafson's h olding and broad
language to s. 11 , and h eld that standing under s. 11 extends only to p urchasers in public offerings .
Other district courts have taken the opposite position: they have refused to extend the holding in
Gustafson to s.11 claims, and have continued to grant standing to secondary- market purchasers of
securities that are traceable to the public offering.

Reprinted with permission from Joseph S. Allerhand of Wei I, Gotshal & Manges LLP.
Originally published in the Febraury 1999 issue of Metropolitan Corporate Counsel.
Case Studn Compony tow (
 Litigation and arbitration: an employment law case

The facts of the case

The organisation you work for, a labour union, has asked you to review the following employment law
case and the relevant documents in preparation for a meeting with the other party's lawyer.
Read this description of the facts of the case. What is the legal issue here?

The law firm of Redlin and Orbison has offices around the world. The firm regularly sends lawyers
from its main office in New York to spend anywhere from a few months to a few years working in
one of its offices abroad. Chiara Johnson, an experienced and ambitious intellectual property lawyer,
spent two years in the Rome office. When Johnson returned to New York, she became unhappy
with her prospects for advancement in the firm, particularly after younger male colleagues with no
foreign working experience had made partner1 . Johnson claimed that senior management should
have made it clear to her before her stay abroad that her two-year absence from the main office
would put her at a disadvantage when new partners were being elected. Although Johnson, who
has two small children (one of whom is disabled), was allowed to work part of the week at home,
she alleges that her boss continually demanded that she spend more face-time at the firm -that
is, work from home less often . According to Johnson, a male colleague was allowed to work from
home because he had disabled children. Johnson further alleged that she had been paid less than
her male counterparts . (Johnson earned $100,000 a year at the time, while two male colleagues in
comparable positions earned $115,000.) Johnson contends that male associates were promoted
more quickly than female ones. Johnson left the firm, filing a lawsuit against her former employer,
seeking damages for psychiatric damage and loss of earnings, pension rights and career prospects.
In response to these allegations, a spokeswoman for Redlin and Orbison pointed out that 20
per cent of the firm's partners are women, more than the national average. Moreover, the firm
maintained that it had made it clear from the beginning that the position Ms Johnson had
taken was a non-partnership job, and that the firm's hiring and promotion policies are routinely
communicated to prospective employees.

Task 1: Speaking
Divide into two groups, with one group representing Johnson and one group representing
Redlin and Orbison.
1 Prepare for negotiations with the other party. You should:

0 identify the legal issues of the case and determine arguments for your side;
0 list the strengths and weaknesses of your side of the case ;
0 list the strengths and weaknesses of the other side of the case;
0 decide which parts of the relevant legal documents most strongly support your case
and can be used to argue against the other party's case ;
0 make notes for the negotiation: What are your goals? What are you willing to give?
What are you not willing to give?

2 Pair up with a representative of the other party and attempt to negotiate a settlement.
3 Report the results of your negotiations to the class.
1
To make partner means to become a partner in the firm
Task 2: Writing
Write a letter of advice to one of the parties (your choice), in which you outline the
legal issues raised by the case, refer to relevant statutes or related cases and
provide your opinion as to the likely outcome of the case.

Relevant legal documents

Text 1: excerpt from the Equal Pay Act 1970

(4) A woman is to be regarded as employed on like work with men if, but only if, her work
and theirs is of the same or a broadly similar nature, and the differences (if any) between
the things she does and the things they do are not of practical importance in relation to
terms and conditions of employment; and accordingly in comparing her work with theirs
regard shall be had to the frequency or otherwise with which any such differences occur in
practice as well as to the nature and extent of the differences.

Text 2: excerpt from a case brief

Lower pay for woman professor violates Equal Pay Act

Description: Appeals court upheld a verdict in favor of a woman professor who contended
she was paid less than men professors who had similar backgrounds and duties. While the
professors who were compared were not identical, they were similar enough to indicate a
pattern of pay disparity based on sex. ( ...)
Decision: Affirmed. To establish a violation of the Equal Pay Act, the plaintiff need not
demonstrate that her job is identical to a higher-paid position, but only must show that the
two positions are substantially equal in skill, effort and responsibility. The fact that male
professors used for comparison did not have positions identical to hers is not critical; they
were in the same unit and had similar responsibilities. Lavin presented sufficient evidence to
show, through statistical evidence, that male professors of similar rank, years of service and
background were paid more. Statistical evidence of gender-based salary disparity across the
college could be used to enhance her case.
Citation: Lavin-McEieney v. Marist College, 239 F.3d 476 (2nd Cir., 2001)

Text 3: excerpt from job advertisement for the position Chiara

Johnson applied for

GLOBAL LAW FIRM e xpands Intellectual Property Practice group.

Work with two p artners willing to m entor and offer unlimited career growth
p ossibilities . TWo to five y ears' exp erien ce in intellectual property with e ither
electric al eng ineering , com p uter eng ineering, o r computer sc ien ce underg rad;
p refer patent bar. Jo b responsibilities include patent litigatio n and prosecution
matters.
Salary is h igher than the paid national average for associates . Firm p ays all
relocation costs. Firm allows applicants to take required state bar; firm cover

€
costs for prep course. Job openings in Atlanta , DC and New York.

Case Study 3 Employmeot tow

 Audio transcripts
Unit 1
Listening 1 I Audio 1.1
Heidi: So, how are things going? Are you having any trouble
with the lectures?
Pavel : Well, I did at the beginning. I had to get used to the
accents. It was very frustrating- people here speak very
quickly, which makes it harder to understand! But now it's
much easier- I can understand almost everything.
Heidi: I wish I could say the same. Sometimes I only
understand half of what the lecturer says . I have trouble
writing, too. That's more difficult for me than understanding
what people say. But I can normally find someone to look at
my work and make corrections.
Pavel: Yes , I think writing's the hardest thing to do in English .
But we did do a lot of writing exercises in my legal English
course at university. That definitely helped .
Heidi : Writing exercises? We didn 't have any writing practice in
the English course we took. We learned a lot of terminology,
a lot about the common-law system, how things work in
America and in the UK.
Pavel: Really? Our course was more practical - we worked on
the language skills that lawyers need : writing, reading, even
doing legal re sea rch in English. And we had to write lots of
different things, texts that lawyers really have to write, like
letters to clients, memos , that kind of thing.
Heidi: We had to give presentations about different institutions.
I gave one about the US Supreme Court. We didn 't really
work on speaking or research skills, though; it was more
important to present the terminology. I described how the
US Supreme Court is set up and how it works.
Pavel: We gave presentations , too , but our presentations
were on more practical topics. We did need to learn some
terminology for those. We had to present case briefs, or
talk about our own legal systems .
He idi : We didn 't talk about the laws of our country at all- only
about the USA or the UK.
Pavel: We compared the laws of different countries quite a bit.
We read a lot about other legal systems, other countries'
laws . But we mainly practised speaking about our own legal
system , and talked about how things work in our country.
That was definitely the most useful thing we did .
Heidi: It sounds like your course was better than mine.
Pavel: I don 't know if it was better, but it was certainly more
language-based and more skills-based.
Heidi : Well , it certainly looks like you're better prepared than
I am!
Listening 2 I Audio 1.2
Hello, everyo ne, and than ks for coming along. It's great
that so many of yo u were abl e t o make it this morning.
I know that as you approach your mid-term exams, t ime is
precious . With that in mind, I'll keep my talk brief.
5 OK, let me just start by introducing myself. My name's Jenny
Waters, and I graduated eight years ago from this very
university. I've been asked along to talk about the Barker
Rose Graduate Recruitment Programme, a programme I' m
sure will be of particular interest to you as second-year
10 students. It's right now that you need to begin planning for
life after university, no matter how far ahead this may seem
at the moment.
I remember when I was sitting in this very lecture theatre
listening to a talk similar to the one I'm about to give .
15 I applied for a place on the Barker Rose Graduate
Recruitment Programme shortly afterwards, and was made
a partner last summer. Most of my lawyer friends who went
to other firms have yet to become partners. Barker Rose
may be more demanding than your average practice, but I
20 know from my own experience that the rewards are worth it.
There are three main points I'd like to cover today. First, I'll
start by giving you a little information about Barker Rose.
I'll then go on to outline what we have to offer to new
associates . Finally, I'll also talk a little about what we
25 expect from our potential graduate recruits.
There 'll be a few minutes available for questions at the
end of my talk, but do feel free to interrupt me at any time.
Don 't worry about taking notes; I'll be handing out copies of
the PowerPoint slides at the end of the presentation .
30 So, to start with, who are Barker Rose? We're an
independent commercial practice that has grown from
seven lawyers in 1979 to well over 60 today. This growth
has resulted from our commitment to providing the highest-
quality legal services to our clients. To accomplish this goal,
35 we are committed to recruiting , and retaining , associates
capable of helping us meet that commitment.
A new associate lawyer is generally assigned to a practice
area compatible with his or her interests, while considering
the needs of the firm. However, we remain flexible enough
40 to allow all of our lawyers to explore various areas of
practice.
Listening 2 I Audio 1.3
This brings me to my next point: what benefits can
successful applicants to our Graduate Recruitment
Programme expect? First, Barker Rose will pay your full
course fees for both the Graduate Diploma in Law and
5 the Legal Practice Course. We will also pay maintenance
of £6,000 during your GDL and £7,000 through your LPC
study year.
This leads directly to what I'm sure is an important
question for all of you: what can you expect to earn? We
offer competitive starting salaries for new associates.
10
Following successful completion of the LPC, graduate
associates begin work on a generous starting sal ary of
£29,000 , rising to £ 36 ,000 in th eir second year with us.
Associates also typically rece ive a year-end bonus, based
15 upon the firm's profitability, hours billed and seniority.
Year-end bonuses, if any, are subject to the discretion of
the management. In addition to the sa lary and bonus, we
provide a standard medical-benefits package, life insurance
and an extremely competitive retirement plan. The firm's
20 'HR-10' plan for employees currently pays an amount
equal to 10% of gross salary into a retirement fund after
an employee has been with the firm two years. Voluntary
dental insurance coverage is also available through our
dental programme. It's also important to mention that
25 Barker Rose is an equal-opportunities employer.
Now let's move on to what we expect in return. As I
mentioned towards the start of my talk, we are committed
to providing the highest-quality legal services to our clients.
We can only ensure this by hiring lawyers prepared to show
30 us that same level of commitment. This can mean long
hours; associates are expected to bill 1,800 to 2,000
hours per year. You may not have all of your weekends
free, and the work is certainly demanding. However, for the
graduate student ready to rise to that challenge, the
35 rewards are great indeed. Think to yourself- where do I
want to be by the age of 30? Some of you will, I hope, be
partners with Barker Rose.
To summarise, Barker Rose is a growing, successful,
independent commercial practice. Our Graduate
40 Recruitment Programme includes an excellent set of
benefits for students prepared to commit themselves fully.
We offer you the opportunity to work in those areas of law
that interest you most, while allowing you the chance to
explore various areas of practice.
45 Finally, I'd like to remind you about what I said at the
beginning of my talk today. For those associates who have
demonstrated the highest level of commitment to Barker
Rose, you may be considered for partnership after seven
years. And believe me, those seven years will pass more
50 quickly than you think.
OK, that's everything I wanted to say about our Graduate
Recruitment Programme. I'd be very happy to answer any
questions you may have .
Unit 2
Listening 1 I Audio 2.1
Student 1: Can you take a quick look at this?
Student 2: Sure. What's it about?
Student 1: It's about remedies and damages and other things
like that.
Student 2: OK, what do you want to know?
Student 1: I basically understand everything, but there's one
thing that sounds weird. Here it says that if a contract is
broken, the injured party can demand compensation for
its loss, or 'damages'. I don't understand that. How can
'damages' be 'compensation for loss'? That doesn't make
sense to me. When you damage something, you harm or
hurt it. I don 't get it.
Listening 1 I Audio 2.2
Student 2: Well, it's quite straightforward. 'Damage' and
'damages' are very similar words, but mean different
things. It's like this: the word 'damage' does mean 'harm ' ,
of course, like when you damage your car if you drive
into something. But 'damages' with an -s is the word for
'compensation ', money that someone gets. In other words,
the court awards damages, or money, to the non-breaching
party.
Student 1 : Thanks , now I get it!
Listening 2 1 Audio 2.3
Good morning. I'll begin today's lecture on contract law with
the subject of formation. More precisely, I will speak about
the requirements for formation of contract. There are two
main requirements - agreement and consideration. There is
sometimes said to be a third element- the intention to create
legal relations. However, in practice, this third element is not
usually a problem , because even if the intention to create legal
relations is considered a separate element, it's understood to
exist automatically in the vast majority of cases.
Listening 2 I Audio 2.4
Good morning. I'll begin today's lecture on contract law with
the subject of formation. More precisely, I will speak about
the requirements for formation of contract. There are two
main requirements- agreement and consideration. There is
sometimes said to be a third element- the intention to create
legal relations. However, in practice, this third element is not
usually a problem, because even if the intention to create legal
relations is considered a separate element, it's understood to
exist automatically in the vast majority of cases.
What does 'agreement' mean in the context of a contract?
'Agreement' refers to the transformation of negotiations into a
settled deal. This is the point when negotiations are at an end.
The negotiating process is not a part of a contract. However,
the law needs to be able to determine when the process
of negotiation has ended and the parties have reached an
agreement in their commercial arrangement. Traditionally, if
you want to answer the question 'Have the parties reached
agreement?', you apply the rules of offer and acceptance .
When a proper offer has been made by one party and accepted
by the other, then there is agreement at the moment of
acceptance. We could even say there is agreement at the
moment of communication of acceptance.
This process raises a number of questions. For example,
was an offer made at all? Who makes an offer in certain
types of transactions , for example, in auctions or tenders?
Is a price list an offer? Is an advertisement an offer? It is
then also necessary to answer further questions about the
act of acceptance: for example, does acceptance have to be
communicated? Can you accept by silence? Can you accept by
just getting on with the commercial task? and so forth.
Let's move on to the subject of consideration. Consideration
involves the idea of exchange. It refers to the value, service,
information, etc. which is offered to another party in a contract
in exchange for that party's agreeing to enter the contract. Put
very simply, what we are talking about here is the price.
A contract is not legally binding if each party does not offer at
least some consideration to the other party. There are rules
about what an exchange is and what parties can exchange
in order for it to be good consideration. We will look at these
rules next week after we have examined the requirements of
offer and acceptance today. There is a relationship between
the rules of offer and acceptance on the one hand and the
rules of consideration on the other. All this will become clearer
when we examine consideration in more detail.
Li stening 3 1 Audio 2.5
Mr Dawe: Thanks again for coming by. Before we go on, could
you briefly take me through the current dispute?
Mr McKendrick: Of course. Right. A~ you know, Export Threads
exports materials for the product.on of clothing.
Mr Dawe: Yes.
Audio transcripts
Mr McKendrick: Drexler Incorporated agreed to purchase a
large quantity of goods under the conditions stated in the
contract. We relied on Drexler to notify us of the date of
shipment two weeks in advance so that we could arrange a
port for the loading of goods. We couldn't do this because
they failed to let us know by the agreed date. Now we would
like to terminate the contract.
Mr Dawe: Well, I can understand why you want to terminate
the contract. However, the fact that Drexler appear to be in
breach does not necessarily mean that you can terminate
the contract. They may sue you.
Mr McKendrick: This is what I wanted to check, but I rea lly
don't see how they could sue us. Surely if they're in breach
of our contract, we should be able to end our business
relationship?
Mr Dawe: No, not necessarily. The important point is whether
or not the term breached is a condition or a warranty.
Mr McKendrick: A warranty? As in a guarantee? I'm sorry,
I don't follow you .
Mr Dawe: It's like this. A warranty in this sense is a non-
essential term. If there is a breach of warranty, a non-
breaching party can sue for damages. However, a breach of
warranty does not give the right to termination. A condition,
on the other hand, is an essential term - in other words,
it's a very important term. When such terms are breached,
the non-breaching party may terminate the contract.
Mr McKendrick: OK, so we can end the contract if the term is
a condition?
Mr Dawe: That's right. If we can show that the term breached
is a condition, you'll be able to terminate the contract. And
you'll also be able to claim damages for losses incurred .
Mr McKendrick: Right. And do you think we'll be able to show
it's a condition?
Mr Dawe: Yes, I'm quite certain we will. The term in question
isn't expressly stated as being a condition. That would have
made things easier. However, just because it isn't stated as
being a condition doesn't necessarily mean it isn 't.
Mr McKendrick: Um ... what exactly are you saying? You're
sure that the term is a condition?
Mr Dawe: Yes. I'll try to be a little clearer. This contract
involves a chain of sales. In such cases, the need for
certa inty is very important. You relied on Drexler to notify
you of the date of shipment two weeks in advance so that
you could arrange a port for delivery. You also had to make
sure that everything was in place for the loading of the
cargo. You couldn 't arrange this as a direct consequence
of the late notice. In cases like this, the court will find the
term to be a condition.
Mr McKendrick: So we can terminate the contract? That's
good news. OK, so what should we do now? Drexler are
saying that we are unreasonably refusing delivery, but I
guess if we make our side clear, then they couldn't take
any action against us? It's probably best if I speak to my
partners and see what they .. .
Unit 3
Listening 1 I Audio 3.1
Maria: Now, here's an interesting case: Liebeck against
McDonald 's.
Fabio: Oh no, please , not the hot-coffee case. It's cases like
that wh ich give lawye rs a bad name. It's th e most famous
frivolous lawsuit, isn't it? Imagine a woman getting millions
of dollars just because she spil led a little hot coffee on
herself! I mean, coffee is supposed to be hot! If it isn 't hot,
I want a refund!
Maria: Mm, we ll , there's more to it than that, of course. And
you'd be surprised by the final settlement, too.
Fabio: OK, tell me. What's so important and interesting about
the hot-coffee case?
Maria: Have a look at the facts: the claimant, a 79-year-old
woman, bought coffee at a drive-through McDonald's and
got really bad third-degree burns when she opened the
container. She had to have medical treatment for two years.
Fabio: Wel l, yes, that's certa inly very unpleasant, but getting
damages of a couple of million dollars is really too much ...
Maria: Actually, at first she only tried to get $20,000 to pay
her medical expenses. But McDonald's only wanted to give
her $800. Can you imagine that? Well, then Liebeck and
her lawyer tried a few more times to reach a settlement
before the case went to trial, but McDonald's always
refused. Probably because in other cases the courts had
decided that coffee burns were an open and obvious
danger, and McDonald's thought Liebeck couldn't win.
Fabio: Right. So what happened then?
Maria: Well, Liebeck filed suit for gross negligence, saying that
McDonald's sold coffee that was 'defectively manufactured '.
Fabio: And what happened at the trial?
Maria: The evidence showed that McDonald's did actually
serve their coffee much too hot. In fact, I've read that more
than 700 people had been burnt in the years from 1982 to
1992 by McDonald 's coffee.
Fabio: Ah, I see. So it wasn't just this one case.
Maria: That's right. The court found they knew their coffee was
injuring people.
Fabio: So, what was the outcome of the case?
Maria: Well, the jury found for the claimant. They said that
McDonald's was 80% responsible and Liebeck was 20%
responsible. They said the warning on the coffee cup was
too small and not sufficient.
Fabio: How much was she awarded in damages?
Maria: Well, at first Liebeck was awarded $200,000 in
compensatory damages, which was then reduced by 20% to
$160,000. They also awarded her $2.7 million in punitive
damages. The idea was that McDonald's should pay her two
days' worth of coffee revenues, which were about $1.35
million per day.
Fabio: Wow, that's a lot!
Maria: Well, the judge then reduced the punitive damages to
$480,000. So the total amount of damages was $640,000.
Fabio: So she didn't get millions of dollars!
Maria: No, she didn't. The decision was later appealed by
McDonald's and Liebeck, but they settled out of court for an
amount less than $600,000. Nobody actually knows how
much she got, as a matter of fact.
Fabio: So, what shall we do now? Do you fancy a coffee?
Listening 2 I Audio 3.2
Charles: Hello, are you one of the lawyers?
Nick: Er, no ... I'm one of the students. We can advise people
on certain areas of the law, and we have volunteer lawyers
available to assist us.
Charles: Er ... well, my case is quite serious . Could I see a
lawyer, please?
Nick: Well, normally what we do is discuss the case with the
client and then consult with the lawyers if necessary.
Charles: Can't I just speak to a lawyer directly?
Nick: I'm sorry, clients are always first interviewed by student
vol unteers. We then assess whether or not further support
will be necessary.
Charles: OK, that's fine. Sorry, I'm a bit tense at the moment.
I got a letter this morning saying that I was going to be
sued .

Nick: Sued? We probably will need some help with this one.
But could you first tell me what happened?
Charles: Sure. About four months ago, I bought a laptop.
Nothing special, just a cheap laptop that could run what I
need to write essays, surf the web and keep in touch with
everyone.
Nick: And there was a problem with it?
Charles: Yes. There was a pixel burnt out in the centre of the
screen. It wasn't very serious, but it did mean that there
was an annoying red dot on the screen.
Nick: So you took it back to the shop?
Charles: Yes, I took it back the same day.
Nick: What did they say?
Charles: They refused to replace my laptop. They said that,
under the guarantee, at least seven pixels had to be burnt
out before they would give me a new one.
Nick: And you didn't accept this?
Charles: Of course not! If I'd known that the pixel was burnt
out at the time, I'd never have bought it. Fair enough if the
guarantee doesn't cover everything after a year, but the first
time I turned the computer on, I saw it was faulty.
Nick: Did you see the laptop working in the shop before
buying it?
Charles: No.
Listening 2 I Audio 3.3
Nick: OK. So what did you do when they refused to replace it?
Charles: Well, first I threatened to write to as many mailing
lists as possible to tell people not to buy computers from
Carmecom.
Nick: Unless they replaced the laptop?
Charles: Sure. But they didn't take me seriously.
Nick: I'm surprised at that.
Charles: Yeah? Well, anyway, I was absolutely furious when I
left the shop. I refused to take the laptop back.
Nick: Did you leave the shop without the laptop?
Charles: Yes. But I didn't go very far.
Nick: What do you mean?
Charles: Well, this all happened in November. I figured that
people wou ld be buying computer stuff for Christmas, and
that this would be a good way to hurt them.
Nick: To hurt Carmecom?
Charles: Well, at least to get them back. And to convince them
to give me my money back!
Nick: You didn 't just want a replacement?
Charles: Er ... no. Well, when I first went into the shop, I would
have been happy with a replacement. That was before the
idiot running the place had made me so angry. By the time
I'd finished speaking to him , I was determined to get my
money back and never have anything more to do with them
again.
Nick: Right. Anyway, what happened next?
Charles: I stood outside the shop and told everyone who
wanted to come in exactly what had happened. I told them
not to buy anything from Carmecom, that their computers
were rubbish and that if they did buy something, which then
went wrong, they'd only have themselves to blame.
Nick: Ah, I see. How did they react to this?
Charles: The guy in the shop said he'd call his boss to see
about a replacement and that they'd contact me in the next
few days.
Nick: So they asked for your address - is that right?
Charles: Yes, that's right. I guess that was pretty stupid of me.
Anyway, I got a letter from their lawyers this morning.
Nick: What did the letter say exactly?
Ill
Charles: They're threatening to sue me for defamation unless
I sign a retraction. They say that I'm trying to damage their
reputation by spreading lies about their business.
Nick: Well, they're probably just trying to stop you from taking
your campaign any further.
Charles: It's hardly a campaign!
Nick: Well, if you first told them that you'd write to all of the
mailing lists you know, and then you stood outside the shop
telling people not to buy their computers, they're probably
starting to get a little concerned about what's coming next.
Charles: Well, anyway- here's the letter. Take a .. .
Unit 4
Listening 1 1 Audio 4.1
Interviewer: Thank you for coming to speak to us, Professor
Poulos .
Professor Poulos: My pleasure.
Interviewer: My first question to you is this: what major
changes have you witnessed in terms of the types of white-
collar crime being committed since you began practising?
Professor Poulos: For some time now, we've been seeing more
white-collar crime being committed within corporations.
I'm not sure if it's because the justice department is
prosecuting more or whether there is indeed an increase.
I do think that with the growth of technology, however, the
opportunities for white-collar crime have increased greatly.
For example, a lot of computer crime, which we categorise
as white-co llar crime, is one such area of increased
opportunity. The internationalisation of the economy has
led to more opportunities for white-collar crime. Before the
federal government changed the sentencing of white-collar
criminals, the very strict punishments given for what one
would call regular, or street, crime drove many people from
street crime to white-collar crime because it gave them
more rewards for less risk.
Interviewer: What major changes have you seen in terms of
who is committing white-collar crimes? Is it senior company
management, mid-level mangers, employees, consultants ... ?
Professor Poulos: Today, we're uncovering a lot from the high
levels of the corporate structure. Enron is an example
of this. Certainly, we're seeing a lot of crimes committed
by high-level employees, and this has had a tremendous
impact both on investing, and on the way people regard
corporate governance.
Interviewer: What major changes have you seen in terms of
the social harm or impact caused by white-collar crime?
Professor Poulos: While violent crime frequently has a big
impact on the victims of that crime, it is usually fairly
limited. But when you have a savings and loan scandal,
as we've seen in the past, or an Enron scandal, those
crimes affect millions of people. Enron impacted large,
large numbers of people . These people were affected
either directly or indirectly by the corporate malfeasance
-the commission of wrongful acts - in the Enron case.
Many retirement funds were adversely affected following
investments in Enron. In a way, white-collar crime, in terms
of the number of its victims and the devastating impact
on its victims, ranks right up there among even the most
heinous, vio lent street crimes imaginable .
Interviewer: So if you were to define the most socially harmful
category of wh ite-collar crime, wou ld it be corporate crime
as you have just described, or something else?
Professor Poulos: I have two thoughts on this. One of the most
devastating forms of white-co llar crime that I see is fraud
on the elderly. It occurs with alarming frequency against our
elder citizens, who are often easily taken in by these kinds
Audio transcripts
 of scams. The other is the sheer mass of injuries inflicted
on investors in cases like Enron, which adversely affect the
system of investing in the US. Part of the slow recovery
of the economy is the effect of white-collar crime on the
investment environment.
Listening 2 I Audio 4.2
If the criminal has the bills for the falsely obtained credit cards
sent to an address other than the victim's, the victim may
not become aware of what is happening until the criminal has
already inflicted substantial damage on the victim's assets,
credit and reputation. The same is true of bank statements
showing unauthorised withdrawals.
Listening 2 I Audio 4.3
So, could banks themselves do more to protect their
customers? Banks often claim they will never send requests
for confidential information by email. However, according to
the report, some banks do just that. This sends out a mixed
message, confusing vulnerable customers who cannot tell
which emails are genuine and which are not.
Listening 2 I Audio 4.4
This is just the latest in a string of laptop losses that have
affected employees at Sun, Cisco and IBM . It's unclear whether
the laptops are being targeted because of the information they
contain , or if it's just random theft.
Listening 2 1 Audio 4.5
Seventy-two per cent of bins contained the full name and full
address of at least one member of a household. Two in five
contained a whole credit- or debit-card number that could be
linked to an individual. One in five bins contained a bank-
account number and sort code that could be related to an
individual's name and address.
Listening 2 I Audio 4.6
Changing addresses
According to experts , members of the public are placing
themselves at considerable risk from identity theft, and are
being told that they must be more vigilant about discarding
personal records.
With enough biographical information , a criminal can take over
another person's identity to commit a wide range of crimes ; for
example , false applications for loans, fraudulent withdrawals
from bank accounts, or obtaining other goods which criminals
might otherwise be denied. If the criminal has the bills for
the falsely obtained credit cards sent to an address other
than the victim's, the victim may not become aware of what is
happening until the criminal has already inflicted substantial
damage on the victim 's assets, credit and reputation . The
same is true of bank statements showing unauthorised
withdrawals.
If you think you may be the victim of identity theft, you should
place a fraud alert on your credit report as soon as possible .
You should then review your credit reports carefully. Look for
enquiries from companies you haven't co ntacted, accounts you
didn 't open and debts on your accounts that you can 't explain .
Once you have placed a fraud alert on your cred it report ,
potential creditors must use what the law refers to as
'reasonable policies and procedures' to verify your identity
before issuing credit in your name.
Listening 2 I Audio 4. 7
Phishing
According to a report from the consumer group Which?, banks
must be made more accountable for losses caused by so-
called 'phishing' frauds.
Phishing involves people being fooled by fake emails, claiming
to be from a bank, into giving out bank or credit-card details
to online fraudsters. The term is also used to describe the
practice of creating look-alike websites, often of banks and
other financial institutions, and duping people into visiting
them and giving out their personal information.
While banks generally repay money lost to victims of such
crimes, they may refuse to compensate the same person more
than once if the customer's negligence was a contributory
factor. So, could banks themselves do more to protect their
customers? Banks often claim they will never send requests
for confidential information by email. However, according to
the report, some banks do just that. This sends out a mixed
message, confusing vulnerable customers who cannot tell
which emails are genuine and which are not.
Listening 2 I Audio 4.8
Theft
Fidelity Investments have reported the loss of a laptop
containing sensitive employee information on 196,000 current
and former Hewlett Packard employees. The employees were
told this week that they are at risk of identity theft and that
they should take steps to protect themselves.
This is just the latest in a string of laptop losses that have
affected employees at Sun, Cisco and .IBM. It's unclear whether
the laptops are being targeted because of the information they
contain, or if it's just random theft.
Fidelity has good news for those affected. It appears the data
was encrypted and the encryption key has expired on the
machine, making the data more difficult to extract.
Listening 2 1 Audio 4.9
Bin raiding
A shocking new survey has revealed the potential extent of 'bin
raiding' by British fraudsters. The report shows how easy it is
for ID thieves to obtain personal information from household
rubbish. An examination of the c9ntents of 400 domestic bins
found that:
• 72% of bins contained the full name and full address of at
least one member of a household;
• two in five contained a whole credit- or debit-card number
that could be linked to an individual;
• one in five bins contained a bank-account number and sort
Code that could be related to an individual's name and
address.
In the US, the practice has been recognised as a real risk
to consumers and businesses for many years; 9.9 million
Americans have been the victims of identity theft, at an
average cost per person of $5,000.
Unit 5
Listening 1 I Audio 5.1
In today's talk, I'll be addressing the question of what
a corporation is, specifically how it differs from a sole
proprietorship or partnership. A corporation is a separate
and distinct legal entity. This means that it can open a bank
account, own property and do business, all under its own
name. The main advantage of a corporation is that its owners,
known as stockholders or shareholders, are not personally
liable for its debts and liabilities. For example, if a corporation
gets sued and is forced into bankruptcy, the 'owners' will not
be required to pay the debt with their own money. If the assets
of the corporation are not enough to cover the debts, the
creditors cannot go after the stockholders, directors or officers
of the corporation to recover any shortfall.
A corporation is managed by a board of directors, which
is responsible for making major business decisions and
overseeing the general affairs of the corporation. These
directors are elected by the stockholders of the corporation.
Officers, who run the day-to-day operations of the corporation,
are appointed by the directors.
One major disadvantage of a traditional corporation is double
taxation. A traditional corporation, known as a 'C-corporation',
pays corporate tax on its corporate income (the first tax). Then ,
when the C-corporation distributes profits to its stockholders,
the stockholders pay income tax on those dividends (the
second tax).
One way to avoid double taxation is to choose to be taxed as a
pass-through entity, like a partnership or a sole proprietorship.
That way, there is only one level of taxation . The corporate
profits 'pass through' to 'the owners, who pay taxes on the
profits at their individual tax rates. Corporations that make this
tax election are known as 'S-corporations '.
Listening 1 I Audio 5.2 .
So, as I was saying, corporations enjoy many advantages
over other business entities. However, the main advantage
of corporations - and remember this, all those future risk-
takers among you - is that stockholders are not liable for
corporate debts. This is the most important characteristic of a
corporation. In contrast, in the case of sole proprietorships and
partnerships, the owners are personally responsible for the
debts of the business. If the assets of the sole proprietorship
or partnership cannot satisfy the debt, creditors can go after
each owner's personal bank account, house, etc . to make
up the difference. As we 've seen, if a corporation runs out of
funds , its owners are usually not liable.
The second benefit of corporations is self-employment tax
savings . Earnings from a sole proprietorship are subject to self-
employment taxes. With a corporation, only salaries (and not
profits) are subject to such taxes.
The third advantage of a corporation is it's continuous life .
The life of a corporation , unlike that of a partnership or
sole proprietorship , does not expire upon the death of its
stockholders, directors or officers .
The fourth advantage is t he fact that it's easier for a
corporati on to raise money. A corporation has many avenues to
ra ise capital. It can sell shares, and it can create new types of
stock, with different voting or profit characteristics.
The fifth and last advantage is the ease of transfer. Ownership
interests in a corporation may be sold to third parties without
disturbing the continued operation of the business. The
business of a sole proprietorship or partnership, on the other
hand, cannot be sold whole; instead, each of its assets,
licences and permits must be individually transferred, and new
bank accounts and tax identification numbers are required.
Right, let's move on to the disadvantages. The first of these
drawbacks is the higher cost. Corporations cost more to set up
and run than a sole proprietorship or partnership. For example,
there are the initial formation fees, filing fees and annual state
fees.
The second disadvantage is the formal organisation and the
corporate formalities . A corporation can only be created by
filing legal documents with the state. In addition, a corporation
must adhere to technical formalities. These include holding
board and shareholder meetings, recording minutes, having the
board of directors approve major business transactions, and
corporate record-keeping. If these formalities are not observed,
the stockholders risk losing their personal liability protection.
While observing corporate formalities is not difficult, it can
be time-consuming. This is not the case with either a sole
proprietorship or a partnership, both of which can commence
and operate without any formal organising or operating
procedures - not even a written agreement.
The third and final disadvantage is unemployment tax.
A stockholder-employee of a corporation is required to pay
unemployment insurance taxes on his or her salary, whereas a
sole proprietor or partner is not.
Listening 2 I Audio 5.3
Zoe Cook: OK, you've all read Ms Solloway's letter. Any
comments before we hear from Sara?
David Wright: Zoe, I'm sorry, but we've known for a long time
now that we need to be more proactive on green issues.
Simon Travis: David, you 've seen the press release we put
out in Pavelh 2005 during the run-up to the Act. We all
agreed on the policy statement concerning the environment,
employment and our role in the community. This was all
published well before the Act even got a mention in the
press. How much more proactive can you get?
David Wright: Did the policy statement say anything about our
sourcing of palm oil?
Simon Travis: Not specifically, no . But let's be realistic about
this : how many people even know what palm oil is?
David Wright: Well, clearly this Pippa Solloway does , and the
bottom line is that just about all the palm oil used in our
own-brand products is sourced from South-East Asia . As far
as the environmental impact is concerned , I couldn 't say.
But all it takes is one letter to the press and a few Internet
searches on palm oil, and we 'll lose all that goodwill we've
built up from our customers over the years.
Simon Travis: Listen , Dave. We made sure that policy was
carefully worded to give us some room for flexibility in
the short term, but still committed us to a carbon-neutral
future.
David Wright: Well , clearly the message isn 't getting across ,
Simon. And whatever the policy may say, we need to get
our facts straight on this one. This Pippa Solloway is a well-
organised ca mpaigner who means business. I'm telling you ,
thi s letter is only the beginning. I want people to see us
as setting the agenda because we care about the fut ure.
I don't want them to thi nk we're only acting in response to
pressure.
Simon Travis: I think we're all agreeri on that one . Our
response needs to be swift. We start by sending Ms
Solloway a copy of the press release of Pavelh 2005,
Audio transcnpts
 together with our policies on green, social and employment
issues. What I want to avoid is her going to the press and
saying we've given in under pressure.
Listening 2 I Audio 5.4
Zoe Cook: OK, let's look at this step by step. Sara, you 've
come up with a few ideas . Maybe you can talk us through
your proposed strategy?
Sara Ball: Thanks . First, Simon -you're right. We are covered,
at least in part, by the press release and policy statement.
Ms Solloway's letter seems to be a cut-and-paste job from
a green website. It's very likely that she 's not aware of the
palm-oil stats , and has just picked on one issue to gauge
our reaction .
Zoe Cook: So if we go with Simon's suggestion, that's the end
of it?
Sara Ball : No , but it will buy us time. It's one thing being seen
to comply with regulations. Even better that we pre-empted
the Act and put out our policy ahead of our competitors.
But we need to be able to show that the policy really means
something. Before we can comment on the specific issue
of palm oil, we need to find out what the impact of our
sourcing is on the local environment.
David Wright: And if it turns out that the allegations are
correct?
Simon Travis: Then we thank Ms Solloway for drawing this to
our attention. We assure her that we are seeking alternate
sources for all our own-brand products , and that we'll do
everything in our power to encourage the big brands to do
likewise .
Zoe Cook: I agree. If it does turn out that we need to re-
source, we need to find a way of spinning the issue to our
favour. Simon?
Simon Travis: Well, that should be fairly straightforward . We
let the media know that we 're prepared to stand by our
own policy initiatives and call on our competitors to follow
our lead . They can wait until the regulations come into
force if they want. In the meantime, we 're doing everything
necessary to comply with the new provisions.
Zoe Cook: OK, this brings us to our implementation of
sections 1 72 and 417. Sara, maybe you could outline the
law before I go on ?
Sara Ball: Sure . Section 172 deals with directors' duties.
It provides t hat in exercising the duty to act in the
be st interests of th e company, directors must consider
the impact of operations on the community and the
environment.
Zoe Cook: And our position on this one is set out in our policy
guidelines?
Sara Ball: Yes , it is. However, section 417, which Ms Solloway
also mentions in her letter, discusses the contents of
the directors' report and introduces a new regime for the
reporting of business operations. Technically, we're under
no obligation to provide a 417 business review for at least
another 12 months. But if we can say that it's currently
being produced and will be published within the next ...
three weeks?
Simon Travis: Th en we can turn the situation round to our
advantage and maybe catch up on some of th e marketing
potential we failed to exploit when the policy was fi rst
published. Great !
Zoe Cook: I've made copies of sections 172 and 417 for
everyone. We're on track as far as t he rest of the Act is
concerned, but I need to be sure that we' ll be in compliance
with these new provisions when they come into force. OK, if
we can start by looking at section 172 paragraph 1 , I ...
Unit 6
Listening 1 1 Audio 6.1
Interviewer: This is an alumni profile of Michael Grant, a
Senior Associate at Ravenstone, Altman and Ofner, LLP .
Michael joined the firm four years ago and now advises
a wide range of clients on information technology,
communications, privacy, spam and intellectual property
law, representing them in contentious matters in court. He
is currently undertaking a Master's of e-Law at Monash
University. Michael , what does your work at Ravenstone
involve?
Michael: I advise on legal issues relating to information
technology, negotiate and draft agreements, and 1 litigate
cases in court. It's an extremely wide range of work,
from drafting software licence agreements to advising on
privacy and spam law to resolving disputes about copyright
ownership.
Interviewer: What does a standard day at the office involve?
Michael: There isn't really a standard day, because the work
mostly depends on what the clients need. But I usually
spend most of the day reviewing documents, drafting
agreements, meeting with clients and , of course, answering
emails. Supervising junior lawyers is also an important part
of most days.
Interviewer: What's the most difficult decision you've had to
make in your career?
Michael: Changing firms! At the beginning of my career, I
worked at a small firm specialising in patent law.
I spent much of my time reading and analysing scientific
and technical documents to determine in what ways an
invention was new and innovative. I drafted and submitted
patent applications to secure patents for the inventor.
I also had to write patent drafts, which are incredibly
detailed descriptions of the inventions in precise legal
terms; they form the basis for the patents that are granted
by the patent office.
Interviewer: Mm , sounds interesting ...
Michael : It was interesting, although at times extremely
difficult and demanding. But I quickly realised that what I
liked best was working closely with the other lawyers on
litigation, defending or enforcing patents. I also particularly
liked advising clients. Working with people was more
exciting than doing all that research alone. I finally made
the difficult decision to switch to another firm. But it was
definitely the right decision!
Interviewer: What is the most enjoyable aspect of your job?
M ichael: I enjoy being in the courtroom, litigating a case
and bringing it to a satisfactory conclusion. And strangely
enough, I also enjoy drafting contracts. There's something
about the challenge of taking a complex commercial
transaction and expressing it clearly and concisely that
really appeals to me.
Interviewer: What is the most stressful or difficult aspect of
your job?
M ichael: Clients often require us to meet tight deadlines.
Like buses, several always come at once! But becau se the
work we do is usually based around transactions or court
appearances , the high-stress periods typically only last for a
few weeks before things start to return to normal.
Interviewer: What led you to be working at a commerc ial
law f irm?
Michael : I realised pretty early in my studies that I had an
affinity for commercial law. After my second year,
I completed an internship during the summer at a big
commercial law firm which specialises in maritime law
 and carriage of goods by sea. I learned a bit about what's
known as 'dry work' .
Interviewer: Dry work?
Michael: Yeah, things like resolving charter party disputes,
handling cargo claims and disputes concerning bills
of lading and contractual claims. I also learned all the
incoterms like FOB, CFR, CIF, EXW, and the rest.
Interviewer: I'm not sure that everyone" will be familiar with
incoterms. Could you briefly explain what they are?
Michael : Of course. lncoterms are a series of international
sales terms that are widely used throughout the world.
They're maintained by the International Chamber of
Commerce.
Interviewer: Thanks. You were telling us about what you
referred to as 'dry work'.
Michael: That's right. Some people might think the 'wet work '
is more exciting, because it deals with collisions and
groundings and salvage and torts. But I didn't do any of
that- I was given the dry work and contractual stuff, which
I liked. The challenge of shipping work is navigating through
a maze of different conventions, laws and regulations which
apply to the different areas. It was a valuable experience,
but ultimately maritime law wasn't for me. So I got a look at
two areas of commercial law - maritime law and patent law
- before I finally discovered IT law.
Interviewer: Hm. What led you to return to postgraduate
study?
Michael : When I was an undergraduate , there were no law
subjects offered on information technology law, so the
Master's is really the first chance I've had to sit down and
study information technology law in an academic setting.
Interviewer: Do you have any career advice to pass on to
current students?
Michael: Yeah -try out as many different types of work and
areas of the law as you can! Then choose a career that you
have a real interest in . Marks are important to employers,
but more important is a genuine enthusiasm to do the job.
Listening 2 I Audio 6.2
Jenny Miller: Hello, Clive, thanks for coming by.
Clive Sanborn: That's fine . Always good to see you, Jenny. I've
just gone through your agency agreements. There are a few
points I need to check with you.
Jenny Miller: Sure .
Clive Sanborn: OK, first - when do you want to end them?
Jenny Miller: As soon as possible.
Clive Sanborn: And you haven't had any problems with your
agents?
Jenny Miller: None at all. The agents have done a great job, sales
are excellent. In fact, education authorities throughout France,
Spain and Portugal are now putting in regular repeat orders.
Clive Sanborn: I see. That's a shame - if they were in
breach of contract, we could possibly avoid paying them
compensation . Right, so you 've had no difficulties with them
- it's just that you don't need them any more?
Jenny Miller: That's right, at least not in those countries. The
number of new customers they're bringing in just doesn't
justify the commission they're still getting from the repeat
orders.
Clive Sanborn: And you want to end t he agreements as quickly
as possible without incurring too much expense?
Jenny Miller: Exactly.
Clive Sanborn: We ll , as I said, unless the agents are
actua lly in breach , they will certainly be entitled to some
compensation, especially if you end the agreements without
notice. Alternatively, you can wait for nine months and not
have to pay a thing.
Jenny Miller: Nine months?! We can't wait that long!
Clive Sanborn: Well, I think it ... yes, clause nine of your
agency agreement provides that: 'Where the contract has
been agreed for an indefinite period it may be terminated by
either party thereto giving, by registered letter, six months
notice prior to the end of a calendar quarter.'
Jenny Miller: And we've just missed a calendar quarter!
Clive Sanborn: Unfortunately, yes .
Jenny Miller: So, how much are we talking about to end the
agreement now?
Clive Sanborn: Well, commercial agents operating in the EU
have been given a lot of protection recently. Your agreement
doesn't provide for an indemnity, but the law does provide
for generous compensation should you end it before the
end of the contractual notice period.
Jenny Miller: And how would any compensation be calculated
were we to end the agreements immediately?
Clive Sanborn: Each agent would be entitled to compensation
on the termination of the agency agreement 'for the
damage he suffers as a result of the termination of his
relations with his principal'.
Jenny Miller: What kind of damages do the regulations provide
for?
Clive Sanborn: Under the regulations , an agent will suffer
damage when he is deprived of commission which proper
performance of the agency agreement would have procured
for him.
Jenny Miller: So basically we're talking about compensating for
lost commissions during what would have been the notice
period?
Clive Sanborn: More or less, yes - although there is no actual
upper limit on the amount of compensation that may be
granted. This is where the payment of compensation differs
from the payment of indemnities.
Jenny Miller: How? Aren 't they pretty much the same thing?
Clive Sanborn: Similar, but not the same. Indemnities are
capped. at one year's average commission . They will only be
paid if specifically provided for in the agreement, and that's
not the case here.
Listening 2 I Audio 6.3
Jenny Miller: Is it likely that we'd have to compensate beyond
the notice period?
Clive Sanborn : It really depends on the circumstances , but
probably not, no.
Jenny Miller: I imagine that we could make a generous-looking
offer to discourage them from seeking full damages.
Clive Sanborn: That would probably work, yes. But
compensation isn 't limited to lost commission .
Jenny Miller: No?
Clive Sanborn: No. If you're serious about ending the
agreements immediately, the termination may result in your
agents being unable to, in the words of the regulations,
'amortise the costs and expenses which he has incurred in
the performance of the agency contract on the advice of his
principal' .
Jenny Miller: Do what to the costs?
Clive Sanborn : Amortise them , pay them off. As principal ,
Chance would normally reimburse the agent once they'd
been invoiced.
Jenny Miller: So we need to cover any reasonable expenses?
I'd assumed that was the case.
Audio transcripts
Clive Sanborn: Of course, the alternative would be to simply
cancel the agreements and hope the agents don't sue for
damages.
Jenny Miller: Phew ... that sounds a bit risky!
C.live Sanborn: Well, yes, I know it's hardly ethical business
practice, but even so, you could save yourself quite a bit of
money. There's a one-year limitation period for cla ims by the
agents.
Jenny Miller: So as long as they don 't cla im for the next year,
we'd be OK?
Clive San born : Yes, and even if they did claim, they'd probably
accept a decent settlement.
Jenny Miller: Clive, it's tempting- but I think the best thing
would be for us to work out an acceptable compensation
package.
Clive Sanborn : Sure. Oh, there is one other th ing to consider.
Essentially, what you're planning to do is breach the
contract and offer compensation below what you would have
expected to pay in commission fees .
Jenny Miller: That's right.
Clive Sanborn : OK, but have you cons idered the implications of
having a number of well-trained, motivated agents who have
just lost a steady income avai lable to your business rivals?
Jenny Miller: We included a restraint-of-trade clause in the
agreements. I remember we wanted five years, but the
regulation s would only allow us a maximum of two.
Clive San born : That's right. Two years after termination of the
agreement.
Jenny Miller: So if we cancel the contract immediately, our
agents could start acting for our competitors in two years?
Clive Sanborn: Yes, whereas if you saw the notice period out,
you'd be safe for another two years and nine months. Well ,
as safe as th e law allows. The activities of your former
agents would at least be severely limited.
Jenny M iller: Only limited? But they wouldn 't be able to take
our existing customers to rival companies, wou ld they?
Clive Sanborn : It's like this. The regulations provide that any
restraint-of-trade clause in an agency agreement will be
vali d if it's in writing and relates both to the geographical
area or group of customers covered by the agency and to
the kind of goods covered by the agency.
Jenny Miller: Which is why you insisted we adhere so strictly to
the regulations.
Clive Sanborn: Exactly. If we'd drafted an unreasonably
restrictive clause, the re would have been a good chance
that it would simply have been stru ck out were we to end
up in litigation.
Jenny Miller: Oh, well , at least we don 't have to worry about
th at happening.
Clive Sanborn: Actually, we can 't be a hundred per cent
ce rtain. We need to consider whether or not a court would
actually uphold the restraint-of-trade clause following your
defaulting on the notice period.
Jenny Miller: And do you think it would?
Clive Sanborn : Well , remember, essentially what you 're
proposing is to breach the terms of the agreement. You
couldn 't expect too much sympathy from the court should
yo ur agents t hen find similar work with a rival company.
Jenny Miller: Phew. I can see that this is going to be more
co mplicated than I'd thought. OK, I think I need to speak
to Tom before we t ake any further action. Could you put
togeth er a few wo rd s on what we 've just discussed?
Clive Sanborn : Sure , I'll outline the various options and
possible consequences.
Jenny Miller: And if you could draft some kind of compensati on
package in case we decide to end th e agree ments, that
wou ld be great.
Clive Sanborn: No problem. I'll have it to you by Thursday.
Unit 7
Listening 1 I Audio 7.1
OK, I'll move on now to my next point. And this one is
particularly important for potential investors in real property. It
deals with the question of who's allowed to buy real property in
Ukraine. Genera lly, both res idents and fore igners are allowed
to buy and sell property. Individuals and lega l entities (by which
I mean companies) are also perm itted to do so. But I must
point out that there are some signif icant exceptions.
The most important exception concerns agricu ltural land ,
or farmland, wh ich foreigners are not allowed to own . This
includes foreign entities. Even joint ventures, where Ukrainians
and foreigners cooperate together, cannot buy farmland. And
if a foreigner inherits agricultura l land, he or she has to sell
it within a year. So , it is not possible for foreigners to own
farmland. Let me stress that although foreigners can 't own
farmland, they are allowed to lease it. And this also includes
business entit ies.
The situation with non-agricultural land is quite different. In
this case , it is possible for foreigners, either individuals or
companies, to have ownership rights to land within or outside
settlement boundaries. But I should stress that this is only
under certa in circumstances. These circumstances include ,
for exampl e, if a foreigner or foreign entity buys buildings or
other structures on the land. They are also permitted to have
ownership rights to land if they want to build facilities for the
purpose of carrying out business in Ukraine . So, if they plan
to do business and buy existing facilities or construct new
facil ities for business, they may have certain ownership rights
to land.
Now, let's turn to a very important point: the circumstances
under wh ich foreign ownership of land in Ukraine is possible.
By this, I mean simply ownership of land itself, and not
facilities on the land for doing business. A common way is for
a foreign company to buy shares in a Ukra inian company that
owns land . Many foreign companies take advantage of this
indirect way of acquiring a right to land.
Listening 2 I Audio 7.2
Secretary : Novak and Fialova , how may I help?
Ms Cervera: Hello , ca n I speak to Ms Fi alova, please?
Secretary: Certainly. Can I tell her who 's calling?
Ms Cervera : It's Marta Cervera from Jacksons in Valenci a.
Secretary: I'll put you through .
M s Fialova: Hello, Ms Cervera?
M s Cervera: Hello, yes. I'm calling about my recent email.
Ms Fialova: I thought so , good to hear from you . How can
I help?
M s Cervera: I wondered if it would be possible to discuss
some of the points over the phone?
M s Fialova: Of course.
M s Cervera : Well, first , thank you very much for all of the
detailed information you sent me. My partner and I are very
interested in buying a property in Prague. Should we go
ahead , we wondered if you could handle the conveyance .
Ms Fialova: I'd be very plea sed t o. It's a buy-to-l et pro perty t hat
you 're interested in , is th at right?
Ms Cervera: Yes, that 's right. We first co nsidered the idea a
year or so ago, but at the time it wasn't possible. An old
insurance po licy of mine has just matured , and we're now
able to go ahead .
Ms Fialova: Well, you may have missed some of the real
bargains. But there are still plenty of reasonably priced
properties available.
Ms Cervera: So I've heard. I think I mentioned in my email
that a colleague of mine had recently bought a property in
Prague with your help. It was Jordi that suggested I call.
Ms Fialova: Really? How is Mr Forrat?
Ms Cervera: He's very well, thank you. He sends his regards.
Ms Fialova: Thanks, please send him mine.
Ms Cervera: Your email was very detailed, but I wonder if you
wou ldn't mind talking me through the essentials? I plan
to visit some properties sometime next month, but would
first like to be clear on the legal issues involved in property
purchase in the Czech Republic.
Ms Fialova: Well, first you should know that it's quite
bureaucratic; there's a lot of paperwork to complete. The
whole process takes an average of about four months.
Ms Cervera: Four months? That does sound a long time. OK,
so what do I need to know?
Ms Fialova: First, as an EU citizen, you can buy a secondary
residence in Prague under exactly the same terms as
citizens of the Czech Republic, and will be entered into the
cadastral register.
Ms Cervera: The cadastral register?
Ms Fialova: Yes, or the cadastre. It's the public register of all
real property in a country, in this case, in the Czech Republic.
Ms Cervera: Right, so I don't need to form a limited company
first to own property? I thought I did.
Ms Fialova: No, this requirement ·has been repealed since we
joined the EU. You can now own property directly. However,
some people still choose to incorporate.
Ms Cervera: Mm-hm. Why? Are there tax advantages?
Ms Fialova: It depends. You're probably better off talking to a
local accountant, but I do know that as a company, there
are certain tax advantages.
Ms Cervera: Such as?
Ms Fialova: Well, for example, you wouldn't have to pay stamp
duty- that's the property transfer tax, which would normally
be levied by the state on the sale of real estate. Actually,
over here, stamp duty is normally paid by the seller anyway.
Ms Cervera: OK, well, I guess I should look into this. If I did
choose to form a company before buying, how long would
incorporation take?
Ms Fialova: Sorry, can you say that again, please? You're
breaking up.
Ms Cervera: Sorry, I'm calling you from my mobile on a train
-we just went through a tunnel. I wanted to know how long
it would take to set up a company.
Ms Fialova: About six to eight weeks. I know it sounds like
a long time, but that can't be avoided. If you do decide
to incorporate, then I can recommend a good company
formation agent.
Ms Cervera: Great, thanks.
Ms Fialova: You're very welcome.
Listening 2 1 Audio 7.3
Ms Cervera: OK, so are there any other costs I should know
about?
Ms Fialova: Not really. There are a few other small fees ,
besides my own, like the cost of getting all the documents
translated. I'll include all of this in my bill. I'm assuming you
want Spanish versions of the documentation?
Ms Cervera: Yes, I do. I'd also like a copy of the contract in
English. Do all of the documents need to be notarised?
Ms Fialova: For extra security, it is best to have them
notarised. I can do this for you. There are some documents
I'll have to draft myself, such as the purchase agreement.
Ms Cervera: Mm. Actually, I've already seen a copy of the
standard form purchase agreement the estate agents use.
Ms Fialova: Right. Well, agents do often provide their own
·agreements. But it would certainly be good for me to read
it through before you sign it. I may have to redraft it for you,
and it should take the form of a deed . Anyway, we'll make
sure that all of this is done properly.
Ms Cervera: OK, then I'll forward you the purchase agreement,
together with all of the other documents I've collected so
far.
Ms Fialova: That's fine. You said you'll be using money from
an earlier investment. Does this mean you'll be buying the
property outright?
Ms Cervera: No, we 'll probably pay a deposit of around 25 per
cent and finance the rest with a mortgage. If things go wel l,
we may then invest in more flats .
Ms Fialova: Twenty-five per cent sounds about right. When
it comes to foreign buyers, banks want to reduce their
exposure to risk; they generally ask you to put down
between ten and 30 per cent of the property value.
Ms Cervera: That's what I'd understood. Another question-
sorry, I know I'm jumping around quite a bit here- we plan
to view several properties, but there's one we're particularly
interested in. However, it's still under development. Well,
reconstruction work, actually- it's being given a complete
face lift.
Ms Fialova: OK. Er, I'm sorry, what was your question?
Ms Cervera: Sorry, yes. According to the developer, they'll
install a lift and underground parking. Would all of this be
included in the purchase agreement?
Ms Fialova: Details of any uncompleted work should be
included, yes. You could keep some of the purchase money
in escrow so that the developer pays a penalty if the
work isn 't completed within, say ... when is the property
supposed to be ready?
Ms Cervera: Ten months.
Ms Fialova: OK, then I'd suggest we stipulate that the work
has to be completed within a year, otherwise the developer
will pay a penalty.
Ms Cervera: Ah-ha. And what if the developer goes bankrupt?
Ms Fialova: That's rare in the Czech Republic. Most developers
use their own money to finance reconstruction. You could
keep your money in an escrow account for safety if you
were concerned. What we do need to get done as soon as
possible is the title search.
Ms Cervera: The title search?
Ms Fialova: Yes , it's essential to make sure that there are no
problems hiding in the past that could prevent or delay sale.
Ms Cervera: What kind of problems?
Ms Fialova: Oh, the usual ... we need to check that there 's
been no fraud or forgery along the way that could affect
the chain of title. We sometimes uncover disputes between
heirs , unpaid liens .. .
Ms Cervera: Liens?
Ms Fialova: A lien is simply a charge against property. If
someone has used the property as security for a loan, we
need to know that the lien has been satisfied. If not, the
lienholder would have a legal claim against the property.
Ms Cervera: Right, sure . Well, it all sounds very complicated.
Ms Fialova: It's not as bad as it sounds, but we need
to be thorough. There are a who le range of possible
encumbrances that could prevent or delay the sale . One
other thing we'll be looki ng for is any restrictive covenants
that could limit your use of the property.
Ms Cervera: What, li ke no animals - that kind of thing?
Ms Fialova: That kind of thing, yeo,. Also easements.
Ms Cervera: Easements, I know. That means the right to use
another person 's real estate for a specific purpose.
Audio transcripts
Ms Fialova: Very good, so you're fam iliar with some aspects of
property law?
Ms Cervera: Not really, but my grandfather once bought a
piece of land without realising that the local farmers had
the right to herd the ir sheep on it!
Ms Fialova: Well, sheep shouldn't be a problem, but there
could be other rights of way that might interfere with any
plans you might have for future development. I'm sorry, I'm
expecting a cal l in a few minutes, so don't have much t ime
left. Is there anything else you wanted to ask?
Ms Cervera: Just one more thing. I need to find a letting agency
- I th ink it would be better to have an agency deal with the
tenants than doing it privately. Can you recommend one?
Ms Fialova: Actually, yes, I do know someone - my brother.
Ms Cervera: Of course, Jordi said he was letting through your
brother. Apparently everyth ing is going very well.
Ms Fialova: I'm pleased to hear that. Marek does take his
work seriously. I'l l ask him to contact you to arrange a
meeting when you're next in Prague. In the meantime, I'll
ask him to send me a copy of the standard form tenancy
agreement he uses. We can use this as a basis for your
own tenancy agreement once we have the details of the
property and your future tenants.
Ms Cervera: Thanks. Would Marek also be able to help in
finding suitable tenants?
Ms Fialova : Of course. It might also be useful if you could
come by to discuss the next stages when you've viewed the
properties.
Ms Cervera: Yes, that would be good . I'll be in touch nearer
the time. Thanks very much for your help.
Ms Fialova: Not at all, and thanks for call ing. Goodbye.
Ms Cervera: Goodbye.
Listening 3 I Audio 7.4
Ms Cervera: Hello?
Ms Fialova: Hello, is that Ms Cervera?
Ms Cervera: Oh, hello. Ms Fialova, isn't it?
Ms Fialova: Yes. Do you have a moment?
Ms Cervera: Certainly.
Ms Fialova: Thanks. I've just received the translated tenancy
agreement and wanted to check on a couple of things for
Marek before he sends this and the original version for you
to sign.
Ms Cervera: Sure , what do you need to know?
Ms Fialova: First, can I check what kind of agreement you
wanted? Basically, it comes down to the Czech equivalent
of the periodic tenancy or the shorthold tenancy. There are
other options available, but I wouldn't recommend them for
your circumstances.
M s Cervera: The periodic is the one that is automatically
renewed at the end of the tenancy period, right?
Ms Fialova: Yes. And the shorthold guarantees a fixed period,
after which you need to sign a new agreement. It runs from
month to month once the fixed term has passed.
Ms Cervera: OK. I think that's what we've decided would be
best.
Ms Fialova: Yes, I think it probably is. Actually, before I forget,
I don't have the full address here. All I have is the street
name - Laubova.
M s Cervera: It's Laubova 5.
M s Fialova: Laubova 5. OK. So back to the fixed term.
Shall we fix the tenancy period at six months? That's the
statutory minimum. You can always sign another agreement
when thi s one run s out. With a six-month initial term , you
should have fewer problems getting ri d of t he tenants if
t here are any problems.
Ms Cervera: That sounds sensible. What else do you need to
know?
Ms Fialova: OK. What about the rent? I have here that the
tenancy starts on the first of September with a monthly rent
of 12,000 Czech crowns to be paid on the 28th of each
preceding month. My brother thinks you can probably get at
least another three thousand more.
Ms Cervera: Rea lly? OK, well, if he th inks so, then that's great!
Actual ly, make it 14,000 crowns. I'd like the tenants to
think they were getting a good deal, maybe it will encourage
them to look after the place!
Ms Fialova: Well, OK. But remember, you do have the deposit.
Is two months' rent OK? That's the standard sum here.
Ms Cervera: Sure. Two months should be enough if they do
fall into arrears. Any major problems, and I'm covered by my
insurance.
Ms Fialova: OK, I think that's it. We can easily change
anything, but it's best to have the first drafts signed off as
soon as possible.
Ms Cervera: Is there anything else you need from me?
Ms Fialova: No, that's it. I'll get a copy of the agreement for
you to sign as soon as possible.
Ms Cervera: Great. And thanks again for all your help. Bye.
Ms Fialova: Goodbye.
Unit 8
Listening 1 I Audio 8.1
Professor Donelly: Professor Zhang, I was wondering if you
could tell us more about the Ch ina International Economic
and Trade Arbitration Commission. How is it structured?
Professor Zhang: Well, the CIETAC was set up by the Ch inese
Government in 1956. Its sole purpose is to settle
international commercial disputes - that is, disputes
between fore ign firms and Chinese legal persons. As far
as its structure is concerned, the CIETAC consists of three
specialised committees . One committee is responsible
for research on arbitration procedures and substantive
legal issues, and provides advisory opinions. It also deals
with arbitration rules and training arbitrators. The second
comm ittee edits the awards of completed cases. The
third committee is responsible for the CIETAC's panel of
arbitrators. It examines and reviews the qualifications and
performance of the CIETAC's arbitrators.
Professor Ollsson: You mentioned that China is a party to
different international conventions. Could you tell us more
about these?
Professor Zhang: Certainly. I'm glad you asked. China is a
signatory to two major conventions, the New York Convention
of 1958 and the Washington Convention of 1965. This
means that foreign arbitration awards are recognised and
enforced in China. China has signed other bilateral and
multilateral treaties with various countries. These treaties
also affect the way arbitration is carried out in China. Another
question? Yes, the young man in the blue sweater ... ?
Nicholas O'Brien: Yes, thank you, Professor Zhang, my name is
Nicholas O'Brien from ELSA. I'm afraid I didn't understand
what you said earlier on about the right to appeal to the
courts. Could you explain that a little more?
Professor Zhang: Of course. It's one of the main conditions
that apply for parties who have entered into an arbitration
agreement. When parties have entered into such an
agreement, they give up the right to appeal to a judicial
body. What this means is that disputes arising under
an arbitration agreement can only be dealt with through
arbitration . So , an agreement t o settle disputes by
arbitrati on made in China will exclude any recourse t o
judicial decision. The courts will refuse to hear cases in
which prior arbitration agreements have been made.

Nicholas O'Brien: Thank you, Professor Zhang. I'd like to ask
another question, if I may. We are holding a simulation of a
well-known Chinese arbitration case tomorrow, the 'peanut
kernel ' case . Some of the students who will participate
tomorrow are here today. I was wondering if you could give
us any tips ... ?
Listening 2 1 Audio 8.2
Ms Cooper: Mr Tyler, I've read the letter from Ms Loushe's
solicitor. I have to say, it does look as if you've got yourself
into a rather serious situation. Could you tell me exactly
what happened?
M r Tyler: Well , I haven't seen Jaycee since last Tuesday, and
this morning I got this letter. Her disappearing like that's
caused me no end of trouble. She won't be getting her last
month 's salary, that's for sure.
Ms Cooper: Mr Tyler, I'm not quite sure you understand what
Jay ... Ms Loushe is alleging. If what she says is true ,
you could be paying quite a lot more than simply her final
month's salary. Before I can give you any advice, I need to
establish the relevant facts.
Mr Tyler: Er ...
M s Cooper: Please do give as much detail as possible, and
try not to avoid any facts which may be uncomfortable.
It's better I hear everything now in order to avoid any
unfortunate surprises later.
M r Tyler: Right. Well , she 's been with us for just over a year.
We hired her 'cause the last secretary got pregnant.
Actually, that one was pretty useless. We ended up firing
her for professional negligence. Quite handy really, saved us
having to pay maternity leave .
Ms Cooper: It's probably best just to stick to the facts
surrounding this particular secretary's decision to leave.
Mr Tyler: Well, we 've been losing lots of clients recently. We 've
also been losing a lot of lucrative contracts. There's one
firm in particular that's managed to get in three offers just
below our own. In the space of about a year, we 've gone
from rapid growth to virtual stagnation .
Ms Cooper: And you think that this is in some way connected
with Ms Loushe?
Mr Tyler: I'm sure of it.
Ms Cooper: I see. Now, you say you 've been losing business
for about a year.
Mr Tyler: Yes, and it's no coincidence t hat Jaycee's been with
us for the same length of time.
M s Cooper: I think you 'd better tell me just what you suspect
Ms Loushe of having done. The letter makes reference to
an allegation you apparently made against her concerning
her theft of confidential information .
Mr Tyler: Yes. Well , I'd been trying to work out why we've been
losing so many clients, when my wife told me about a play
she heard on the radio about a secretary who got the sack
from a firm of private detectives. When the woman in the
play found out she was going to be sacked, she made a
copy of the client list and sold it to a rival firm .
M s Cooper: And do you have any proofthat this is what Ms
Loushe has done?
Mr Tyler: Well , when I got chatting to a friend down the pub
about it, he said th at she had som ething of a re putati on.
A bit of a gambler, apparently. I reckon she's been selling
details of our clients and bids to rival firms in order to
finance her habit. It's also possible that this one company
is blackmai ling her into continuing to sell secrets, but that's
just one theory I'm working on.
Ms Cooper: So these are just suspicions?
Mr Tyler: Well, of course, I never actually saw her making
copies of confidential information . But it's pretty obvious
what's been going on .
'II
Ms Cooper: I see. The letter also suggests that Ms Loushe is
considering a claim for defamation. Why might that be? Was
anyone else present when you made these allegations?
Mr Tyler: Yes, there was. I saw her and one of the other girls
laughing about me the other day. Actually, it was the day
after I'd been talking to my friend about her gambling.
'Don't think I don't know what's been going on!' I said.
I wanted to warn her in front of the other girls in case they
got any smart ideas about cheating me themselves.
Ms Cooper: And besides the other office workers, did you say
anything to anyone else about your suspicions concerning
Ms Loushe?
M r Tyler: Yes, I called the personnel managers of some of the
major construction firms in my area to warn them about her
should she try to get a job with them. As far as I could see ,
I had no choice, it's a question of professional ethics.
Ms Cooper: Quite .
Listening 2 I Audio 8.3
Ms Cooper: Mr Tyler, from what you tell me, I have to advise
you that if this does go to a tribunal, it will be very difficult
for us to put together a convincing defence. Unless you
were able to provide concrete evidence of the alleged
theft, you'd have very little chance of avoiding substantial
damages against you.
Mr Tyler: You mean she's going to get away with this?
M s Cooper: Mr Tyler, I'm not entirely convinced that Ms Loushe
can be blamed for your firm 's current financial troubles . If I
were advising Ms Loushe , I would certainly be encouraging
her to take the case to a tribunal. Your best chance of
avoiding litigation is to offer a settlement generous enough
to make Ms Loushe think twice before going any further.
Mr Tyler: And just how much will I have to give her?
Ms Cooper: Well, that depends on several things . I think that
first it might be useful for me to talk you through what is
likely to happen should Ms Loushe decide to litigate .
Mr Tyler: Right.
Ms Cooper: OK, firstly the claim is for constructive dismissal.
Ms Loushe has resigned in response to a repudiatory
breach of contract by you, her employer.
Mr Tyler: Repudiatory?
Ms Cooper: Very serious. She is claiming that you have falsely
accused her of stealing confidential information on very
little evi dence.
Mr Tyler: And you 're sure I can 't fight this?
M s Cooper: If it goes to tribunal , the burden of proof will be
on Ms Loushe to show that she resigned in response to a
breach of contract so fundamental that she could not have
been expected to continue working for you any more.
Mr Tyler: So it's up to her to prove her case? Well , that's good
for me, isn 't it?
Ms Cooper: It really depends on how difficult it will be for Ms
Loushe to prove. After all you 've told me, probably not very.
To defend the case, we must show that the dismissal was
'fair' . Employment legislation provides for five permitted
reasons: conduct, capability, redundancy, illegality or some
other substantial reason.
M r Tyler: And if I can 't show this?
Ms Cooper: Then her dismissal will be held to be unfair. If this
happens, you will be liable for both damages and costs .
Generally speaking, costs are awarded to the preva iling
party, the winning party. However, I must warn you that even
if we are able to plead one of these five permitted reasons,
the tribunal must then decide whether you have acted
reasonably.
Audio transcripts
Mr Tyler: I gave her a chance to admit what she'd done!
I didn't sack her on the spot, I think that was more than
reasonable!
Ms Cooper: I don't think the tribunal will see it that way. A
dismissal will usually be automatically unfair if an employer
has failed to follow the statutory dismissal and disciplinary
procedures. This is almost certainly the case here.
Mr Tyler: So how much will I have to pay?
Ms Cooper: The damages will be made of t wo separate
awards, the basic award and the compensatory award.
Mr Tyler: Two awards?!
Ms Cooper: Yes. The basic award is calculated according to a
formula based on age, length of service and gross pay. The
compensato ry award is to compensate for the loss suffered
through being unfairly dismissed.
Mr Tyler: And how much will that be?
M s Cooper: It's subject to a maximum which is currently
£58,400. But remember, it's not just the tribunal action you
could be facing, there's also the threat of a defamation suit
to consider.
Mr Tyler: There 's no way my company could afford all that.
Ms Cooper: Mr Tyler, I hope you agree with me that it is in your
best interests to make a generous offer of a settlement
before this goes any further. You may want to consider
offering her the promotion and increase in salary to which
her lawyers allude in their letter.
Unit 9
Listening 1 I Audio 9.1
Right, well , at this point, I would like to talk about the Laval
case. This is considered by many to be a landmark case,
one that is likely to have a considerable impact on labour
policies in the European Union. The case should be seen in
the context of the enlargement of the EU, and in the context
of growing concerns over the use of less-expensive foreign
workers to undercut local wages, the so-called 'wage dumping'
phenomenon. It is believed that the case may have an impact
in other countries that do not have a minimum wage, but
instead rely on collective-bargaining agreements to protect
workers .
So , what are the facts of the case? It involved construction
workers from a Latvian company called Laval, who were
employed t o renovate and expand a school in the Swedish
town of Vaxholm in 2004. The renovation work was handled
by a subsidiary of the Latvian company, called L. and P.
Baltic Bygg. Sweden's construction union accused the Latvian
co mpany of paying their workers wages that were far lower than
allowed . Then the union blockaded three of the building sites.
They wanted to pressure the company into signing a collective-
wage agreement. This action forced the subsidiary that was
handling the work, L. and P. Baltic Bygg, into bankruptcy. The
workers went back to Latvia.
The lawsuit went up to the Swedish Labour Court, which called
in the European Court of Justice. On December the 18th,
2007 , the ECJ ruled that a Swedish trade union had no right
to try to fo rce a Latvian company to pay its workers a locally
determined minimu m wage . It held that because no minimum
pay levels are set by Swedish law, the trade union was wrong
to block the Latvian company's work site . While the court
recognised the right of workers to take co llective actio n, it sa id
t hat the pi cketing in t his ca se had rest ricted t he right of the
Latvian company to provide services. It declared the actions
taken against Laval to be incompatible with the EU Posting
Directive, which was adopted to ensure fair working conditions
for workers sent by their companies to a different EU country,
The ruling declared that 'Such action in the form of a blockade
of sites constitutes a restriction on the freedom to provide
services, which, in this case, is not justified with regard to the
public interest of protecting workers'. However, the court also
said that 'the right to take collective action for the protection
of workers of the host state against possible social dumping
may constitute an overriding reason of public interest' in some
cases.
What were some of the reactions to this case? Well, the
European Trade Union Confederation -the ETUC - stated
that it was disappointed. In its view, the ruling challenges the
successful system of collective bargaining in Sweden and other
Nordic countries. They feared that the decision could interfere
with trade unions' ability to promote the equal treatment and
protection of workers regardless of their nationality.
Listening 2 I Audio 9.2
M r Connor: Good morning, Mr Jones. Please come in . Take a
seat.
Mr Jones: Hello. Thank you.
Mr Connor: I realise you must be very concerned at the
moment, but I'm hoping we'll be able to work out some kind
of amicable settlement that all parties can accept.
M r Jones: You really think so?
Mr Connor: Yes . It's not normally in anyone 's interest to go
to court if it can be avoided. I think it would be useful if I
could outline what I understand the facts of the case to be .
Then I'll explain the legal issues.
M r Jones: OK.
M r Connor: Please do stop me if I've misunderstood anything.
M r Jones: Sure.
M r Connor: Let's start with your current circumstances. Right,
so you're co-owner of a small restaurant in Scotland , and
are selling your half of the business in order to go into
partnership with someone in Austria, to open another
restaurant . Is that right?
M r Jones: Yes. Although I've now sold my half of the restaurant
in Scotland. And the person I'd planned to go into business
with isn't Austrian. He's Turkish, but has lived in Germany
most of his life .
M r Connor: Germany? Not Austria?
M r Jones: Yes, Germany. But he's living in Slovenia at the
moment. He'll move to Austria to help run the restaurant. At
least, that was the pl an.
Mr Connor: OK. So he 's Turkish , has lived most of his life in
Germany, is currently living in Slovenia, but plans to move
to Austria.
M r Jones: Well , he planned to, until we hit this problem with
his nationality.
Mr Connor: Can I ask why you decided to set up business in
Austria?
Mr Jones: I'm getting married to an Austrian woman . She 's
from lnnsbruck, where the restaurant is.
Mr Connor: I see. Can I just check, you're a British national, is
that right?
Mr Jones: I have dual citizenship: my father's American . I've
been living in the UK for much of the past ten years. My
restaurant attracted a lot of tourists , and I liked to be there
during the busy period s.
Mr Connor: And where do you live the rest of the time?
Mr Jones: Mostly in Ame rica. I'm still officia lly res ident in
Ke nt ucky.
Mr Connor: That's where you have your permanent home?
Mr Jones: Yes . But as I said, I mostly live in the UK.
Mr Connor: So your domicile is America? That is, America is
your official permanent residence?
Mr Jones: That's right, although I'm currently living in Scotland.
Not for long though, I'll be moving to Austria shortly before
the wedding.
Mr Connor: By which time I imagine you 'd like to have all this
resolved?
Mr Jones: Yes. If the new venture doesn't go ahead, I'll need
to think seriously about how I'll be earning a living.
Mr Connor: Of course. OK, to pick up where ·1 left off. You
and Mr Kundakc;:1 had agreed to the joint purchase of a
restaurant in Austria, although you had never actually met.
M r Jones : Yes . We knew each other through an online forum
for caterers. We had planned to meet a while back in
Munich to discuss our plans, but unfortunately Mr Kundakc;:1
had to leave Germany quite suddenly.
Mr Connor: Suddenly?
Mr Jones: Yes . A very well-paid position in a five-star hotel in
Ljubljana had come up, and Bilal - Mr Kundakc;:1-wanted to
raise some more capital for the business.
M r Connor: I see. And you had planned to buy the restaurant
from an Italian national?
Mr Jones: Yes, Mr Piombo. He has several restaurants in
western Austria. He's selling the one in lnnsbruck to raise
money for some new business venture.
M r Connor: So you and Mr Kundakc;:1 agreed to the joint
purchase of a restaurant in lnnsbruck. The restaurant is
currently owned by a Mr Piombo, who is an Italian national.
And I thin k you said in your email that you'd never actually
met Mr Piombo either?
M r Jones: That's right. I was put in touch with him by a friend
in Russia -that's where Mr Piombo lives.
Mr Connor: I'd suspected that he might not live in Italy, that
would have been too simple!
Mr Jones: Well, that's Europe for you!
Mr Connor: Quite. Now, you executed the initial contract
documents per email followed by a postal exchange of hard
copies.
Mr Jones: Yes. I paid my share of the deposit for the
restaurant, but before the transaction was completed , Bilal
told me that under Austrian law, he wasn 't actually allowed
to own property, so he wouldn't be able to sign the contract.
Mr Connor: He left it a little late to tell you , didn 't he?
Mr Jones: Apparently, he 'd hoped to get German citizenship,
which would have allowed him to own property in an EU
member state. Anyway, for whatever reason , he never
applied.
Mr Connor: Leaving you all in a rather complicated mess. Is
there no chance that you could finance the business alone,
or find another partner?
Mr Jones: I doubt it. I don't have a particularly good credit
rating , that's why I jumped at the opportunity when Bilal
suggested we go into business together.
Mr Connor: Ah , I see. OK, I thin k I' m clear on t he facts now.
Unless I've missed something?
Mr Jones: No, I think that's everything. Do you think I'll have to
go to court?
Mr Connor: I hope that nobody will have to . But if this does
go to trial, we'll first need to consider which court has
jurisdiction . In other words , which court is competent to
deal with any of the legal aspects that might arise as a
result of everything we've just discussed. I'm assuming you
don 't have any kind of written agreement wit h Mr Kunda kc;:1?
Mr Jones: No, nothing.
Mr Connor: OK. So the issue of jurisdiction is one that the
courts will have to decide.
Listening 2 I Audio 9.3
Mr Connor: The rules on which courts would have jurisdiction
and which laws would be applied to each aspect of the
case are defined in each country's laws. We need to find
the most appropriate jurisdiction.
Mr Jones: And how do we do that?
Mr Connor: Well, there are essentially five stages to a case
involving a conflict of laws. I can take you through them if
you'd like.
Mr Jones: Please do.
Mr Connor: Certainly. First, there are several possible legal
actions that could result from your current situation .
For each of these , the court must decide whether it has
jurisdiction . Courts are aware of the problem of forum
shopping, and this will be considered when deciding
whether or not any one court should hear a case.
Mr Jones: Forum shopping? Is that like shopping around to get
the best deal in a case?
Mr Connor: Basically, yes. Forum shopping has been a
problem for a long time in the US, and increasingly so in
the European Union . In theory, the outcome of a case will
be the same, no matter which court in which country finally
accepts the case. However, the measure of damages might
vary.
Mr Jones: I see. Actually, I think I read something about British
expats moving to Spain to get divorced .
Mr Connor: That's one example, yes. Anyway, the second
stage is to break down the cause of action into component
legal categories. By cause of action, I mean the facts that
give rise to a lawsuit or a legal claim. As I said, there are
several potential claims here.
Mr Jones: Oh dear, and we 're only at stage two . What about
stage three?
Mr Connor: Actually, we're not quite past stage two yet. The
characterisation of the cause of action may give rise to
some incidental questions. Put simply, questions that arise
in connection with the main claim .
Mr Jones: Such as?
Mr Connor: Let's say that you can't go ahead with the
purchase. Mr Piombo then sues you. It might then emerge
that Mr Piombo is not actually the rightful owner of the
property anyway. Before a court could adjudicate on the
main issue , it would have to decide whether or not Mr
Piombo had th e status claimed.
Mr Jones: To be honest, I'd not even considered that I might be
sued- I wanted to see if there was any way of getting some
kind of damages from Bilal.
M r Connor: Well , it could be a little more complicated than
that. Also, you need to consider whether Mr Kundakc;:1
actually has any assets with which to pay any judgment. But
let's worry about that later.
Mr Jones: Of course. So that's stages one and two. What
about the third stage?
Mr Connor: Once the different legal issues have been
determined, each of these will have one or more choice of
law rules concerning which of the competing laws should be
applied .
Mr Jones: So an Austrian court could apply Russian law?
Mr Connor: I couldn 't an swer that for certain. A key element
in thi s may be the rules on renvoi. That 's the process by
wh ich a court adopts the rules of a foreign juri sdi cti on with
respect to any conflict of laws arising from a claim.
Mr Jones: I think I get the idea. So, stages four and five?
Mr Connor: These are qu ite simpiP.. Once the question of
the choice of law has been decided, those laws must be
applied to reach a judgment. That's stage four. This may
Audio transcripts
 also involve a fifth stage, which is securing cross-border
recognition of any award.
Mr Jones: Mr Connor, I really do appreciate your talking me
through all of this. It's an awful lot to take in. Can I just
leave everything with you? I need to concentrate on my
wedding.
Mr Connor: Of course. I'll put all of this in a letter outlining
the various potential causes of action and how they would
most likely be resolved. I'm sure we'll be able to settle this
before things go any further.
Unit 10
Listening 1 1 Audio 10.1
Throughout the centuries, differences among legal systems
did not affect the functioning of each set of laws so long
as societies remained independent from each other. In
modern times, however, with advances in transportation and
communication technologies, international trade is booming.
This forces previously independent and alien legal systems
to interact. The translator who bridges two or more legal
systems is not only confronting different languages and the
different ways they express meanings, but whole new worlds
of complexity- as comp lex as each legal system. For these
reasons, legal trans lators need not only language proficiency,
but also a high level of familiarity with the legal systems of the
countries originating and receiving the translated messages.
Listening 1 1 Audio 10.2
The translation of a legal concept will fit into one of three
categories. First of all , the concept can have a nearly identical
equivalent in the target language (whether or not the words in
the two languages are similar to one another), such as these
Mexican legal words along with their United States equivalents:
homicidio, which is homicide or murder, or contrato, a contract.
In the second category, the legal concept may have no
easily identifiable equivalent, but with research, a somewhat
similar concept can be found, such as dafios y perjuicios
-compensatory damages and loss of anticipated profits - or
dafios morales- non-pecuniary damages.
The third category are legal concepts with no near equivalent
in the target legal system. For example, the Mexican legal
concepts of amparo and ejido- which I'll go on to explain
in a moment - have no equivalent under the United States
legal system, and would have to be explained to the degree
necessary for the particular context.
Words of the second and third categories require the translator
to be especially careful when choosing terms in order to avoid
misleading the reader or distorting the message . A translator
has to use his or her judgment in choosing words, just like
a lawyer uses his or her legal judgment when dealing with
a case . The translator must ensure that the recipient of the
message understands the concept in the way it is used in
the original text. For example, if the translation pertains to a
contract for the sale of ejido land, it might not be sufficient
to refer to the land as 'cooperative farmland', but to clarify
that it is land held communally which normally cannot be
encumbered, transferred or sold.
A common error by translators who have not been trained to
work with legal texts is to fall into the ever-present trap of false
friends, as, for example, when the Mexican word liquidaci6n is
translated literally as 'liquidation ' in reference to an employee.
One might think of someone being executed, instead of the
idea of 'final severance payment for an employee fired without
cause', which is what the Mexican word denotes.
Finally, there are words which convey a different or unintended
message due to culture. For example, the word 'dispute', a
common piece of United States legal jargon , when translated
as disputa in Mexico, evokes visions not of a legal conflict but
of a nasty family argument.
Listening 2 I Audio 10.3
Gareth: Yes, exactly. Well, it sounds like you know the main
differences between common- and civil-law systems. I'd
like us to look at the speaking task now. I'm really very
interested in what you have to say; I know very little about
your legal system .
Michael: Um, sorry, Gareth, before we move on , can I ask a
question?
Gareth: Of course, go ahead.
Michael: It wasn't mentioned in the reading we just looked at,
but I keep seeing the word equity in other texts. Can you
explain what equity is? I mean, equity in the sense of 'not
law', not equity in the financial sense.
Gareth: Mm-hm. Ah, er, that's a tough one. Can anyone answer
Michael's question? Beate?
Beate: Well, actually, I took my first degree in the UK, so I
know something about this. Equity developed as a way of
dealing with the inflexibility of the English legal system.
Martina: Well, most legal systems are quite inflexible. They
have to be, otherwise you couldn 't be certain how a case
would be decided.
Michael: If lawyers knew how their cases would be decided,
judges like us would be out of a job!
Martina: I wouldn't, I mainly hear criminal cases.
Gareth: You were talking about equity?
Beate: Yes, sorry. OK, so legal systems tend to be rigid and
inflexible. This can lead to bad laws. Unless there is a
way of continually correcting these, subsidiary systems or
concepts may develop.
Martina: Have you prepared this talk?
Beate: No, but it was my dissertation subject. Anyway, these
days , legislation normally corrects such defects . But there
hasn't always been so much political will to pass new
legislation.
Michael : Um , I'm sorry, but I still don 't understand exactly
what equity is.
Beate: Well, to understand it properly, you need to know some
history.
Listening 2 1 Audio 10.4
Beate: Well, to understand it properly, you need to know some
history.
Michael: OK, then.
Beate: In the late Middle Ages in England, litigants could
petition the king. Now, he would then refer cases to the
Lord Chancellor.
Martina : Litigants are the parties in a legal case , right?
Beate: Yes. The claimant and the defendant.
Martina: And who is the Lord Chancellor?
Beate: Er, Gareth, how would you explain who the Lord
Chancellor is?
Gareth: He's still a senior member of the British cab inet,
appointed by the monarch on the advice of the prime
mini ster. He used to perform several different judicial roles,
but these were removed by the Constitutional Reform Act
of 2005.
Martina: But he's still important?
Beate: Yes, he's still responsible for the efficient functioning Beate: What the French do have is something similar called
and independence of the courts. The other responsibilities the doctrine of the abuse of rights . That has the effect of
have now been given .to the Secretary of State for Justice, softening the harshness of the law in the same way as
which is quite a new position. equity does in England . Well, maybe not in exactly the same
Gareth: That's right. Although both of those positions are held way, but it's very close.
by the same person . Michael: Um. Finally I'm beginning to understand equity.
Michael: The same person? Thanks!
Gareth: Yes. To be honest, I don't really know· that much Gareth: Yes, thanks, Beate, that was fascinating ... Shall we
about the Constitutional Reform Act. I can email you some take a break?
references though, if you're interested. OK, shall we get
back to equity? Beate?
Beate: OK. So the Lord Chancellor could be petitioned by
litigants . In dealing with these petitions, the Lord Chancellor
developed a kind of legal system of his own.
Michael: A completely separate legal system?
Beate: No, it was never completely separate. It just made
the common law less harsh or severe in certain cases. It
also provided some new remedies where damages wasn't
sufficient.
Michael: Ah, so that's the origin of the, um , so-called
equitable remedies? Things like injunctions and specific
performance?
Gareth: Yes. Equitable remedies are basically anything other
than damages, which used to be the only available remedy.
The Lord Chancellor set up his own court to administer
equity.
Beate: There's an important case in English legal history, the
Earl of Oxford's case. Was it in 1615?
Gareth: I couldn 't say for certain. I'm sure you 're right, though.
Beate: I think it was. In any case, it established that where
there was a difference between the common law and equity,
equity would prevail.
Martina: Do you still have these two systems in England?
Gareth: No. The Court of Chancery, the court that administered
equity, disappeared a long time ago. I'm not sure exactly
when .
Beate : It was abolished by the Judicature Acts 1873 to
1875. Since then, the common law and equity have been
administered by the same courts. Equity still prevails,
though, but you have to have clean hands.
Michael: Pardon?!

Listening 2 I Audio 10.5

Beate: Equity still prevails, though, but you have to have clean
hands.
Michael: Pardon?!
Beate: You mentioned equitable remedies. The 'clean hands'
doctrine is an equitable defence. It allows the defendant
to argue that the claimant is not entitled to an equitable
remedy if the claimant acted unethically or in bad faith with
respect to the subject of the complaint.
Michael: Um , who has the burden of proof?
Beate: The defendant has the burden of proof to show the
claimant is not acting in good faith.
Martina: Good faith? Is that the equivalent of Treu und
Glauben?
Beate: Yes.
Gareth: Sorry, what was that? Treu und ... ?
Michael: Treu und G/auben. It's part of German law. From what
Beate said, it's basically the same as your conce pt of good
faith . It has a similar effect to equity in certa in cases.
Martina: I think that equity corresponds to certain concepts in
the French Code Civil, but these haven't had quite the same
amount of influence that the concept of good faith has had
in Germany. Still , they're comparable to each other.

Audio transcripts
 Answer key
Unit 1 rate personal qualities and experience. He might be
1 1 criminal law, contract law, tort law, land law, equity and
trusts, administrative law and constitutional law
2 company law, commercial law, and litigation and
arbitration
2 1 F Family law is usually an optional course in the UK.
2T
3 F Law clinics give law students the opportunity to learn
about the day-to-day work of a lawyer.
4 F Today, commercial law firms expect recruits to have a
good command of English.
3 legal writing, legal research, legal practice, legal
assistance, legal community
law degree programme, law student, law practice, law
clinic, law firm
6 The university is not in the UK, since this two-year
programme does not include some of the usual
compulsory courses in the UK, such as land law, equity
and trusts, and administrative law. Other indirect evidence
includes:
0 -izej-yze spelling (e.g. familiarize, analyze), which is
frequently (but not always) written with an s in British
English (e.g. familiarise, analyse);
0 the use of the serial comma (i.e. a comma before the
final and) in lists;
0 the mention of homicide, which is used more frequently
(but not exclusively) in American English to refer to
murder and other killings of people, including causing
accidental death, and impeachment;
0 prominent mention of US institutions such as the
Uniform Commercial Code, state and federal courts
and the constitution.
7 1 Contract law 2 Tort law 3 Criminal law
4 Constitutional law 5 Legal research and writing
8 1 Introduction to law
2 Legal research and writing
3 Evidence
11 Heidi's course Pavel's course
(Speaker 1) (Speaker 2)
1 ,(
2 ,(
3.1 ,(
4.1 ,(
5.1 ,(
6 ,(
13 1 b 2 c 3d, h 4a 5d 6d 7 f
8 g, h 9e
14 1 more practical 2 best 3 more challenging
4 more time-consuming 5 most useful 6 easier
16 1 You do not need a law degree to enter the Graduate
Recruitment Programme, just a 2:1 degree in any subject.
2 Barker Rose wil l pay the full course fees for both the
GDL and LPC plus maintenance of £6,000 during the
GDL and £7,000 through the LPC study year.
17 1 Andrea wouldn't be suitable for Barker Rose, as they
only work in the field of commerc ial law.
2 Although Sandip only got a 2:2, the advertisement says
that Barker Rose are willing to progress candidates
whose application otherwise demonstrates first-
considered suitable due to his proven business skills
and experience, but we cannot be certain .
3 Meral wouldn't be suitable, as candidates must apply
by 31st July two years before the start of the training
contract, and she wants to start next year.
4 Oren would be suitable. Barker Rose accept students of
any discipline.
20 1 F (They are approaching their mid-term exams.)
2 NC (We are told that she is a graduate, but not what
she studied.)
3 F (They have yet to become partners.)
4T
5 F (There were seven lawyers in 1979.)
6T
21 1£36,000
2 Associates receive a year-end bonus depending on the
firm's overall profitability, how many hours they have
worked during the year and how long they have worked
for the firm .
3 A standard medical-benefits package, life insurance,
a retirement plan and voluntary dental insurance.
4 1,800 to 2,000
5 Seven
221a 2a 3b 4b 5b
23 1.2 11ines 1-2 2 lines 5-7 3 lines 7-8 4 lines 8-12
5 lines 13-20 6 lines 21-29 7 lines 30-41
1.3 8 lines 1-7 9 lines 8-25 10 lines 26-37
11 lines 38-44 12 lines 45-53
24 1 Hello, everyone, and thanks for coming along.
2 It's great that so many of you were able to make it this
morning.
3 OK, let me just start by introducing myself.
4 I've been asked along to talk about the ...
5 ... a programme I'm sure will be of particular interest
to you as ...
6 It's right now that you need to ...
7 I remember when I ...
8 I know from my own experience that ...
9 There are three main points I'd like to cover today.
10 First, I'll start by giving you a little information about
Barker Rose. I'll then go on to outline what we have
to offer to new associates. Finally, I'll also talk a little
about what we expect from our potential graduate
recruits.
11 So, to start with, who are Barker Rose?
12 This brings me to my next point: what ...
13 This leads directly to what ...
14 Let's now move on to what we ...
15 To summarise, Barker Rose ...
16 Finally, I'd like to remind you about what I said at the
beginning of my talk today.
25 The presentation is not very forma l, although the general
tone and subject matter remain serious throughout.
The speaker uses friendly, often quite co lloquial or
informal language, e.g. It's great that so many of you were
able to make it this morning, OK

Language Focus
1 1c 2d 3e 4a 5b
2 11egal 2 law 3 law; legal 4 legal; legal
3 a by; about b of; for c on; to d by e about; from
f for g about; at h with ito; to
4 i f 2d 3a 4c 5e 6h 7i 8 b 9g
Unit 2 exact final amount). Clause 2a reads: ... and of the
2 An offer must be made and it must be accepted. In some
legal systems , the parties must give (or promise to give)
each other something of value.
3 The two remedies mentioned are damages and specific
performance.
4 1 F (In most legal systems , parties must give ... )
2 F (An offer must be accepted before a contract is agreed.)
3T
4 F (A court may force the party to perform the contract.)
5T
5 1 formation 2 counter-offer 3 terms 4 oral contract
5 obligations 6 breach 7 damages
6 1 accept an offer, make an offer, reject an offer
2 breach a contract, form a contract, negotiate a contract,
perform a contract
3 award damages , accept damages
4 file a lawsuit
7 enforce a contract, negotiate an offer
8 1 a party makes an offer
a party accepts an offer
a party rejects an offer
a party breaches a contract
a party performs a contract
2 the parties negotiate an offer
the parties negotiate a contract
the parties form a contract
3 the court enforces a contract
the court awards damages
4 a lawyer files a lawsuit
a lawyer negotiates an offer
a lawyer negotiates a contract
9 The term remedy refers to the means to achieve just ice in
any matter in which legal rights are involved .
1 0 The most common remedy is damages.
11 The student is confused about the meaning of the word
damages, which refers to money paid in compensation for
a loss. He confuses it with the word damage.
1 2 3, 5, 6
1 5 1, 5 , 6
1 6 Allow me to clarify is the most formal. A lawyer might use
it with a client he/ she does not know well , for example .
1 8 The general subject of the lecture is contract formation .
19 1 The speaker mentions the terms agreement,
consideration, negotiation, offer and acceptance.
2 The lecturer will talk about consideration in more detail
next time.
2 0 1 agreement 2 consideration 3 legal 4 negotiations
5 accepted 6 price 7 communicated 8 silence
9 price 10 binding 11 consideration
22 1 vessel
2 Th e cl ause deal s with th e amount of notice needed to
be given for the delivery of goods by sh ip.
3 buyer and seller
4 Probable readiness refers to the first date on which it is
most likely that the buyer will make a ship available to the
seller for the purposes of loading and transporting the
goods that are the subject of the contract.
5 Shall means the same as must.
23 1 Decide on the date that the goods wil l be shipped (=
transported by ship). Clause 2a reads: The buyer shall
nominate the date of shipment.
2 Notify (= tell) the seller of this date at least two weeks
in advance. Clause 2a reads: The buyer shall give the
seller at least two weeks ' notice of probable readiness
of vessel(s).
3 Notify the seller of the approximate quantity of goods
to be loaded (= sim ilar amount but not necessarily the
approximate quantity to be loaded.
4 Arrange a port at which the goods can be loaded on to
a ship . Clause 2b reads: Upon notification of probable
readiness of vessel(s), the seller shall nominate a port
for the loading of goods.
25 1 Drexler.
2 Because Drexler breached one of the terms (clause
2a). As a consequence, Export Threads were unable to
arrange for a port for the loading of goods.
3 No.
4 Yes.
5 If the term breached by Drexler was a condition, Export
Threads could end the contract.
26 I don't understand: I don't see how ... ; I'm sorry, I don't
follow you. What exactly are you saying?
Giving an explanation: It's like this ... ; in other words, ... ;
I'll try to be a little clearer.
27 a 1 c 2 b 3 a
c Where one party has, based on reasonable reliance
upon the promises of another party, changed its
position, then it may be argued that there is an
enforceable contract. In cases involving a chain of
sales, several parties must rely on the performance
by a third party j third parties of a collateral contract
before they can perform their own contracts. The
consequences of certain breaches may be so severe
as to relieve the non-breaching party j parties of the ir
contractual duties (i.e. the breached term may be found
to be a condition, rather than simply a warranty).
28 2 If we offer a generous out-of-court settlement, they
might not sue us .
3 They might sue you if you breach the contract.
4 If you can assure us that such a breach will not happen
again , then we might not take any further action.
5 I think we canj could work together again in the future .
6 If you raised your prices, we couldn 't work together.
29 1 In paragraph 2, two days ' notice should read two weeks '
notice.
2 In paragraph 2, a lorry for the transportation of goods
should read a port for the loading of goods.
3 In paragraph 4, the courts would rule against you
should read the courts would rule in your favour I for
you.
4 In paragraph 5, renegotiate should read terminate.
~ 1a 2d 3e 4c 5b
31 I am writing to summarise our discussion and to confirm
your instructions.
You told me that .. .
You now wish to .. .
The legal issue here is whether or not .. .
Recent case law suggests that ...
I wi ll write a letter to ...
Please do not hesitate to contact me if you have any
questions.
With kind regards
Answer key
32 To: Joanna Staines
Subject: Burnett TV Supplies
Dear Ms Staines
Thank you for coming to see me this morning to discuss
your problems with Burnett TV Supplies. I'm writing to
summarise our discussion and to confirm your instructions.
You told me that Berlingua recently bought a new satellite
system (including built-in hard drive) for educational use
at 50% of the normal price from Burnett TV Supplies . This
was to be used to record foreign-language TV programmes
for use during lessons. When you first set the system
up and tried to record, you realised that the timer function
was broken. When you contacted Mr Burnett to ask for a
replacement, you were told that you couldn 't expect it to
work perfectly at such a cheap price. They refused to replace
the system, but did offer to repair it at a cost of £130.
The law is very clear on problems such as yours. If a
reduction is offered due to a defect in the product, this
defect must be pointed out at the time of purchase. As Mr
Burnett did not do th is, you may claim either a full refund
(at the price you paid) or a replacement system.
Please could you confirm which of the two options you
would prefer? I will then write to Mr Burnett on your
behalf. I am quite sure that he will see sense; he would
have little or no chance in a small claims court.
I look forward to hearing from you.
Kind regards
Susan Carter
Language Focus
1 the defendant, the railroad, for negligence. The trial court
2 2 to; under 3 against 4 in 5 to; for 6 for
3 2 I don 't follow you .
3 I don 't understand that.
4 I don't know what that word means .
5 That doesn 't make sense to me.
4 2 accepted 3 created 4 breached 5 claim
Unit 3
1a 1 b 2 c 3a
b The cases all have in common that people were harmed
(either physically, emotionally or through suffering loss)
due to the actions of another.
2 1 act 2 harm 3 party 4 damages
3 1 The two main objectives of tort law are to provide relief
for the loss or harm suffered and deter others from
committing the same civil wrongs.
2 Some of th e types of loss mentioned in the text are
damage to property, loss of earnings capacity, pain and
suffering , an d reasonable medical expenses.
3 An inj unction is a court order telli ng someone to
stop doing somet hing or compe lling him/her to do
something.
4 strict liability tort
41b 2e 3d 4c 5f 6a
5 1 civil wrong 2 injured party 3 monetary damages
4 medical expenses 5 fraudulent misrepresentation
6 contractual relations
6 Examples of assault include hitting a person with a stick
or a fist, drawing a weapon, and throwing something with
intent to wound or strike. Examples of negligence include
a local authority digging a hole in a public footpath and not
taking steps to prevent people from falling into it, or when
a build ing owner leaves dangerous electrical wires exposed.
A person who enters another person's property or home
without permission may be liable for trespass.
7 1b 2d 3f 4a 5c 6e
8 1 The name of the case is Palsgraf v. The Long Island
Railroad Company.
2 The defendant is the Long Island Railroad Company.
3 The claimant is Ms Palsgraf.
4 The defendant is alleged to have directly caused the
injury suffered by the plaintiff/ claimant.
9 1 The lower court found for the pla intiff/ claimant.
2 The appellate court affirmed the judgment of the first court.
3 The court determined that the explosion of the fireworks
was the proximate cause of cla imant's injuries.
10 Sections 3 (Procedural History), 5 (Ru ling) and
6 (Reasoning) all contain information about the decision of
the highest court.
11 1 claimant/plaintiff 2 defendant 3 finds for 4 appeal
5 appellate court; court of appeals 6 affirms 7 reverses
12 The claimant was injured when a railroad employee caused
a package of fireworks in another passenger's arms to fall
on the train track. The resulting explosion caused some
equipment to fall , injuring the claimant. The claimant sued
found for the claimant. When the defendants appealed, the
appellate court affirmed the judgment of the first court. The
defendant appealed once more, and the Court of Appeals
reversed the decision of the first two courts.
14 Compensatory damages refers to money awarded to
reimburse actual costs incurred by the injured party, such
as medical bills and lost wages . Punitive damages is the
term for money awarded to an injured person, over and
above the measurable value of the injury, in order to punish
the tortfeasor. In jurisdictions that allow punitive damages ,
these awards can often be significantly higher than those
for general damages.
15 1 He thinks the lawsuit is not to be taken seriously, and
that the amount of damages awarded is far too high for
the injury suffered .
2 The claimant/plaintiff received third-d egree burns from
spilled coffee.
3 McDonald's refused to settle because they most likely
thought the claimantjplaintiff could not win the case, as
in other cases the courts had ruled that coffee burns
were an open and obvious danger.
4 At first, Liebeck was awarded $200,000 in compensatory
damages, wh ich was then reduced by 20% to $160,000.
The judge also awarded her $2.7 million in punitive
damages, which was then reduced to $480,000.
5 It is not known how much she finally received in damages,
but it is thought that the amount was under $600,000.
16 1 settlement 2 defendant 3 found for 4 awarded
5 damages 6 punitive 7 appea led
17 1 Th e serious purpose of t he Stella Awa rds might be t hat
they question whether those involved in t he cases are
using the courts to ach ieve justice for the injured parties,
or whether they are simply trying to take advantage of
the so-called 'com pensation culture' to get money from
anyone they can.
18 1 (law) students and qualified lawyers
2 no
3 interviewing, negotiating and advocacy
19 1 tribunal 2 litigant(s}-in-person (US: prose) 3 advocacy
21 1 a laptop (computer)
2 One of the pixels was burned out (not working).
3 Under the terms of the guarantee, seven pixels had
to be burned out before the lapfop would be replaced .
Charles 's laptop had only one burned-out pixel.
4 One option would have been first to threaten and
then to seek legal advice. Charles might also have
complained to a consumer organisation. In some
jurisdictions, media sources carrying advertisements
have an obligation to follow up complaints arising from
problems with their advertisers , so this might have been
a further option.
22 1 Charles threatened to write to as many mailing lists
as possible to tell people not to buy computers from
Carmecom .
2 Charles stood outside and told potential customers
about his experience with Carmecom. He also told them
not to buy anything from the store, as their computers
were 'rubbish' (poor quality) .
3 Charles has to sign a retraction or he will be sued for
defamation .
23 Nick's questions
1 ... could you first tell me what happened?
2 And there was a problem with it?
3 So you took it back to the shop?
4 What did they say?
5 And you didn 't accept this?
6 Did you see the laptop working in the shop before
buying it?
7 So what did you do when they refused to replace it?
8 Unless they replaced the laptop?
9 Did you leave the shop without the laptop?
10 What do you mean?
11 To hurt Carmecom?
12 You didn 't just want a replacement?
13 Anyway, what happened next?
14 How did they react to this?
15 So they asked for your address - is that right?
16 What did the letter say exactly?
Charles's questions
1 7 ... are you one of the lawyers?
18 Could I see a lawyer, please?
19 Can 't I just speak to a lawyer directly?
241c 2 a 3b
25 1 If I don 't sign the retraction , will I have to go to court?
2 How long do you think a trial would last?
3 What would be my chances of winning?
4 Would I have to pay anything for my defence?
5 What are the consequences if I lose t he case?
6 Do you think there is a chance of me getting a new
computer?
2 6 This is the most likely grouping. In some cases (e.g. k),
an argument may be made for having a point in more th an
one section .
1i
2 b, d, g,j
3 a, e, h, k
4 c, f, k, I
27 Ideas for this task are discussed in the answer to
Exercise 28.
28 Generally speaking, Nick did well , especially considering
the fact that he is a student volunteer and not a trained
lawyer. Nick may have got more information earlier on
from Charles had he used more open questions, e.g.
when Nick asked So you took it back to the shop?
Charles 's response was fairly brief, and Nick then had to
ask a second, open , question in order to find out exactly
what happened . Open questions allow the client to tell the
story in their own words; the less this flow is broken , the
more information the client is likely to give.
Nick could have used active listening techniques to
periodically summarise what had been said. Although he
didn 't do this, he did seek confirmation where necessary.
Towards the end of the interview, Nick seemed to make a
subjective judgment on Charles's behaviour, which caused
Charles to become defensive:
Nick: Well, they're probably just trying to stop you from
taking your campaign any further.
Charles: It's hardly a campaign!
At the start of the interview, it seemed that Charles might
be a difficult client; Nick handled this well , and gained
Charles 's confidence early on .
29 1 Defamatory describes a statement or action that injures
a person or a company's reputation.
2 He must sign a retraction by a given date.
30 Charles went straight to the front of a queue of shoppers.
Charles demanded a refund immediately (and not a
replacement) .
Charles dropped a bag containing the computer onto the
cash desk.
Charles shouted (alleged defamatory) statements as he
left the shop.
Charles was carrying a second bag from one of
Carmecom 's competitors. (The implication here is that
Charles bought the same laptop at a different shop for
less money- which is the real reason that he wants his
money back for the computer he bought at Carmecom.)
Carmecom have lost business due to Charles 's actions
(during the interview, this is what Charles said he wanted).
31 Nick should begin with an open question:
How would you answer the allegations made in the letter?
He should then ask more specific questions to find out
more detailed information on particular points:
Exactly what allegations did you make against Carmecom?
He would finall y use a closed question to confirm his
understanding or check particular points:
Was this allegation true?
32 1 tort 2 statement 3 Libel 4 Slander
34 As the advice give n will be dependent on th e true facts of
t he case, it is important that the lawyer finds out exactly
what happened . Depending on the facts, the lawyer may
advise Ch arles to sign the retraction to avoid further legal
action. However, assuming that Charles ' version of events
was accurate, Charles could raise a 'justification by truth '
defence to the allegations of defamation (should the case
proceed to trial ). Charles could then make a counter-claim
in order to pursue his demands for compensation for the
faulty laptop. Alternatively, Charles could simply deny the
facts . However, should the case then go to court, this
might be a difficult defence to prove, as he has already
admitted some of the allegations.
35 d , c, a, e, b
36 Dear Sirs
Re: George Hardy, Carmecom Ltd.
Alleged defamatory st atements made by Mr Charles
Tholthorpe
We write to advise that this matter has been referred
to us. All further correspondence shou ld be sent to the
above address.
Our client denies completely tl :e version of events
presented in your letter of 5 December 2008.
Answer key
 We can confirm that our client requires a full refund for A judge resolves a dispute, renders a verdict, sentences
the price paid for the faulty laptop computer. an offender, suspends a sentence.
We look forward to receiving payment of £899 within 14 6 A crime is a wrong committed against society and requires
days, failing which we will take steps to issue proceedings. criminal intent; a tort is a wrong committed against an
Yours faithfully individual and does not require criminal intent.
7 1 is committed 2 is punished 3 is put 4 is fined
5 is committed 6 was caused 7 are tried
Language Focus 8 is brought 9 is resolved
1 9 The passive voice is used to focus on the action , not on
verb
the person doing it. The agent is named in ... the harm
noun
which was caused by the wrongdoer and An action is
misrepresent misrepresentation brought by a governmental body ...
interfere interference 10 1 (to) be 2 past participle 3 by
settle settlement 11 1 was charged 2 was tried; was acquitted
3 was found ; was sentenced
injure injury 121d 2f 3a 4e 5b 6c
sue suit The passive is used in these examples because the
award award action which can be taken in each case -the punishment
given to an offender- is the focal point of the sentence,
rule rule, ruling
rather than the agent (in this case, the courts) who takes
the action.
noun adjective 14 He thinks it is as serious as violent street crime.
negligence negligent 15 1 F (Professor Poulos says 'I do think that with the growth
of technology ... the opportunities for white-collar crime
liability liable
have increased greatly' .) 2 F (Professor Poulos says
intention intentional 'Before the federal government changed the sentencing
compensation compensatory of white-collar criminals, the very strict punishments [ .. .]
for[ ...] street crime drove many people [ ... ]to white-collar
procedure procedural
crime because it gave them more rewards for less risk.'
reason reasonable [i.e. the situation is now different] 3 T 4 T
appeal appellate 5 F (Professor Poulos says 'Part of the slow recovery of
the economy is the effect of white-collar crime on the
2 2 found for 3 awarded 4 appealed 5 reversed investment environment'.)
6 affirmed 7 found that 16 1 has led to 2 has a big impact on 3 affect
3 1 What are the facts of the case? 1 Could you tell me the 4 impacted 5 adversely affect 6 is the effect of
facts of the case? 17 1 e 2 c 3 d 4 a 5 b
2 Did you know the trunk was broken when you received 19 1 audit manager 2 market abuse 3 He knew that the
the car? company was planning to sell its electrical division.
3 You couldn't close the trunk? 1 The trunk could not be 4 He made a profit of £3,750.
closed? 1 When did you find out that the trunk was 20 1 F The case was heard before the Financial Services and
broken? Markets Tribunal.
4 Where were you standing? 1 How did you try to close 2 F Mr Mohammed was sentenced to pay a fine for his
the trunk? 1 What did your friend do? crime.
5 Did you see the car coming? I What happened next? 3 F The defendant was partially responsible for the audit
of the company.
Unit 4 4T
21 1 confidential 2 purchase 3 proposed 4 held
2 embezzlement, fraud, insider dealing, money laundering, 5 provisions
tax evasion 23 a 1 Identity theft occurs when someone uses someone
3 1 The state initiates a criminal case, while the victim else's. personally identifying information , such as their
brings the suit in a civil case. name, social security number or credit-card number,
2 Offences against the person, offences against property, without their permission , to commit fraud or other
public-order crimes, and business (or corporate) crimes. crimes .
3 In criminal cases, the burden of proof is often on the 2 Possible answers include : credit-card fraud, services
prosecutor to persuade the trier that the accused is (utilities) fraud, banking and financial fraud,
guilty beyond a reasonable doubt of every fact of the government documents fraud (e.g. getting an official
crime charged. If the prosecutor fails to prove this, a ID in the name of another person).
verdict of 'not guilty' is rendered. In civil cases, the 241f 2a 3d 4e 5c 6b
claim ant generally needs to show a defendant is liable 26 1 Changing addresses 2 Phishing 3 Stealing
on the balance of probabilities. 4 Bin raiding
4 A felony is a more serious offence , and a 27 1 Criminals may ensure that bills and bank statements
misdemeanour is a less serious offence. are sent to an address other than th e victim 's.
41d 2f 3 a 4c 5 b 6e 2 They must verify your identity before issuing cred it to
5 An offender commits a crime . yo u.
A victim brings a suit. 3 Creating look-alike webs ites, often of banks and other
A lawyer resolves a dispute, brings a suit, (commits a financial institutions, and duping people into visiting
crime) . them and giving out personal information.
The court resolves a dispute, renders a verdict, sentences
an offender, suspends a sentence .
 4 On the grounds that the customer's negligence was a
contributory factor.
5 Although banks generally claim they will never send
emails to their customers asking for, or quoting, any
confidential information about the customer, they often
do just that.
281a 2c 3a 4c
30 Advice
If you think you may be the victim of identity theft, you
should place a fraud alert on your credit report as soon
as possible.
You should then review your credit reports carefully.
Obligation
... members of the public are ... being told that they must
be more vigilant about discarding personal records.
... potential creditors must use what the law refers to as
'reasonable policies and procedures' .. .
31 1 don't have to 2 mustn 't
32 Note: these are the most likely answers, although others
may be possible, depending on the context.
1 must 1 have to (obligation)
2 must I have to (obligation)
3 should (advice)
4 must I have to (obligation)
5 should (advice)
6 have to (obligation)
Language Focus
1 1 for 2 of 3 against 4 of 5 to 6 on 7 on 8 on
2 1 a prove b proof (prove)
2 a prosecution b persecution (prosecution)
3 a prescribe b proscribe (prescribe)
3 1 The co-conspirators were found gu ilty on several counts,
most notably fraud and consp iracy.
2 Employees, consumers and citizens alike are affected
by white-collar crime.
3 The former CEO was sentenced to 87 months in federal
prison for his role in arranging fraudulent loans that led
to the company's forced bankruptcy.
4 If the prosecutor fails to prove that the accused is guilty
beyond a reasonable doubt, a verdict of 'not guilty' is
rendered.
5 The company founder was prosecuted for tax evasion,
and he is now serving a three-year sentence.
6 The prisoner was put on parole after four years of good
conduct in prison.
7 The defendant was given a suspended sentence for the
theft of his sister's car while intoxicated.
Units
2 a 1 T 2 T 3 T 4 F (The memorandum of association
states the principle object of the company.
b A sole proprietorship is a business that is owned by a
single individual who earns all the profits and assumes
all the liabilities. In the case of a partnership, these
profits and liabilities are shared between the partners,
who between them own the business. A publicly listed
company is one which is able to sell its shares to the
public and whose directors and shareholders are not
personally liable for the company's losses beyond their
own investments in the form of shares.
3 1 has 2 manages; makes 3 own; enter into; sue
4 invests 5 serves on 6 owes 7 monitor 8 owns; is
4 1, 3, 4, 7
51c 2a 3e 4d 5b 6f
6 corporate law, corporate contracts, corporate personality,
corporate governance, corporate rights , corporate finance ,
corporate insolvency
8 a The professor discusses both advantages and
disadvantages of corporations.
b 1 According to the speaker, the primary advantage of
a corporation is that its owners (stockholders or
shareholders) are not personally liable for the debts
and liabilities of the corporation.
2 The significant disadvantage he mentions is double
taxation, which means that in some cases a
corporation pays a corporate tax on its corporate
income, and the stockholders pay income tax on the
dividends they receive.
3 One way to avoid double taxation is to make a special
election to be taxed as a pass-through entity, like a
partnership or a sole proprietorship; the corporate
profits 'pass through' to the owners, who pay taxes
on the profits at their ind ividual tax rates.
9 a The speaker mentions five advantages and three
disadvantages.
b 1 corporation 2 sole proprietorship 3 corporation
4 partnership; sole proprietorsh ip 5 corporation
c 1 debts 2 savings 3 life 4 money 5 transfer
6 cost 7 formalities 8 tax
10 a The main advantage of a corporation is that its owners,
known as stockholders or shareholders, are not
personally liable for its debts and liabilities.
One major disadvantage of a traditional corporation is
double taxation.
Corporations enjoy many advantages over partnerships
and sole proprietorships.
But there are also disadvantages.
So what is the main advantage?
The second benefit of corporations is self-employment
tax savings.
The third advantage of a corporation is its continuous
life.
The fourth advantage is the fact that it is easier for a
corporation to raise money.
The fifth and last advantage is the ease of transfer.
The first of these drawbacks is the higher cost.
The second disadvantage is the formal organisation
and the corporate formalities.
The third and final disadvantage is unemployment tax.
b 1 main 2 major 3 enjoy; over 4 benefit
5 drawbacks
13 Although it is not explicit in the letter, Pippa is definitely a
person concerned by green issues. She is possibly also
involved in campaigning.
14 1 The sourcing of palm oil
2 Sections 172 and 417
3 The Secretary of State for Business, Enterprise and
Regulatory Reform
15 1 The process of identifying, conducting negotiations with
and forming supply agreements with vendors of goods
and services
2 A legal obligation to consider certain matters when
deciding on policy
3 Causing little or no damage to the environment and
therefore able to continue for a long time
4 Duty to compel obedience to a law
17 A copy of the press release of March 2005 and the
(environmenta l) policy statement. He hopes this will stop
Pippa Solloway going to the press and saying that Baggers
don't care about green issue~ (the environment and
associated issues of concern).
Answer key
18 Not for at least another 12 months
191T 2F 3F 4T 5T
201e 2g 3c 4a 5b 6f 7d
21 b
22 Subsection 1 is probably clearest, because the
information is set out as a list, although the words as
between in if are very difficult to understand.
Subsection 2 is difficult to understand, because it takes
a long time to get to the subject and main verb of the
sentence (subsection (1) has effect). The sentence also
relies on omitting repeated words (as in the parts with or
and the phrase were to achieving, which need to be read
several times before they can be understood.
Subsection 3 is fairly clear, although it would be much
clearer if the certain circumstances were spelled out,
rather than hinted at.
24 Provision (d); possibly also (e), depending on how this
provision is interpreted
25 In the case of charitable companies, a director must act in
the way he or she thinks would be most likely to achieve
the goals of the charity.
26 The duty to promote the success of the company may be
qualified by (subject to) any future regulations concerning
creditors (i.e. under certain circumstances , the creditors'
interests may come before those of the company).
Language Focus
1 and convince the reader that she would be suitable for the
verb noun
form formation
register registration
incorporate incorporation
regulate regulation
enforce enforcement
wind up winding-up
dissolve dissolution
fund funding
2 The verb which does not collocate with company is
enforce. You can enforce rights or enforce a law, for
example.
3a2 f 3a 4b 5d 6e
b 2 constitutional documents 3 sole proprietor
4 corporate funding 5 third party
6 publicly listed/owned company
Unit 6
2 1 T 2 F (Non-contentious work includes these things.)
3 F (The UCC applies to the USA, not the EU.) 4 T
3 1 intellectual property 2 competition
3 a mercantile agency 4 carriage of goods 5 tax
4 1 on behalf of 2 owe; cred itors 3 transaction; lender
4 payment
5 1 To get a Master's degree in e-law.
2 He advises students to try out as many different areas
of the law as they can and then to choose one they are
genuinely interested in.
6 3, 4, 5, 7, 8.
7 a 1 a He's currently undertaking a Master's of e-Law at
Monash University.
2 b There's something about the challenge of taking a
complex commercial transaction and expressing it
clearly and concisely that reallY appeals to me.
3 c I also had to write patent drafts, which are
incredibly detailed descriptions of the inventions in
precise legal terms.
4 c It was interesting, although at times extremely
difficult and demanding.
5 b But I quickly realised that what I liked best was
working closely with the other lawyers on litigation,
defending or enforcing patents.
6 a I usually spend most of the day reviewing
documents, drafting agreements, meeting with
clients and, of course, answering emails.
b Adverbs of time are usually placed before the verb;
adverbs of manner can be before or after the verb;
adverbs qualifying an adjective always come before the
adjective.
8 1 carefully; remarkably 2 closely 3 quickly; mainly
4 extremely; regularly
10 It is a letter of application replying to a specific
advertisement.
11 1 She is applying to a commercial law firm in the UK.
2 She is interested in commercial law in general, but also
in debtor-creditor and negotiable instruments.
3 She worked at a small tax law firm for the summer.
4 She has enclosed a resume (CV) and writing samples
(letters).
12 successfully, particularly, frequently, especially, extremely,
sincerely, confidently, particularly
The writer uses the adverbs to intensify her statements
internship.
13 1 b 2 h 3 d 4 k 5 g 6 g 7 a, I 8 i 9 i 10 f
11 f 12 c 13 e 14 m 15 m 16 c 17 j 18 j
14 The ad appeared on the website of a university's
internship programme.
15 1 Students taking International Commercial Law courses
in Mergers, Comparative Antitrust Law and World Trade
Law who get top marks on the essays they submit in
these courses can apply for the internship.
2 Students will be selected on the basis of the essays
they write for those courses plus an interview.
3 The internship will take place from May to July in the
Powderhouse Sommerville Frankfurt Office.
4 A student can apply using the online application located
on the page of the announcement.
17 1 The term g/oba/isation often refers to the increase of
trade around the world, especially by large companies
producing and trading goods in many different countries.
2 There are many factors, including government policies
and trade agreements aimed at facilitating the free flow
of goods, services, capital and people across national
frontiers (e.g. the EU, NAFTA), the growth in power of
institutions such as the World Bank and the IMF, the
rise in power of corporations and the development of
the Internet.
3 a Globalisation has led to a rapid increase in the
levels of international trade and capital mobility;
information, goods and services emanating from
one part of the world are increasingly in demand
globally. This creates challenges and opportunities for
businesses.
b As capital moves away from fixed legal structures
within nations, there is an ever-growing
interdependency of transportation, distribution,
communication and economic networks across
international borders. This raises the need for
commercial lawyers to develop increasingly complex
legal frameworks within which companies can
operate.
18 1 F (only goods) 2 F (they are paid a comm ission) 3 T
19 1 It enables a foreign supplier to penetrate an overseas
market by benefiting from local knowledge with limited
expenditure.
2 As sales build, principals often enter into direct
relationships with customers (avoiding the agent
altogether).
201d 2c 3a 4b
21 Time and money may be saved that would otherwise be
spent checking to see if the contract conforms to local
regulations. In cases where businesspeople choose
to draft the contracts themselves rather than consult
a lawyer (e.g. for contracts of limited economic value),
model contracts can help reduce the risks of bad drafting.
22 Common provisions include:
identification of the parties
duration of the contract
agent and principal responsibilities
payment of commission
indemnity/compensation
appl icable law and jurisdiction
23 1 No. He can only change the conditions of sale with the
consent of the principal.
2 As this contract is for an indefinite period, under clause
9 it can only be terminated following six months' notice
(by registered letter) before the end of a calendar
quarter.
3 The provisions of the EEC Council Directive of 18
December 1986 on the co-ordination of the laws of
the Member States relating to self-employed agents
(86/653/EEC), together with the law governing the
agent's domicile (place of residence).
4 The competent Court in the area where the agent has
his residence or registered offices.
24 According to clause 3 , the agent has to carry out his
duties to the principal as well as he possibly can. The
agent has to provide information to customers about the
principal 's business, and must tell the principal as soon
as he has received a new order.
Clause 4 says that the agent needs permission from the
principal to change prices and conditions of sale, etc.
Under clause 9, the contract is valid from 10 February
2006 and runs for an indefinite period . The contract can
be ended by either the agent or the principal by registered
letter. Six months' notice must be given , and this notice
period must coincide with the end of a calendar quarter.
Clause 10 states that the provisions of EEC Directive
86/653/EEC apply to the contract. If Directive 86/653/
EEC does not cover a particular set of circumstances, the
law of the country in which the agent is domiciled must be
considered.
Clause 11 says that any disputes concerning the contract
must be heard before a court in the jurisdiction in which
the claimant is resident or in which the claimant's
business is registered .
25 1 The aim is to provide commercial agents with a level
of protection and security by ensuring that they are
compensated following termination of the agency
contract.
2 Under Regulation 17, there are two alternative ways of
calculating a lump sum payment following termination
of an agency contract: indemnity and compensation.
The circumstances under which an indemnity will be
granted are outlined in 17(3), and the calculation
of the indemnity is covered by 17(4). The rules for
calculating the entitlement under the compensation
option are vaguer. The parties can choose between the
two options, but the compensation alternative will apply
where there is no agreement for an indemnity. Both
terms refer to the payment of a lump sum, the main
difference being the circumstances under which each
particular form of lump-sum payment will be granted and
calculated.
26 1 If stated in the contract.
2 a) The agent has to have either brought new customers
or significantly increased sales with existing customers
and b) the payment of an indemnity has to be fair (this
will depend on the surrounding circumstances).
3 The maximum amount of indemnity is one year's
commission based on the agent's average earnings
in the last five years. If the contract has run for less
than five years, the indemnity will be calculated on the
average for the period of the contract.
4 Yes (17(8)).
27 Regulation 17 deals with the entitlement of a commercial
agent to an indemnity or compensation on term ination
of the agency contract, stating that it 'has effect for the
purpose of ensuring that the commercial agent is, after
termination of the agency contract, indemnified [ ... ] or
compensated for damage'.
Regulation 17(2) goes on to state that 'except where
the agency contract otherwise provides, the commercial
agent shall be entitled to be compensated rather than
indemnified'.
Regulation 17(3) deals with entitlement to the indemnity
and Regulation 17(4) establishes a cap to the amount of
the indemnity.
Regulation 17(5) provides the possibility for the
commercial agent to seek damages in addition to the
indemnity.
Regulation 17(6) deals with the entitlement to
compensation for the damage suffered by the agent
'as a result of the termination of his relations with his
principal'.
Regulations 17(7) and 17(8) deal with the circumstances
in which this damage shall be deemed to arise.
28 1 The company feels it no longer needs its agents in
order to sell products in southern Europe. It is getting
lots of repeat orders and relatively few new customers,
and no longer wants to keep paying commission on all
sales to its agents.
2 There is no maximum limit for compensation.
29 1 No, compensation is also payable for any reasonable
expenses incurred by the agents.
2 Two years.
30 1 F (They are not in breach of contract.) 2T
3 F (The agreement doesn't provide for an indemnity.)
4 T 5 F (It is valid for two years.) 6 F (The clause
must refer to both the geographical area and the type of
goods.) 7 T
32 Dear Jenny
Compensation for early termination of agency contracts
Following our recent discussion, I understand that you
wo uld like to end the current agreements with your agents
in France, Spain and Portugal. This should be done as
quickly and inexpensively as possible.
As I confirmed during our meeting, your agents would
be entitled to compensation should you choose to
end the agreements without first giving notice . Under
current regulations , each agent would be entitled to
full compensation for lost co.nmissions that they would
Answer key
 otherwise have expected to receive under the agency
agreement. They would also be entitled to recover any
reasonable expenses incurred wh ilst performing their
duties as agents.
The contractual notice period is six months prior to the
end of the calendar quarter. Although you have just
missed one calendar quarter, this does not necessarily
mean that you would have to compensate for the (almost)
full nine months. However, your agents might be more
willing to accept less generous terms if they were first
given some notice whilst still on full commission.
I would suggest offering a compensation package based
on the following terms:
• an initial notice period of three months under full
commission, during which time they would continue to
fulfil their duties under your agreement;
a lump sum based on 50% of three months' lost
commissions (calculated at the average monthly
commission paid since the commencement of the
agency agreements);
reasonable expenses
These terms should be enough to deter most agents
from pursuing a more generous settlement. If you think
that there would be a reasonable chance of your agents
accepting a lower sum, I would be very pleased to discuss
this with you further.
Please do contact me should you have any questions on
this.
Kind regards
Clive Sanborn
10
Language Focus
1 (such as a new client) or with your superiors (unless
noun adjective
merchant merchantable, mercantile
commerce commercial
negotiation negotiable
finance financial
bankruptcy bankrupt
2 1 negotiable 2 commercial 3 mercantile/commercial
4 mercantile 5 mercantile/commercial 6 commercial/
negotiable
3 1 Uniform Commercial Code 2 World Trade Organisation
3 United Nations Commission on International Trade Law
4 The missing word in all the expressions is patent.
12
5 1 on 2 of 3 by 4 on; of 5 for 6 into
Unit 7
1 a In common-law legal systems, property law distinguishes
13
real property (land and immovable property, such as
houses) from personal property (often referred to as
chatte~. Civil-law systems generally make a similar
division between movable property (personal property)
and immovable property (real estate).
b Real property: a, c, e, f , g
Personal property: b, h, i
A large outdoor sculpture (d) could be either real or
personal property, depending on how permanent a
fixture it is.
21T 2F 3T 4F
31b 2c 3a 4f 5h 6d 7e 8i 9g
4 A tenant signs a lease when he/she rents property from a
landlord.
A landlord signs a lease when he/she rents property to a
tenant.
When he/she inherits property, an heir receives a deed
granting title to property.
A grantor transfers a title to property to another person by
means of a deed.
A grantee acquires an interest in property through a deed.
A licensee receives permission to enter another person's
property through a licence.
5 indefinite (line 3), unlimited (line 11)
(Note that although the adjective inheritable starts with
in-, in this case it's not being used as a negative prefix,
i.e. it doesn't mean 'not able to be passed on to an heir' .)
6 1 illegal ; unsafe; unsanitary; illegal; unenforceable
2 unable; impossible
3 indefinite; unlimited
4 unspecified; uncertain
7 1e 2c 3d
8 Features that may make the text difficult for a learner of
English:
use of formal vocabulary
many technical terms
non-colloquial use of shall, may
long sentences, complex sentence structure
9 1 prior consent 2 commenced 3 mutual
4 terminated 5 consecutive 6 comply with
7 contravenes 8 pursuant to
9 designation 10 compulsory purchase
1 Generally speaking, a formal style in writing and
speaking is appropriate when dealing with official
bodies and organisations, people you do not know well
you know that they prefer a more informal style of
speaking/writing). The factors that might affect the
choice of a more formal style include the nature of the
relationship of the people involved and the conventions
of the text type in question (for example, a document to
be submitted to the court would be written in a formal
style).
2 Formal language would be most suitable for the seminar
presentation and seminar paper. Both, however, would
benefit from some paraphrases of technical language
into plain English, as this will aid communication . A
more neutral register would be appropriate for speaking
and writing to a client (but see Background note below
for further discussion of this).
1 T 2 F (A foreigner must sell inherited agricultural land
within a year.) 3 F (Foreign business entities may
acquire buildings/structures on non-agricultural land.)
4 F (Foreigners can acquire land in Ukraine by buying
shares in a Ukrainian company that owns land:)
1 allowed to buy, exception, circumstances, ownership
rights
2 And this one is particularly important ...
So, it is not possible for foreigners to own farmland.
So, if they plan to do business and buy existing facilities
or construct new facilities for business, they may have
certain ownership rights to land
... cannot buy farmland.
3 Let me stress that although foreigners can't own
farmland, they are allowed to lease it.
The situation with non-agricultural land is quite different.
In this case, it is possible for foreigners, ...
Now let's turn to a very important point: the
circumstances under which foreign ownership of land in
Ukraine is possible .
 4 But I must point out .. . The periodic is the one that is automatically renewed
Let me stress that .. . at the end of the tenancy period, right?
But I should str~ss that ... 17 Yes, that's right.
Now let's turn to a very important point: .. . That's right.
5 And this one is particularly important for .. . That kind of thing, yes.
But I must point out that there are some significant 18 I'm sorry.
exceptions. 19 I'm expecting a call in a few minutes, so don 't have
16 1 deposit 2 rental income 3 ·mortgage much time left.
4 capital appreciation 5 purchase price Thanks very much for your help.
17 1 purchase price 2 deposit 3 mortgage 20 I'll be in touch nearer the time.
4 rental income Not at all , and thanks for calling.
1 8 On the face of it, this seems like a good investment. Goodbye.
Possibilities for checking include speaking to an 28 a 19, 20 b 9 c 19, 20 d 16 e 10 f 15 g 13
independent financial adviser, running a search on an h 7 i 15 j 16 k 12 I 7 m 16 n 2 o 8
independent financial website (e.g. www.fool.co.uk) and p 14 q 11
comparing the figures quoted with those quoted by other 30 0 Plan your call. Make notes on what you want to say
agencies. and write out important phrases or questions.
19 1 From a colleague (Jordi Forrat) 0 Practise what you are going to say before you call. Do
2 No you need to speak more slowly?
201c 2b 3a 4b 0 As you make calls, write down any new expressions
21 1 , 2, 4,5, 6,8 , 9,12,14 you hear and add them to a phrase book.
22 1 T 2 T 3 F (In reply to Ms Cervera 's question about 0 If the speaker talks too quickly, don't be afraid to ask
what happens if a developer goes bankrupt, Ms Fialova him/her to slow down.
replies 'That's rare in the Czech Republic ' .) 4 F (If 0 At the end of a call , summarise what you have agreed
someone has used a property as security for a loan, the so that you can confirm you both understand.
lienholder would have a legal claim against the property
if the lien has not been satisfied.) 5 F (Restrictive
covenants limit the use of property.) 6 F (She recommends Language Focus
her brother as a letting agent for finding tenants.) 1
23 1 c 2 d 3 g 4 h 5 i 6 j 7 a 8 e 9 b 10 f verb positive negative abstract noun
25 1 A statutory periodic tenancy is automatically created. adjective adjective
2 The landlord can choose to evict the tenant, in which
case he/ she must first serve notice (of eviction) . limit limited unlimited limitation
26 1 5 2 six 3 1 September (year not given) 4 14,000 define definite indefinite definition
Czech crowns 5 28th 6 28,000 Czech crowns specify specified unspecified specification
27 1 Novak and Fialova , how may I help?
inherit inheritable uninheritable inheritance
2 How may I help?
I'd be very pleased to . enforce enforceable unenforceable enforcement
3 Hello , can I speak to Ms Fialova, please? apply applicable inapplicable application
4 Can I tell her who 's calling?
complete complete incomplete completion
5 It's Marta Cervera from Jacksons in Valencia.
6 I'll put you through 2 1 real estate, real property
7 Hello, Ms Cervera? 2 prior agreement, prior consent
8 I'm calling about my recent email. 3 mutual agreement, mutual consent
I wondered if it would be possibl e t o discuss some of 4 exclusive agreement , excl usive possession
the points over the phone? 3 2 b 3g 4 c 5a 6d 7 f
.. . we wondered if you could handle the conveyance? 4 2 j 3 e 4g 5h 6d 7 b 8a 9f 10 c
I wonder if you wouldn 't mind talking me through the
essentials?
I've just received the translated tenancy agreement and Unit 8
wanted to check on a couple of things . 21F 2T 3T 4F
10 Do you have a moment? 3 1 claimant; defendant; solicitor; barrister; court
15 I thought so 2 arbitrator; arbitration tribunal (arbitration tribunal;
Of course. arbitrator)
So I'd heard. 3 third party; disputing parties
Really? 41d 2a 3b 4c
That's right. 5 The we bsite refers to mediation .
Great, thanks . 6 ADR is often much quicker than litigation (in the USA,
I'm pleased to hear that. the average contract-based lawsuit takes two years ;
Really? similar cases in arbitration can be as short as five or
16 It's a buy-to-let property th at you're interested in, is that six months). This ca n mean that arbitration is also much
right? cheaper than litigati on. Parties ca n stipulate th at the
Right, so I don 't need to form a li mited company first to arbitrator must have specific experience in the matter
own property? under dispute . Judges may be experienced in law, but
Why? Are th ere t ax advantages? may not have specific experience in the fie ld that is
Sorry, can yo u say that aga in, please? being litigated. Employing AuR methods often means
I'm sorry, what was your question? that parties are more li kely to contin ue to do business
What, like no animals -that kind of thing?

Answer key
 with each other, and is a good option if litigation is likely
to cause public embarrassment. However, ADR may not
be an option where one party wants a test case to set a
precedent or is seeking injunctive relief. It may also be
the case that one party is hoping to drive another out
of business, an outcome that is often better achieved
through the time and expense of litigation.
One party may see a strategic advantage to litigating,
rather than attempting ADR. This can be particularly true
if one party has greater financial resources, or if it is
perceived that one party would be likely to win a more
substantial award should it go to trial. Litigation may also
be a preferred option if the case involves unsettled legal
issues, rather than purely factual ones. However, litigation
will often have a negative impact on the relationship
between parties, and can be bad for business.
7 1 Nicholas invites Professor Zhang to take part in a
simulated arbitration at the Law Faculty and to join the
members of ELSA as their guest at a dinner.
2 The simulated arbitration will be about a Chinese case
called the 'peanut kernel' case.
3 Nicholas offers to send Professor Zhang relevant
information about the planned simulation.
8 a am taking (B)
are also learning (B)
are visiting ... and giving (A)
are holding (A)
are hosting (A)
b will advertise (C)
wi ll attend (D)
will be carried out (E)
wi ll have time (E)
will use (E)
will be able (E)
9 1 are holding 2 am flying 3 am meeting 4 will try
5 will contact 6 will be
101c 2a 3b
11 He talks about topics 2, 3 and 5.
12 1, 2, 5, 6
161c 2d 3e 4a 5b
18 1 A burden is a heavy load that you carry. It is also used
to mean something difficult or unpleasant that you have
to deal with or worry about.
2 The most common types of litigation are employment
and contract disputes.
19 1 F (They are 12 times higher in the USA.) 2 T
3 F (They consider arbitration to be quicker, but see little
difference in cost.)
20 Increased regulation
21 1c 2d 3a 4b
22 They could come to the end of their contract (and not
have it renewed).
They could hand in their notice and leave at the end of the
period of notice.
They could be dismissed (fired), i.e. lose their job because
they have done something wrong or badly, or as a way of
saving the cost of employing them.
They could also be made redundant, i.e. lose their job
because their employer no longer needs them .
They could leave as a result of the employer's breach of
contract and sue for constructive dismissal.
23 1 When an employee resigns due to his/her employer's
behaviour and brings an action against the employer.
The employee must prove that the employer's actions
were either in serious breach of contract or unlawful.
2 The allegations were untrue (so the client claims) and
were made in front of another person .
24 1 To inform the recipient that one of his employees has
left his firm and intends to sue for damages.
2 Mr Tyler accused Ms Loushe of stealing confidential
information.
3 A tribunal claim for constructive dismissal and a
defamation suit (both are claims for damages).
4 Suggest an acceptable settlement (satisfactory proposals) .
251h 2e 3i 4a 5c
26 1 The letter states that our client would be prepared to
discuss alternative means by which this matter might
be resolved. This suggests that Ms Loushe is leaving
her options open for the time being.
2 On the face of it, she is in a very strong bargaining
position, due to the exact nature of Mr Tyler's conduct.
It is possible that she may simply accept a return to
work, together with some kind of financial compensation
for hurt feelings. However, she may try to use the
situation to her advantage and insist on the promotion
and increase in salary mentioned in the letter (as well
as this, she may also require some kind of financial
compensation due to the malicious nature of Mr
Tyler's actions). Alternatively, she may feel that she
is no longer able to work for the firm and insist on a
generous financial settlement.
27 Typical features of formal legal correspondence include:
use of the passive, words of Latin origin often favoured
over words of Anglo-Saxon origin, a tone which is often
colder than business correspondence (which is generally
more neutral), the use of (formal) standard phrases, e.g.
we are instructed by the above named client.
28 1 her employment with your company 2 due to the
circumstances under which the allegations against our
client were made 3 satisfactory proposals for
settlement of this matter 4 in connection with
5 stand excellent prospects of success should she decide
to pursue a claim 6 to commence proceedings against
you 7 a substantial increase in her remuneration would
shortly be forthcoming 8 instructed by the above named
9 In light of 10 a positive asset to the company
11 are informed
29 Full details of exactly what happened (including the
circumstances of the alleged theft, what evidence Mr Tyler
has and how he might have defamed Ms Loushe).
30 1 F (Ms Loushe has not come into work, but has not
resigned or been dismissed.) 2 F (He fired her for
professional negligence.) 3 T 4 T 5 T
31 On the face of it, not very cpnvincing. Mr Tyler's suspicions
are based purely on circumstantial evidence, conjecture
and rumour. A lawyer would probably advise him to settle
as soon as possible.
32 1 Concrete evidence of the alleged theft.
2 To take Mr Tyler to a tribunal (for constructive
dismissal).
3 He should offer a generous settlement.
4 The damages consist of two separate awards, the basic
award and the compensatory award. The basic award is
calculated according to a formula based on age, length
of service and gross pay. The compensatory award is to
compensate for the loss suffered through being unfairly
dismissed.
5 £58,400
33 Before I can give you any advice, I need to establish the
relevant facts.
Please do give as much detail as possible, and try not to
avoid any facts which may be uncomfortable. It's better
I hear everything now in order to avoid any unfortunate
surprises later.
 It's probably best just to stick to the facts surrounding .. .
And you think that this is in some way connected with .. .?
I think you'd better tell me just what you suspect ...
And do you have any proof ...?
So these are just suspicions?
34 Dear Sirs
Re: Jaycee Loushe
Thank you for your letter of 29 February 2008 .
We cannot accept the allegations your client makes
against Mr Tyler. With regard to the specific points you
raise:
1 It is clear that Ms Loushe has misunderstood Mr
Tyler's concern over the possible misuse of confidential
information . Mr Tyler has certainly taken Ms Loushe into
his confidence on this issue, but it had not occurred to
him that the difficulties currently faced by David Tyler
Construction Ltd could have anything to do with your
client.
2 Our client denies ever having made any reference to Ms
Loushe's possible promotion .
3 Our client denies ever having made any defamatory
statements concerning Ms Loushe.
Should your client choose to pursue these allegations , Mr
Tyler will have no option but to file a counterclaim against
Ms Loushe for recovery of damages arising from her
sudden departure without notice.
Yours faithfully
Tong, Nelson and Yarbrough Solicitors
Tong, Nelson and Yarbrough Solicitors
Language Focus
1 1 to reach an agreement, an outcome , a settlement
2 to file a lawsuit
3 to deliver a judgment
4 to decide on an outcome , a settlement
5 to settle a dispute , a lawsuit
2 11 1 fully binding, binding on (The term binding upon is
verb abstract noun personal noun
settle settlement
resolve resolution
arbitrate arbitration arbitrator, arbiter
mediate mediation mediator
3 2 resolve/settle 3 legal 4 alternative; resolution
4 2 You mentioned that ...
3 Could you go back to the point about .. .
4 I'm afraid I didn't understand what you said about ...
51d 2c 3e 4a 5b
Unit 9
1 1 Public international law refers to the corpus of
legal rules that apply between sovereign states and
international organisations (e .g. the United Nations and
the International Court of Justice) . Private international
law is that part of law that deals with cases involving a
foreign law element where different judgments may result
depending on which jurisdiction 's laws are appl ied.
2 The two main weapons availabl e to t he international
com munity when a state refuses to com ply wit h
internationa l law are sanctions (agreements among
states to cease trade with a state that has violated
internationa l law) and the threat of war. It is sometimes
said that most states follow most international law
most of the time, and countries have often stretched
or violated international law. Common justifications
for such violations include the claims that important
national security and foreign policy goals are at stake.
3 If the case goes to trial, the court will first decide
whether or not it has jurisdiction. The legal questions
will then be identified , and choice of law rules will
determine what laws should be applied. The case will
then proceed according to these laws.
2 1 Custom, legislation and treaties
2 1 In which jurisdiction may a case be heard?
2 Which laws from which jurisdiction(s) apply?
3 A supranational legal framework is one that involves
more than one country and has power or authority that
is greater than that of single countries. The laws of a
nation state are not applicable if in conflict with those
of a supranational legal framework.
3 1 to; by; in 2 to 3 Under; to 4 to 5 on
41c 2d 3f 4a 5e 6b
51f 2a 3c 4b 5e 6d
7 The topic of the first seminar is 'Recent developments in
European labour law' ; it is intended for lawyers in private
practice, in-house counsel or civil servants specialised in
labour law or working with businesses, associations or
trade unions at national or European level. The topic of
the second seminar is ' Recent developments in European
company law' ; it is intended for lawyers in private
practice , in-house counsel, officials in tax administrations ,
accountants and academics.
818 2A 3N 48 5N
9 Directive 2007 /36/EC on ...
. . . the 3rd and 6th Company Law Directives ...
. . . the Commission published its Communication
COM(2007)394 .. .
A recommendation on ...
... for the European Private Company Statute.
... the proposal for a Directive on .. ..
10 1 Recommendations and opinions 2 Regulations
3 Directives 4 Decisions 5 Communications
also used, although is increasingly less common in
contemporary /ega/ texts.) 2 Member State
3 achieve a goal, reach a goal (The two collocations mean
the same.) 4 leave something to the discretion of
5 course of action
12 1 A landmark case (or landmark decision, landmark
rulingj is one that establishes a precedent which either
substantially changes the interpretation of the law or
establishes new case law on a particular issue. This
case is considered to be a landmark case because it
will have an impact on countries that do not have a
minimum wage but who rely on collective bargaining.
2 a Laval: a Latvian construction company employed
to carry out some renovation work on a school
in Sweden; Laval gave the work to one of its
subsidiaries (see below).
b Vaxholm: the Swedish town where the school was
located
c L. and P. Baltic Bygg: the subsidiary company of
Laval who actually carried out the renovation work on
the school in Vaxholm
3 The case was heard in the Swedish Labour Court and
the European Court of Justice .
13 1 F (They ca lled for the blockade because the Latvian
workers were being paid less th an t hey shou ld have
been.) 2 T 3 T 4 T
14 1 wage 2 barga ining 3 Latvia 4 lower
5 bankruptcy 6 Justice 7 2007 8 right 9 services
10 Posting 11 disappointed
Answer key
16 . 1 Ideas emanating from one jurisdiction can be developed
by individuals or companies from other jurisdictions,
leading to possible issues concerning international law,
e.g. open source software, often developed collectively
by programmers from many jurisdictions, sometimes
infringes registered patents.
2 A case involving parties from different jurisdictions will
often involve questions of a) what court has jurisdiction
to hear a case, and b) what laws (from which
jurisdictions) apply to wh ich aspects of the case.
1 7 Headline 2
181d 2a 3c 4b
19 1 presumption 2 governs (to govern) 3 rigid
4 entitled (to entitle) 5 narrow 6 infringement
7 ruling 8 extended (to extend) 9 test
21 1 AT&T holds a patent on its voice-compression software
(referred to as AT&T's speech-processing computer in
the decision).
2 Sending a part of a patented invention overseas to be
incorporated into another product.
22 1 Section 271(f) of the Patent Act provides that
infringement occurs when one 'suppl[ies] ... from the
United States', for 'combination ' abroad, a patented
invention 's 'components ' .
2 1 Unincorporated software is not a 'component' of an
invention under §271(f) because it is intangible (not
material or physical) information.
2 Copies of Windows made overseas and installed
abroad were not 'supplie[d] ... from the United
States ' under §271(f).
3 Microsoft was not liable under §271(f) because it did
not export the copies of Windows installed on the
foreign-made computers in question from the United
States, and t herefore did not 'suppl[y] ... from the
United States' 'components' of those computers.
23 The software at the centre of this case was first sent
from the United States to the foreign manufacturers either
on a master disk, or by electronic transmission . It was
then copied by the foreign recipients for installation on
computers made and sold abroad. The ruling may have
been different had Microsoft physically supplied each copy
of Windows (i.e. by post on CD or DVD) that was then
installed on the foreign computers.
25 countries: Scotland , Austria , Germany, Slovenia, America
(the term USA is also mentioned), UK, Russia
nationalit ies: Austrian , Turkish , British, American , Italian
26 1 A restaurant in Austria (lnnsbruck)
2 The joint purchase of a restaurant from Mr Piombo
3 As a Turkish national, Mr Kundakg1 can 't buy property in
Austria.
4 Which court is competent to hear the case (has jurisdiction)
27 1 Slovenia 2 Germany 3 British 4 Scotland (UK)
5 Kentucky (USA) 6 Austria 7 Russia 8 email
9 Jones 10 credit rating
28 a 1 Court must decide whether it has jurisdiction in each
of the possible legal actions in the case.
2 Break down the cause of action (the facts that give
rise to the legal claim) into its component legal
categories.
3 Once the lega l issues have been determined , decide
which laws should be applied .
4 Apply t he appropriate law to reach a j udgment.
5 Secure cross-border recogn ition of any award .
b 1 T 2 T 3 F (It is the facts that give rise to a lega l
action.) 4 F (It is a question that arises in connection
with the main claim.) 5 T 6 F (Cross-border
recognition needs to be secured separately.)
29 Welcome the client: Yes
Acqu ire information: Yes
Supply information and advise: The lawyer supplied a lot
of information on the stages of a conflict of laws case,
although he gave little actual advice. Presumably this will
be included in his follow-up letter once he has had the
opportunity to research the possible legal claims and
issues in more depth.
Part: Yes
30 a 1 rephrasing
2 giving examples
3 simplifying
4 giving further details
b rephrasing: to put it another way ... ; this actually
means ...
giving examples: for example, for instance
simplifying: in essence, really
giving further details: specifically, in particular
31 Student A
1 nationality: the official right to belong to a particular
country;
2 dual citizenship: the state of being a member of two
particular countries and having rights in both because
of this
3 competent: a court is competent (or has competence) if
it has jurisdiction to hear a particular lawsuit
4 forum shopping: the practice of filing a lawsuit in the
jurisdiction thought most likely to provide a favourable
outcome for the claimant
5 expat (=expatriate) : a person who has decided to live
in another country, often for work purposes or to retire
6 cause of action: the fact or facts that give a person the
right to seek a legal remedy through litigation
Student B
1 joint purchase (of land): to buy land together with one or
more other people or business entities
2 residence: the place where you live (a person may have
hisjher state of domicile elsewhere for tax or other
purposes, especially if the residence is for convenience
or temporary)
3 domicile: the place where a person has his or her
permanent principal residence (home) to which he or
she returns or intends to return
4 renvoi: the choice of law rules that may be applied
whenever a court is directed to consider the law of
another jurisdiction
5 cross-border recognition: for something (e.g. a judicial
decision) from one jurisdiction to be accepted in another
6 adjudicate: to act as judge in a legal dispute; to make a
formal decision about something
Language Focus
1 1 binding 2 advisory 3 customary 4 enforceable
5 governmental 6 intellectual
2 1 bilateral 2 non-governmental 3 supranational
4 inter-state
3 1c 2d 3 a 4b
Unit 10
1 1 A system that combines two or more aspects of
different lega l systems.
Mixed systems include those based on civil law
and common law (e.g. Scotland, the Phi li ppines and
jurisdictions based on South African law), civil law
and religious law (e.g. Egypt, Indonesia and Morocco),
common law and religious law (e.g. India, Pakistan and
Singapore).
 3 The majority of English-speaking jurisdictions have
common law or mixed systems based on common law.
2 1 The importance of comparative law is growing due
to the globalisation of world trade, which means
that lawyers often have to work with more than
one jurisdiction, and as a result of the increasing
harmonisation of laws worldwide. Internationalism
and democratisation have also· ledto the growth in
importance of the study of comparative law.
2 HCC stands for the Hague Conference on Private
International Law. It is a global intergovernmental
organisation which aims to work for the progressive
unification of private international law.
3 The Uniform Law on the International Sale of Goods,
1964.
3 1 Applicability of laws refers to the question that arises
when a case involves parties from more than one
jurisdiction : wh ich set of laws applies to the case?
2 International civil procedure refers to the process that
courts will follow when hearing civil cases that have an
international element.
3 Enforcement of judgments means the efforts that are
made to make sure that a legal decision is obeyed (e.g.
ensuring that an award for damages is paid, or that a
contract is performed).
4 The phrase progressive unification of law is used to
talk about the process by which laws from different
jurisdictions are made more similar.
4 1 Civil law originated in ancient Rome and was later
developed in continental Europe.
2 Precedent is at the core of common law systems. The
term refers to decisions that establish legal principles,
or which reverse the decision in an earlier case. These
precedents are then applied in future cases.
3 Stare decisis is the doctrine that compels lower courts
to follow decisions made by higher courts.
4 codified law, enacted law
Note: The term written law is also used. These terms
contrast with the terms uncodified law, unenacted law
and unwritten law (all used to refer to precedent).
5 1 subsequently 2 compels 3 rendered 4 paramount
In each pair, the second word (the one in the original text)
is more formal.
6 the target legal system. They should be explained to the
Common law
Civil law
Origin England (from the 11th Roman law,
century on); reported as codified in
judgments of adjudicated the Corpus
disputes Juris Civilis of
Justinian
Countries England, Wales and Ireland, Continental
found in 49 US states, nine Canadian Europe and
provinces, most independent around the world
States of the British
Commonwealth
Importance Precedent is the major Supplements the
of case law source of law; lower courts
codified body
compelled to follow decisions of law
of higher courts (stare
decisis)
Importance Priority given to unenacted
Priority given to
of enacted law over enacted law enacted law over
law unenacted law
1 Contrasting: ... is much more detailed t han ... ; A major
difference between ... ; it differs in ... ; Conversely; the
opposite is true
Expressing similarity:
... share similar ... ; ... in both ...
8 1 differ in ; Conversely
2 Conversely, the opposite is true
3 In both
4 A major difference between; Conversely
10 1 The translator can translate a term incorrectly. This is
often due to interference from another language (i.e .
the translator wrongly thinks that a similar sounding
word from his or her own language means the same) .
It could also be because there is no equivalent concept
in the language of the jurisdiction into which the text is
being translated. In the latter case, the translator might
choose a wrong word, leave out the unknown term or
fail to provide an adequate paraphrase.
2 These problems can best be avoided if the translator
has a good knowledge of both legal systems of the
source language and the target language, or if the
translator works together with someone who knows the
legal system with which the translator is not familiar,
or if the translator is fully aware of the problems that
can occur and researches the unfamiliar terms very
carefully.
3 A practising lawyer should be aware of these problems
when making use of texts which have been or need to
be translated so that he/she can make sure the quality
of the translated text is good before relying on it. This
is especially true when dealing with clients, documents
andjor laws from another jurisdiction.
11 They need to be aware of the differences between
different legal systems, which involves having a high
level of familiarity with the legal systems of the countries
'originating and receiving the translated message' .
12 False friends are words that appear to be the same as
other words in the target language, but which actually
have a different meaning.
13 1 The first category includes concepts that have a nearly
identical equivalent in the target language.
2 The translator should research carefully and avoid
misleading the reader or distorting the message when
choosing terms.
3 The problem posed by the third category is when there
are legal concepts with no near or rough equivalent in
degree necessary to the particular context.
17 1 Equitable remedies are the remedies developed by the
old courts of equity, such as the Court of Chancery in
England. These remedies are still available today in
common-law jurisdictions and include injunction, specific
performance, rescission and estoppel.
2 The doctrine of promissory estoppel prevents one party
from withdrawing a promise made to a second party if
the latter has reasonably relied on that promise and
acted upon it to his detriment.
3 Some jurisdictions have different general categories
of crime depending on their seriousness. In US
jurisdictions, a misdemeanour is a lesser crime
punishable by a fine and/or county jail time for up
to one year. Misdemeanours are distinguished from
felonies, which are more serious crimes and can be
punished by a state prison term .
4 The thing of value that induces another to enter into a
contract, including money payment, services offered in
return and promises, is referred to as consideration. In
comm on-law systems, consideration must be found in
order for a contract to be lvgally binding. Consideration
must not be from t he past, wh ich means that a
Answer key
 contract cannot be based upon consideration that was
given before the contract was made. For example, if
A promises to reward B for an act that B has already
performed, the performance of that act is past
consideration and therefore not good consideration.
5 The Lord High Chancellor of Great Britain (or Lord
Chancellor) is responsible for the efficient functioning
and independence of the courts.
19 c
20 1 Michael asks Gareth what the term means.
2 Because she took her first degree in the UK. She also
wrote her dissertation on the topic of equity.
3 Equity developed as a way of dealing with the inflexibility
of the English legal system .
21 1 F (It removed the Lord Chancellor's judicial roles.)
2 F (The examples of equitable remedies given in the text
are injunction and specific performance.)
3T
4 F (The Court of Chancery was abolished by the
Judicature Acts 1873-1875.)
22 1 F (It is similar to the English concept of good faith.)
2 T (It has the effect of softening the harshness of the
law in the same way as equity does in England.)
23 Is that the equivalent of Treu und Glauben?
From what Beate said , it's basically the same as your
concept of good faith. It has a similar effect to equity in
certain cases.
I think that equity corresponds to certain concepts in the
French Code civil , but these haven't had quite the same
amount of influence that the concept of good faith has
had in Germany. Still, they're comparable to each other.
What they do have is something similar called the
doctrine of the abuse of rights . That has the effect of
softening the harshness of the law in the same way as
equity does in England.
34 1 A tax haven is a country or independent region where
certain taxes are levied at a low rate or not at all.
2 There are many tax havens throughout the world,
including Andorra, the Bahamas, Jersey, Monaco and
Panama.
3 Tax avoidance refers to legal measures that can be
taken to minimise a person or business entity's tax
burden. Tax evasion refers to unlawful measures to
achieve the same ends as tax avoidance.
4 Asset protection refers to methods by which individuals
or entities protect their assets from legal problems
(e .g. judgments) and/or taxes through the use of
multiple business entities , trusts , insurance, and estate
planning.
26 a
27 1 Stiftung 2 Anstalt 3 beneficiaries 4 contempt
28 Examples in italics are not included in the text.
Function Examples
Giving extra Besides, Furthermore, In addition, On top of
information this, Similarly, Moreover, What's more
Comparing, Although, While, Instead, That said, Despite
contrasting and this , However, On the other hand,
qualifying In contrast, Alternatively
Introducing Consequently, Because of this, As a result,
the result Therefore , As a consequence, It follo ws
of previous from this, For this reason , So, Thus,
information Accordingly
Emphasisi ng Notably, Th e fact that, In fact, In particular,
Of course, Clearly, Ultima tely, Indeed
30 Dear Ms Radford
Asset protection entities in Panama
Thank you for your phone call of 5 June 2008. As I outlined
briefly during our conversation, I believe the Panamanian
foundation (hereafter the foundation) might be a suitable
alternative asset protection mechanism. I have now had
the opportunity to research this more fully, and am pleased
to provide the following summary of the foundation.
The foundation is largely based on Liechtenstein's Stiftung,
as described in my letter of 2 June 2008. Like a corporation,
the foundation can hold title to assets in its own name.
However, it can also make discretionary payments to the
founder or beneficiaries, like a trust. As with the Stiftung, the
foundation is mostly controlled by its bylaws. These bylaws
do not have to be registered or publicly disclosed .
Perhaps the greatest advantage of the Panamanian
foundation over the Stiftung is that the Panamanian
version is relatively inexpensive to form and maintain.
Another advantage is that Panama is in the U.S. Eastern
time zone, making administration of the foundation from
the U.S. easier. However, the time difference between
the U.S.A. and Liechtenstein does have the advantage of
being potentially frustrating to creditors in communicating
with their local counsel.
Panama has a three-year statute of limitation for
fraudulent transfer challenges to contributions to the
Foundation . If gifting is utilised to fund the foundation,
there will be a three-year window available for creditors
to attempt to void the gifts. Once past the three-year
limitation, the assets are generally safe from creditors.
Panamanian law specifically provides that the foundation
assets may not be applied towards the debts of either the
founder or any beneficiary.
As with the Stiftung, probably the best use of the
Panamanian foundation is not to hold assets but rather
to own an entity that is used as a management company.
From a creditor's viewpoint, the management company will
be owned by a Panamanian charity with three Panamanian
residents as members of the foundation's council. The
creditor will likely not see that the U.S. settlor has appointed
one or more protectors to make sure that the council
members carry out the purposes of the foundation, as set
forth in the charter. Therefore it would be very difficult for
a creditor to claim that the U.S. owner of the asset being
managed has any ties to or control over the foundation.
I would be very pleased to provide you with further details
should you be interested in setting up such an entity, and
look forward to receiving further instructions .
Yours truly
John Platt
Language Focus
1
Verb Noun Adjective
globalise globalisation global
harmonise harmony harmonious 1 harmonised
enforce enforcement enforceable
unify unification unified
apply applicability applicable
2 1 c 2 d 3a 4b 5 e
3 1 apply, enforce, ren der, recogni se
2 apply, enforce, harmonise, modernise, recogn ise
4 2 Thus/Therefore 3 In addition 4 however
5 Therefore/ Thus
 Glossary
accused (page 40) someone charged with a crime, the
defendant in a criminal proceeding
action in tort (page 40) case brought in court, seeking
damages for a tort (see tort)
actus reus (page 40) criminal deed or act (compare to
mens rea , wh ich means the criminal intent)
adjudicate (page 107) to act as judge in a dispute; to
make a formal decision about something
administrative law (page 8) body of law, such as rules,
regulations, orders and decisions, created by and
related to administrative agencies
agency law (page 60) law regarding the relationship
where one person (the agent) acts and is authorised
to act for another (the principal)
agreement (international) (page 94) written agreement
between states or nations governed by international
laws
alternative dispute resolution (ADR) (page 84) form or
method of resolving disputes apart from litigation
arbiter (page 84) impartial person given power to
decide a dispute
arbitral tribunal (page 84) collective body of arbitrators
or arbiters
arbitration (page 84) form of dispute resolution (an
alternative to litigation through the court system) in
which disputes are heard and decided by an impartial
arbitrator or arbitrators, chosen by the parties to the
dispute
arbitrator (page 84) impartial person having the power
to decide a dispute
articles of association (page 51) (UK) document that
defines a company's internal organisation (US bylaws)
assault (page 29) intentional attempt or threat to
injure another person that causes them to reasonably
expect to be harmed
assignee (page 19) person who receives an assignment
assignment (page 19) transfer of one 's contractual
rights to a third party
assignor (page 19) person who transfers his/ her rights
or duties to another
attorney (page 83) lawyer
balance of probabilities (page 40) where proof of
liability must be shown to be more likely than not
bankruptcy law (page 60) Jaw regarding a legal
procedure for the settling of debts of individuals or
businesses unable to pay what they owe. All thei r
property is surrendered to a court-appointed official
who liquidates the property to pay the claims of
creditors.
barrister (page 83) (UK) lawyer admitted to plead at the
bar and in superior courts; a member of one of the
Inns of Court
board of directors (page 51) group of individuals
elected by shareholders to make the major decisions
of the company
body (international) (page 95) organisation or entity
(active internationally)
breach of contract (page 19) failure to perform a
contractual obligation or interference with another
party's performance which incurs a right for the other
party to claim damages
breaching party (page 19) party violating the terms of
the contract
burden of proof (page 40) requirement of presenting
enough evidence to support a claim
burglary (page 40) unlawful entering of a building with
the intent to commit a crime
business entity (page 50) legally recognised
organisational structure designed to provide and
sell goods and services. Basically, three separate
categories of entities exist: sole proprietorships ,
partnerships , limited liability companies ((US)
corporations).
carriage of goods (page 60) field concerned with the
legal relationships between the shipper (or owner)
of goods, the carrier, and the receiver; consignee of
goods
certificate of incorporation (page 51) document issued
by a governmental authority granting a company
status as a legal entity
charge (page 40) to make a formal accusation of a
crime
charter (International) (page 94) international
agreement granting certain rights to an international
body by the signatory nations of such agreement
chattels (page 73) personal property (excluding
freeholds)
civil cases (page 84) any case concerned with non-
criminal matters, rights and remedies
civil code (civil law) (page 61) set of laws in written
formulation used in civil-law systems developed from
Roman Jaw and used in many European countries
civil law (page 106) 1) legal system developed from
Roman codified Jaw, established by a state for its
regulation ; 2) area of the Jaw concerned with non-
criminal matters, rights and remedies
civil wrong (page 29) injury or damage that is not the
result of a crime
claimant (page 40) (UK) person who brings a civil
action; (US) plaintiff
clause (page 22) paragraph or section of a contract
commercial law (page 8) body of Jaw governing the
relations between persons engaged in business
commercial transactions (page 60) dealings and acts
of carrying out of commercial functions including
procedu re s of creation , transformation , agreements
and exchanges, in conducting and negotiating
bus iness and economic activities
common law (page 106) body of Jaw formed through
judicialjcourt decisions, as opposed to law formed
through statutes or written l•'gislation (also case law,
judge-made law)
 community service order (page 40) alternative to
prison, a criminal sentence that requires the offender
to do unpaid work in the community
company (page 50) (UK) institution created to conduct
business, usually an association of persons (US
corporation). It exists as a separate legal entity
from the owners (who are called shareholders). In
common usage, it is sometimes used just to refer to
a business.
company formation (page 51) process of registering a
company. Companies can be created by individuals,
agents, attorneys or accountants. The majority of
companies formed in the UK and the USA today are
formed electronically.
company law (page 8) body of law related to forming,
registering, governing and dissolving companies
comparative law (page 106) study of the differences,
similarities and interrelationships between different
legal systems
compensation (page 73) payment for performance of
work or for loss sustained
compensatory damages (page 29) as a result of a
lawsuit, the award of an amount of money to the
injured party in an amount equivalent to the financial
value of his injury
competition law (page 60) (UK) body of law that
regulates business activities and markets, especially
agreements and practices that limit competition; (US
antitrust law)
conflict of laws (page 94) see private international law
consideration (page 18) something of value given by
one party to another in order to induce the other to
contract. In common law, consideration is a necessary
element for an enforceable contract.
constitutional documents (page 51) documents which
define the existence of a legal entity and regulate the
structure and control of the entity and its members.
The exact form of the constitutional documents
depends upon the type of entity. Examples include
(UK) memorandum of association ((US) articles of
incorporation) and (UK) articles of association ((US)
bylaws).
constitutional law (page 8) body of law which includes
legislation based on the constitution, that is the
fundamental law of a nation, as well as judicial
decisions which interpret and apply the constitution
contentious work (page 60) struggle or effort, causing,
involving or characterised by argument or controversy
pertaining to causes between opposing parties. It
common ly involves the consequences of breach of
contract and also maybe be known as litigation.
convention (international) (page 94) written agreement
between states or nations governed by international
laws, e.g. the Bern Convention with respect to the
protection of copyrights
conveyance (page 72) transfer of property rights in
land from one person to another; instrument used to
transfer title to property
conviction (page 29) finding of guilt in a criminal case
corporal punishment (page 40) punishment inflicted on
the body, such as whipping
counsel (page 83) lawyer representing a party in a legal
matter, any person conducting a matter in court
counter-offer (page 18) new offer with new terms made
)
as a reply to an offer received
court (page 83) place where cases are heard and
justice administered. The judges and all other officers
and jury are also referred to as the court.
creditor (page 51) person or company who is owed a
financial obligation
crime (page 40) a violation of public law which is
subject to punishment such as imprisonment or fine
criminal law (page 8) area of law that deals with crime,
punishment or penalties (also penal law)
custom (page 94) long-established practice recognised
as having the force of law
customary international law (page 94) international
law that has not been made manifest or ratified, but
is based primarily on natural law and is recognised
by the International Court of Justice and the member
nations of the UN
customs union (page 95) group of nations or tariff
areas created to remove customs barriers between
them and to agree to a common tariff policy in
relation to non-member nations
damages (page 19) money awarded by a court in
compensation for loss or injury
debtor and creditor law (page 60) law in regards to
financial obligations and legal interactions where one
party is unable to pay a monetary debt to another. It
may include insolvency, bankruptcy, foreclosures and
repossessions.
deed (page 73) a written instrument transferring
ownership in property
defendant (page 40) person against whom an action
is brought in court (also respondent). Defendant is
generally used when referring to the answering party
to a civil complaint; respondent is generally used
when referring to the answering party to a petition for
a court order.
discovery phase (page 83) period before trial when
formal procedures are used to obtain relevant
information from the other party/parties
disposition (page 72) disposing of, parting with or
otherwise giving up of property; transferring care or
possession
dispute (page 83) conflict or disagreement
dispute resolution (page 83) settling of a dispute
disputing parties (page 83) persons including
companies or agencies involved in a disagreement
employment law (page 8) body of law governing the
relationship between employers and employees,
including the right to organise in unions
enforce (page 83) to make effective. In the case of
an agreement, it is where one party legally compels
performance by the other party.
enforcement (page 83) legally compelling performance
by the other party
enforcement of judgments (page 107) carrying out of
judicial mandates , usually orders
equity and trusts (page 8) legal principles applied to
achieve fairness where the strict rules of law would
be too harsh
essential terms (page 18) provisions required for a
contract to exist
estate pur autre vie (page 72) estate granted only for
the life of someone other than the grantee
exclusive possession (page 73) sole use and benefit of
a property
execution (page 40) death penalty, capital punishment
family law (page 8) body of law related to family
relationships especially divorce, child custody and
adoption
fee simple (page 72) whole interest in a piece of real
property; the broadest interest in property allowed by
common law
fee tail (page 72) estate which lasts as long as the
original grantee or any of his descendants live
felony (page 40) grave crime punishable by a harsher
sentence than a misdemeanour, which is a less
serious crime
file (page 51) to deliver a document to the custody
or records of a court or proper authorities for the
purpose of being kept as a matter of record and
reference
formation (page 18) act of bringing a contract into
existence
framework convention (page 94) international
agreement that provides standards and guidelines for
signatory nations to implement on a national level,
e.g. the UN Framework Convention on Climate Change
fraudulent misrepresentation (fraud in the inducement)
(page 29) the act of misleading someone so as to
entice them to enter into an agreement
freehold estate (page 72) property whose duration of
ownership or occupation is not determined
frivolous litigation (page 88) a dispute in court that
has little chance of success as it lacks merit in law
and/or fact
future expected losses (page 29) a financial loss which
can be reasonably expected to occur in the future
globalisation (page 106) the process of moving towards
a more interconnected world
government agency (page 83) department, authority,
administration of government created by legislation
grantee (page 73) party who receives title to real
property (e.g. the buyer)
grantor (page 73) party who transfers (grants) title to
real property (e .g. the seller)
guilty beyond a reasonable doubt (page 40) amount of
proof needed to convict a defendant of a crime
harmonisation (unification) (page 106) process of
nations adopting laws which are similar to or the
same as other nations
hearing (page 83) formal proceeding before any body
having decision-making powers or authority
heir (page 72) person who inherits or is entitled to
inherit property on the death of another
housing law (page 8) body of law relating to the rights
of tenants and homeowners, and the financing of
housing
impartial referee (page 84) third party appointed to
decide a dispute
imprisonment (page 40) being confined in jail or prison
(also incarceration)
inheritable (page 72) property which can be transferred.
upon death to a person designated as heir
injunction (page 29) official order from a court for a
person to do or stop doing something
injured party (page 19) person whose legally protected
interests have been harmed
insider dealing (page 40) use of confidential, price-
sensitive information when trading in stocks and
other securities (US insider tradinp:J
instrument (page 73) written formal legal document
intellectual property law (page 60) law of property that
protects legal rights associated with products of the
mind, creativity or thought like copyrights, patents and
trademarks
intentional .t ort (page 29) non-criminal, non-contractual
injury in which the person who caused it intended to
cause injury
interference in contractual relations (page 29) tort of
intentionally causing a breach of a valid contract
intergovernmental organisations (page 94)
international institutions established by governments
as opposed to organisations established privately
and acting internationally, i.e . non-governmental
organisations
international arbitration (page 84) arbitration of
disputes between parties to international commercial
contracts
judge (page 40) public official who hears and decides
cases in court
jurisdiction (page 40) territory or district in which a
court has authority to hear cases
jurisprudence (page 60) science or philosophy of law,
study of legal systems and a collective term used for
the body of case law
jury (page 40) group of people selected to come to
a verdict on questions of fact based on evidence
presented in court
land law (page 8) body of law relating to the ownership
of real estate, that is land and the buildings on it
landlord and tenant law (page 60) includes both
contract and property law, and governs the
commercial and residential property rights and
obligations of an owner and renter of a real property
interest for a given period of time, usually determined
by a lease
landlord or landlady (page 73) person who owns
property and either rents it or leases it to another for
money
law clinic (page 8) facility offering free or discounted
legal assistance, often run by law schools and staffed
by law students under supervision of lawyers ·
law firm (page 8) company formed by lawyers to engage
in the practice of law
law practice (page 8) See Jaw firm
lawsuit (page 83) action or proceeding brought in court
(also suit)
lease (page 73) contract for which the use and
occupation of a property is conveyed to another,
usually in exchange for a sum of money (rent)
leasehold (page 72) property whose duration of
ownership or occupation is fixed or capable of being
fixed
legal assistance (page 8) advice and representation in
legal matters
legal framework (page 95) broad system of rules on
which to make decisions
legal person (page 50) artificial entity created by law
and given legal rights and duties, for example a
corporation
legislature (page 61) selected body of people, usually
elected, invested with the re::;ponsibility and power
to make and repeal laws for a political unit, such
as a state or nation. Congress and Parliament are
legislatures.
Glossary
liability (page 29) legal responsibility
liable (page 29) to be legally responsible
licence (page 73) (UK) a right to use property for a
purpose without conferring ownership or possession.
Such right can be taken away at the will of the one
granting the right (US license)
licensee (page 73) person to whom the right to use
property for a particular purpose is granted
life estate (page 72) estate granted only for the life of
the grantee
limited liability (page 50) limitation of an owner;
investor's financial losses or responsibility, usually
limited to the value of a person 's investment in a
company or partnership with limited liability
litigation (page 83) dispute brought before a court for
determination or solution
litigation and arbitration (page 8) litigation entails
bringing a lawsuit in the courts, whereas arbitration
is a form of alternative dispute resolution conducted
outside the courts
loss of earnings capacity (page 29) to lose one's
ability to make a living
mediation (page 84) method of resolving disputes
where the parties are actively involved in the decision-
making process
memorandum of association (page 51) (UK) legal
document that sets out the important elements of the
corporation, including its name, address , objects and
powers . It is one of the two fundamental documents
upon which registration of a company is based; (US
articles of incorporation)
mens rea (page 40) criminal intent (compare to actus
reus, the criminal act)
mercantile agency (page 60) institution which deals
with the supply of credit information about business
organisations to other businesses and financial
inst itutions
misdemeanour (page 40) (UK) petty offence, a crime
less serious than a felony; (US misdemeanor)
misstatement (page 29) statement that is false,
misleading or contains a mistake
monopoly right (page 100) privilege granted by the
government (e.g. a patent) to a person or entity to
exclude all others from using, producing or selling a
certain invention
mortgage(s) (page 60) transfer of legal title of a
property, often land , to another as security for
payment of a debt
nation state (page 94) independent state in which
t he majority of the citizens share the same cultural
heritage and, particularly, the same language
negligence (page 29) failure to be as careful as the law
demands
negligent tort (page 29) unintended injury caused
by lack of care or a failure to act , in contrast t o an
intentiona l tort
negotiable instruments (page 60) (UK) written and
signed documents which represent an intangible
right of payme nt for a specified sum of money on
demand or at a defined t ime. Some examples are
bills of exchange, promissory notes, ba nk cheques or
certificates of deposit (US commercial paper)
negotiation (page 84) process in which parties who are
considering forming a contract discuss and settle on
the terms and conditions of the contract
non-breaching party (page 19) party to a contract who
has suffered a breach by the breaching party
non-contentious work (page 60) work that largely
involves advising clients and is not between
contending parties, such as the drafting of contracts
norm (page 95) commonly accepted standard of
behaviour or manner of doing things
not guilty (page 40) court's finding of acquittal, finding
that the defendant is legally blameless
obligations (page 19) duties that a party has as a
result of the terms and conditions of the contract
offence (page 39) crime; (US offense)
offender (page 40) person who commits a crime
oral contract (page 19) unwritten , binding agreement
order (page 83) direction or command by an authorised
person or body
outline convention (page 94) see framework
convention; used generally in the EU context
pain and suffering (page 29) physical , mental and
emotional distress or trauma for which compensation
is given in a tort case
parole (page 40) early release from prison after serving
part of the sentence , usually under supervision and
upon certain conditions
partnership (page 8) business organisation in which
two or more people agree to do business together,
sharing the profits and losses of the business
together
party (page 18) person taking part in a business or
transaction, person involved in a suit or dispute
resolution proceedings
patent (page 100) grant from the government giving
exclusive rights to an inventor to make, use or sell an
invention for a specified period of time
personal property (page 73) things that are movable
(as opposed to real property) and capable of being
owned (also chattels in common law)
personality (page 50) sometimes called an artificial
person or legal entity/person. It is legal fiction of
identity in law which allows natural persons to act as
if they were a single composite individual for certain
purposes such as creating a business entity or
structure. It has legal rights, duties and obligations .
petty theft (page 40) stealing something of low value
(in some jurisdictions less than $400), in contrast to
grand theft, where the value of the stolen goods is
greater
pleadings (page 83) formal written statements setting
out the cause of action or defence in a case
preponderance of the evidence (page 40) standard
of proof in civil cases requiring that one side's case
must be more probable than not
pre-trial work (page 83) work carried out before the
matter proceeds to trial before a court
private international law (page 94) body of law
dealing with disputes between private persons living
in different jurisdictions and govern ing such things
as applicable law, j urisdiction and enforcement of
j udgments (also conflict of laws)
private law (page 60) body of law that is concerned
with the aspects of re lat ionships between individuals
that are of no direct concern to the state and in which
the government is not directly concerned. It includes
the law of property and of trusts, family law, the law
of contracts and the law of torts.
probation (page 40) sentence which allows the
convicted offender to be released into the community
under supervision .instead of going to prison
proceedings (page 84) formal process including the
steps taken in an action or dispute
property interest (page 73) share, claim, title or right in
property
proscribe (page 40) to prohibit
prosecution (page 40) bringing a criminal case before
a court
prosecutor (page 40) lawyer who brings criminal cases
on behalf of the state
prostitution (page 40) performing a sexual act in
exchange for money
public international law (page 94) body of laws
governing relationships between states or nations
public law (page 60) body of law that deals with the
relationship between the state and individuals.
Examples may include constitutional law, criminal law,
tax law and administrative law.
public-order crime (page 40) behaviour that is
criminalised because it is not compatible with
society's shared values. There is usually no direct
victim but the community, as a whole, suffers. Drug
crimes, public drunkenness and gambling are some
public-order crimes.
publicly listed company (page 51) business structure
which is permitted to offer its shares for sale to the
general public and traded on a public stock exchange
punitive damages (page 29) compensation designed
to punish the breaching party for conduct found to be
reprehensible, e.g. fraud (also exemplary damages)
rape (page 40) unlawful sexual intercourse committed
by force or threat or otherwise without consent
ratify (page 61) to adopt, approve and sanction; to
make valid; to establish ; to settle or affirm by express
or implied consent to something done by an agent or
servant; as , to ratify an agreement, treaty or contract;
to ratify a nomination
real estate (page 72) land and anything attached to it
real property (page 72) land, including anything
attached to it
real property law (page 60) law associated with the
obligations , use and rights of ownership of land or
whatever is growing on it or built on it
reasonable medical expenses (page 29) cost of
medical care for injuries caused by a tort for which
compensation is given in a tort case
regulation (page 50) act of regulating by a rule of
conduct or order usually issued by a government
agency or established authority having the force of
law
regulator (page 51) official responsible for the control
and supervision of a particular activity or area of
public interest, who ensures compliance with laws
and established rules and regulations
reliance (page 23) actions by a party sh owing that he
or she expected another party t o act in a certain way
relief (page 29) granting of a remedy by a court (e.g.
damages , inj unction, return of property, etc.)
religious (or theological) legal systems (page 106)
systems of legal rules based on religious teachings
remedy (page 29) to enforce a right, cure a wrong or
compensate an injury
rent (page 73) payment made to a landlord or landlady
for the use of property
right of use (page 72) right to specific use of property
that is less than a full right of ownership
rights (page 19) interests that are recognised and
protected by law
secured transactions (page 60) loans or credit
transactions in which the lender acquires a security
interest in certain property owned by the borrower
and has the right to repossess the property if the
borrower cannot pay
securities (page 43) investment instruments like stocks
or bonds
sentence (to) (page 40) to impose a certain
punishment
settlement (page 83) 1) agreement reached between
the parties to a dispute resolving the dispute; 2) the
amount granted or paid under such an agreement is
also referred to as the settlement
shareholders (page 51) owners of a share of a
company/corporation through a proportionate
ownership interest of stock or equity
shareholding members (page 50) those who invest
money in a business entity and receive shares in
return representing a proportional ownership
socialist law (page 106) used to refer to the system
of legal rules used in socialist countries (also Soviet
law)
sole practitioner (page 8) lawyer who practises on his/
her own
sole proprietor (page 51) single person who earns all
the profits and is personally liable for all the debts or
losses of the business structure
solicitor (page 83) (UK) lawyer who is qualified to give
legal advice and prepare legal documents
specific performance (page 19) when a court orders
the breaching party to perform its part of a contract
standard of proof (page 29) amount of evidence
needed in a certain type of case, for example the
standard of proof in a criminal case is proof beyond
a reasonable doubt, whereas the standard of proof in
most civil cases is a preponderance of the evidence
(see also guilty beyond a reasonable doubt and
preponderance of the evidence)
Statute of Frauds (page 73) piece of legislation which
declares that certain kinds of contract, for example
those regarding land , pending marriage and the sale
of goods worth over a certain amount of money, will
be invalid unless put into writing and signed by both
parties. The original statute was enacted in England
in 1677 and serves as a basis for the US statutes.
statutory forms (statute) (page 51) standardised
documents of basic corporate constitution
requirements, which a company may adopt in
the creation of a company. These help define the
existence of the company, regulate the legal and
financial structure and control of the company,
and organise the company's internal affairs and
management.
strict liability crime (page 40) crime that does not
require intent to break the law. Among t hese crimes
are parking violations and ar.ts that endanger public
welfare , like dumping of toxic wastes.
 , _.,. ·.

strict liability tort (page 29) where liability is imposed

for damages caused regardless of fault or intent. That
means the victim does not need to prove negligence.
Strict liability is common in cases regarding
defectively manufactured products.
substantive law (page 60) body of law defining rights,
duties and obligations and all matters that are not
procedural
sue (for) (page 29) to start civil proceedings in a court
supranational law (page 94) international law dealing
with the constraint on the rights of states or nations
in relation to each other
tax law (page 60) law regulating rates or sums
of money which may be assessed on personal
and business income, real property values, and
commercial transactions paid for the financial support
of a government
tenant (page 73) person who has a right to hold or
possess property usually in return for the payment of
rent
third party (third-party beneficiary) (page 51) person
who is not party to an agreement or an action but
who may have an interest in it
title interest (page 73) right to control or dispense of
property or the right to ownership in property
tort (page 29) any wrongdoing that results in an injury,
other than breach of contract, for which the court will
give damages
tortfeasor (page 29) person who commits a tort (see
tort)
tortious conduct (page 29) wrongful acts in the nature
of a tort (see tort)
trade agreement (page 61) treaty or enforceable
arrangement between two nations or multi-nations
committing them to specified terms of commerce,
usually involving mutually beneficial concessions
including eliminating trade barriers
trespass (page 29) unlawful invasion of the person,
property or rights of another
trial (page 83) legal examination in court of a dispute
between parties
unfair business practices (page 29) acts by businesses
against consumers which are misleading or fraudulent
uniform law (page 106) law which has become the
same or similar in different nations
victim (page 40) injured party or the person who was
the object of a crime or tort
white-collar crime (business/corporate crime) (page
39) non-violent offences usually committed by
business people or government officials, typically
property crimes and economic crimes. Also includes
bribery, environmental law violations and money
laundering, among many others.
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