Advanced Practice Paper

TOLES ADVANCED EXAM
Welcome to your TOLES Advanced Practice Exam.
Name: __________________________________________________________________
IMPORTANT INFORMATION
• You have two hours to complete this exam.
• This exam has two parts:
 Part one has six sections on the use of legal English language.
 Part two has six sections on understanding of and accuracy with written
contracts.
• Each section has between five and twenty questions.
• There are 140 questions to complete in total.
• This exam is marked out of 200 points.
Please circle your choices, e.g.
1. Which word does not belong in the group?
a. battery
b. slander
c. trespass
d. statute
Good luck from the Global Legal English team!
© Global Legal English/Cambridge Law Studio, England

PART ONE
SECTION ONE
Instructions
Read about a discrimination claim below, then answer the ten multiple-choice
questions.
AN UNSUCCESSFUL DISCRIMINATION CLAIM
The novel coronavirus Covid-19 was first reported as having arrived in the UK on 29
January 2020.
In March 2020, at the start of the pandemic, the UK’s Prime Minister, Boris Johnson,
announced that, where possible, everyone should work from home until further (1) ..... .
This announcement revealed an immediate divide between the professional middle
classes and those people for whom it was impossible to work from home. In short, so-
called ‘blue-collar' employees, such as bus drivers and supermarket employees, were
deemed essential ‘frontline’ workers and had to continue as normal, whereas office
workers, teachers and bankers were able to work remotely. It was not long before a
legal question arose from this unique situation, namely: could an employer insist that an
employee attend work as usual if that employee had genuine concerns about
catching the virus and therefore risked suffering foreseeable (2) ..... in the workplace?
Perhaps unsurprisingly, when a test case came before an employment tribunal, it was
not brought by a frontline worker but by a professional woman who, in July 2020, was
required to stop working from home and return to the office. A complaint of unlawful
discrimination due to her fear of catching the virus was brought against an unnamed
employer in a Manchester tribunal at the end of 2021. The claimant, to whom the court
also granted (3) ..... , alleged discrimination when she chose not to return to the office
on health and safety grounds in July 2020. In her witness statement to the tribunal, the
claimant said she had “reasonable and justifiable health and safety concerns about
the workplace” and that “the risk (4) ..... to her, and also to her medically vulnerable
husband, was serious and imminent.”
When she asserted her statutory employment rights under employment legislation, she
claims her employer said that they did not accept she had a genuine and reasonable
belief that returning to the office would constitute a real threat to herself or others. Her

employer then (5) ..... her salary, which the claimant alleged was discrimination on
the grounds of her belief with reference to coronavirus and the dangers arising from it
regarding public health.
However, judge Mark Leach ruled that health and safety concerns do not qualify under
equality legislation as a legally (6) ..... belief (such as a religious or philosophical belief,
for example) and that the employer was therefore entitled to have acted as they had.
While the judgment does not (7) ..... a wider legal precedent, it will no doubt give
employers confidence if they are considering (8) ..... pay or sacking staff who refuse to
return to the office in similar circumstances.
Judge Leach said the claimant’s fear was “a reaction to a threat of physical harm and
the need to take (9) ..... to avoid or reduce that threat.” But he concluded: “A fear of
physical harm and views about how best to reduce or avoid a risk of physical harm is
not a belief for the purposes of the legislation.”
The Government (10) ..... the advice to work from home a few days after the judgment
was handed down.
1. Choose the correct option to complete (1) ….. in the sentence below.
In March 2020, at the start of the pandemic, the UK’s Prime Minister, Boris Johnson,
announced that, where possible, everyone should work from home until further (1) ..... .
a. announcement
b. statement
c. declaration
d. notice
…could an employer insist that an employee attend work as usual if that employee had
genuine concerns about catching the virus and therefore risked suffering foreseeable
(2) ..... in the workplace?
a. detriment
b. hurt
c. harm
d. injury

The claimant, to whom the court also granted (3) ..... , alleged discrimination when she
chose not to return to the office on health and safety grounds in July 2020.
a. anonymity
b. privacy
c. namelessness
d. confidentiality
In her witness statement to the tribunal, the claimant said she had “reasonable and
justifiable health and safety concerns about the workplace” and that “the risk (4) ..... to
her, and also to her medically vulnerable husband, was serious and imminent.”
a. posed
b. caused
c. set
d. exhibited
Her employer then (5) ..... her salary, which the claimant alleged was discrimination on
the grounds of her belief with reference to coronavirus and the dangers arising from it
regarding public health.
a. suppressed
b. withheld
c. kept
d. reserved
However, judge Mark Leach ruled that health and safety concerns do not qualify under
equality legislation as a legally (6) ..... belief
a. covered
b. protected
c. secured
d. safeguarded

While the judgment does not (7) ..... a wider legal precedent…
a. set
b. fix
c. generate
d. make
…it will no doubt give employers confidence if they are considering (8) ..... pay or
sacking staff who refuse to return to the office in similar circumstances.
a. confiscating
b. withdrawing
c. subtracting
d. deducting
Judge Leach said the claimant’s fear was “a reaction to a threat of physical harm and
the need to take (9) ..... to avoid or reduce that threat.”
a. moves
b. actions
c. steps
d. movements
The Government (10) ..... the advice to work from home a few days after the judgment
was handed down.
a. reinstated
b. redid
c. reappointed
d. reactivated

SECTION TWO
Instructions
Choose the correct option to complete the sentence.
1. Choose the correct option to complete (1) ….. in the sentence.
A joint (1) ..... involves two businesses working together for a period of time without any
acquisition or merger taking place.
a. project
b. venture
c. undertaking
d. deal
e. endeavour
A trademark is a (2) ..... found on goods or in marketing campaigns which helps the
public to recognise those goods as being the authentic product of a particular
manufacturer or business.
a. badge
b. symbol
c. pattern
d. emblem
e. stamp
The (3) ..... terms section is included in an agreement to give specific meanings to
particular words and is used to avoid repetition within the body of the contract.
a. decided
b. specified
c. described
d. explained
e. defined

A shareholder who is unable to attend a company Annual General Meeting is entitled

to be represented by a (4) ..... , who is authorised to vote on their behalf.
a. delegate
b. agent
c. proxy
d. substitute
e. alternate
When a business takes out a loan, it is usual for the (5) ..... sum and the interest due on it
to be paid back in equal monthly instalments over an agreed period of time.
a. primary
b. major
c. principal
d. main
e. first
Any sum due hereunder which remains unpaid at the expiry of 30 days of the date of
the invoice will (6) ..... interest at a rate of 3.5% from day to day.
a. accumulate
b. increase
c. grow
d. accrue
e. collect
There is a difference between simple negligence and (7) ..... negligence, which can
lead to a great deal of debate when certain negligence cases come before a judge.

a. gross
b. overt
c. severe
d. extreme
e. maximum
The level of dividend a company is able to (8) ..... depends on how profitable the
business has been over the last financial year.
a. publish
b. announce
c. declare
d. proclaim
e. state
The law makes a distinction between a 'legal person,' such as a company, and a
'(9) ..... person,' such as a sole trader.
a. natural
b. real
c. actual
d. true
e. proper
The chairperson announced that the meeting could take place because there were
enough members present to form a (10) ..... .
a. congress
b. body
c. assembly
d. quorum
e. group

It sometimes happens in the corporate world that one business will attempt a (11) .....
takeover bid against another.
a. aggressive
b. hostile
c. adverse
d. adversarial
e. violent
Many solicitors have the right of (12) ..... in a particular court, which means they have
the right to represent a client in that court in the same way a barrister does.
a. hearing
b. audience
c. trial
d. speaking
e. appearance
If a (13) ..... at a company meeting is passed unanimously, it means that every member
present voted in favour of it.
a. decision
b. intention
c. resolution
d. undertaking
e. pledge
If a contract states that time is of the (14) ..... , it means that the date or time when a
particular obligation is fulfilled is of the utmost importance.

a. consequence
b. crucial
c. major
d. material
e. essence
If a tort is (15) ..... per se, it means the claimant does not need to prove that damage
has occurred as a result of the defendant’s conduct; it is enough to prove the tort was
committed.
a. actionable
b. grounds
c. sufficient
d. applicable
e. effective
In the UK legal system, the branch of law that deals with the buying and selling of
houses and other buildings is known as the law of (16) ..... property.
a. land
b. real
c. real estate
d. immovables
e. land and buildings
UK law does not impose any (17) ..... upon the rate of interest a lender is allowed to
charge, resulting in some borrowers agreeing to interest rates of 100% or more.
a. lid
b. cap
c. top
d. ceiling
e. curb

The partners expressly agreed in the partnership agreement that upon the death of one
of the partners, the (18) ..... partners would continue to run the business without
interruption.
a. surviving
b. living
c. continuing
d. enduring
e. prevailing
Some commercial contracts require one of the parties to indemnify the other and hold
them (19) ..... .
a. harmless
b. secure
c. safeguarded
d. shielded
e. guarded
The creditor (20) ..... the court for the company to be wound up, meaning that its assets
would be sold to pay its debts.
a. sought
b. filed
c. applied
d. requested
e. petitioned

SECTION THREE
Instructions
Write the missing preposition to complete the sentence.
1. Write the missing preposition in the space provided.
Copyright infringement can be defined as the use of a work protected by copyright
(1) ..... permission for a usage where such permission is required.
Write your answer here: (1) ___________
In the nuisance case of Crown River Cruises v Kimbolton Fireworks (1996), the defendant
put on a firework display, (2) ..... which some burning debris from the display landed on
the claimant’s boat, setting it on fire.
An anticipatory breach of contract describes a situation where it is clear that one party
is not going to fulfil its obligations, meaning that the other party can potentially sue for
the non-performance of the contract, even (3) ..... the date that performance is due.
In contract law, consideration can take various different forms, including money,
goods, a promise to do something, or a promise to refrain (4) ..... doing something.

Constructive dismissal is when an employee is forced to leave their job (5) ..... their will
because of their employer's conduct.
Most UK lawyers will advise business partners who are involved in a dispute to attempt
to resolve their differences (6) ..... negotiation, mediation or arbitration.
Directors are responsible for ensuring that the company complies (7) ..... its obligations
relating to the health and safety of its employees under health and safety legislation.
Unlike a limited company, there is no legal distinction (8) ..... a sole trader and their
business, which is why it is often said that sole traders ‘are their business.’
A dividend is payable to shareholders (9) ..... proportion to the number of shares they
hold.

The parties (10) ..... the contract are an oil company and a shipping company.

SECTION FOUR
Instructions
Read the email below, then choose the correct option to complete (1) ….. to (20) ….. .
To: Owen Vickers - owenvickers@vickersvets.co.uk

From: Harriet Wood - harriet.wood@kinghodgesolicitors.co.uk
Subject: Setting up your veterinary practice as a private limited company
Dear Mr Vickers
Thank you for your email of 23 November. I note that you have decided to set up your
veterinary practice as a (1) ..... private limited company, which I would agree is the
most (2) ..... structure for your new business venture. As (3) ..... , I have made an
appointment for 2pm on Thursday for us to discuss the details of your duties as a
director, and in the meantime, I have set out below some key information on
incorporation.
Incorporation is the process by which a new business registers as a limited company. I

will do this for you upon receiving your (4) ..... (5) ..... . Please bear in (6) ..... that a
company is a legal (7) ..... with a completely (8) ..... identity from the people who own
or run it. The (9) ..... majority of companies in the UK limit the liability of their members by
shares or by guarantee. Your company will be limited by shares.
A UK business cannot (10) ..... as a limited company until it has been duly incorporated
at Companies House. Once this is done, as a director, you will be required to (11) .....
certain documents every year, such as annual accounts and a confirmation statement.
You will also have a duty to inform Companies House about any material changes, for
example, the (12) ..... or resignation of directors or a change to the company’s
registered office address.
As I explained, every company must have a registered office. This must be a physical
location where notices and letters can be delivered to the company and any court
documents can be (13) ..... . Please note that this does not need to be the place where
the company carries out its day-to-day business, but if the address is not effective for
delivering documents, the company could risk being (14) ..... off the register or being
(15) ..... up by a creditor.

The memorandum of association
The first document we must complete is the memorandum of association. This confirms
the (16) ..... intention to form a company and become members of that company. In
the case of a company that is to be limited by shares (as yours will be), the
memorandum will also provide evidence of your agreement to take at least one share
in the company.
The articles of association
The articles set out the basic management and administrative structure of the
company. They regulate the (17) ..... affairs of the company including the (18) ..... and
(19) ..... of shares, board and shareholder meetings, powers and duties of directors, the
payment of dividends, and so on. The articles create a contract between the company
and each of its members and are (20) ..... to inspection by the public at Companies
House.
I look forward to hearing from you.
Yours sincerely
Harriet Wood
1. Choose the correct option to complete (1) ….. in the email.
most (2) ..... structure for your new business venture.
a. one-member
b. sole-member
c. only-member
d. single-member
most (2) ..... structure for your new business venture.

a. valuable
b. beneficial
c. constructive
d. helpful
As (3) ..... , I have made an appointment for 2pm on Thursday for us to discuss the
details of your duties as a director…
a. asked
b. requested
c. sought
d. petitioned
I will do this for you upon receiving your (4) ..... (5) ..... .
a. extra
b. added
c. new
d. further
I will do this for you upon receiving your (4) ..... (5) ..... .
a. directions
b. orders
c. instructions
d. demands
Please bear in (6) ..... that a company is a legal (7) ..... with a completely (8) ..... identity
from the people who own or run it.

a. mind
b. thought
c. consideration
d. deliberation
a. being
b. body
c. entity
d. individual
a. distinct
b. separate
c. individual
d. respective
The (9) ..... majority of companies in the UK limit the liability of their members by shares
or by guarantee. Your company will be limited by shares.
a. vast
b. massive
c. enormous
d. gigantic

A UK business cannot (10) ..... as a limited company until it has been duly incorporated
at Companies House.
a. perform
b. act
c. operate
d. work
Once this is done, as a director, you will be required to (11) ..... certain documents
every year, such as annual accounts and a confirmation statement.
a. lodge
b. file
c. present
d. register
You will also have a duty to inform Companies House about any material changes, for
example, the (12) ..... or resignation of directors or a change to the company’s
registered office address.
a. election
b. appointment
c. engagement
d. adoption
This must be a physical location where notices and letters can be delivered to the
company and any court documents can be (13) ..... .
a. presented
b. dispensed

c. executed
d. served
…if the address is not effective for delivering documents, the company could risk being
(14) ..... off the register or being (15) ..... up by a creditor.
a. expelled
b. evicted
c. banned
d. struck
…if the address is not effective for delivering documents, the company could risk being
(14) ..... off the register or being (15) ..... up by a creditor.
a. wound
b. liquidated
c. closed
d. terminated
This confirms the (16) ..... intention to form a company and become members of that
company.
a. consenters'
b. subscribers'
c. approvers'
d. assenters'
They regulate the (17) ..... affairs of the company…
a. inner

b. inside
c. internal
d. interior
…including the (18) ..... and (19) ..... of shares, board and shareholder meetings, powers
and duties of directors, the payment of dividends, and so on.
a. issue
b. creation
c. production
d. formation
…including the (18) ..... and (19) ..... of shares, board and shareholder meetings, powers
and duties of directors, the payment of dividends, and so on.
a. transfer
b. conveyance
c. passage
d. switching
The articles create a contract between the company and each of its members and are
(20) ..... to inspection by the public at Companies House.
a. available
b. open
c. accessible
d. possible

SECTION FIVE
Instructions
Read about a medical negligence case, then write the correct form of the words in
BOLD.
A (1) SETTLE Agreement has been reached between a hospital and the parents of a
baby boy who suffered neurological damage at birth due to (2) MEDICINE negligence
on the part of Liverpool Women's Hospital. The £15million (3) COMPENSATE package,
which includes a lump sum of £5.3million, as well as annual payments for the
(4) REMAINING of the child’s life, will fund care, therapies, equipment and
(5) ADAPTATION accommodation.
Following legal action, the hospital (6) ADMISSION a breach of the duty of care. A
hearing at Manchester High Court (7) APPROVAL the settlement between the two
parties. Speaking yesterday on behalf of the family, lawyer Jodie Cook said that while
the (8) SEVERE of the child's condition will impact his mobility and his ability to speak, the
funds will (9) SURE he can live the (10) FULL life possible under the circumstances.
1. Write the correct form of the word to replace (1) SETTLE in the case summary.
2. Write the correct form of the word to replace (2) MEDICINE in the case summary.
3. Write the correct form of the word to replace (3) COMPENSATE in the case summary.
4. Write the correct form of the word to replace (4) REMAINING in the case summary.

5. Write the correct form of the word to replace (5) ADAPTATION in the case
summary.
6. Write the correct form of the word to replace (6) ADMISSION in the case summary.
7. Write the correct form of the word to replace (7) APPROVAL in the case summary.
8. Write the correct form of the word to replace (8) SEVERE in the case summary.
9. Write the correct form of the word to replace (9) SURE in the case summary.
10. Write the correct form of the word to replace (10) FULL in the case summary.

SECTION SIX
Instructions
Read the sentences, then identify which part of the sentence contains an error.
1. Read the sentence then identify which of the three sections contains an error.
Solicitors must keep their client's business confidential and must also act in their client's
best interests, although they must to balance this duty with their other duties, such as
their duty to the courts or to other solicitors.
a. Solicitors must keep their client's business confidential and must also act
b. in their client's best interests, although they must to balance this duty
c. with their other duties, such as their duty to the courts or to other solicitors.
In a breach of contact case, if the injured party fails to mitigate its loss, it may find that it
is not entitled to recover that part of the loss that it could have took reasonable steps to
mitigate.
a. In a breach of contact case, if the injured party fails to mitigate its loss,
b. it may find that it is not entitled to recover that part of the loss
c. that it could have took reasonable steps to mitigate.
Some firms of conveyancing solicitors offers a 'no-completion-no-fee' guarantee so that

they don’t have to pay their conveyancer's basic fee if the property sale fails to
complete.
a. Some firms of conveyancing solicitors offers
b. a 'no-completion-no-fee' guarantee so that they don’t have to pay
c. their conveyancer's basic fee if the property sale fails to complete.

In some cases, a person who is accused of trespass may be able to use the defence of
necessity by stating that there was a threat of harm to either persons or property that
was only be avoidable by entering upon the property of another.
a. In some cases, a person who is accused of trespass may be able to use the
defence
b. of necessity by stating that there was a threat of harm to either persons or
property
c. that was only be avoidable by entering upon the property of another.
In most jurisdictions, bankrupt is imposed by a court order upon a person who owes
money and cannot pay it back on the due date, with the necessary legal action often
being initiated by the debtor themselves.
a. In most jurisdictions, bankrupt is imposed by a court order

b. upon a person who owes money and cannot pay it back on the due date,
c. with the necessary legal action often being initiated by the debtor themselves.
Foreclosure is the legal process by which a lender, such as a bank, attempts to

recovering the amount outstanding on a mortgage loan by taking ownership of the
mortgaged property and selling it.
a. Foreclosure is the legal process by which a lender, such as a bank,

b. attempts to recovering the amount outstanding on a mortgage loan
c. by taking ownership of the mortgaged property and selling it.

Sex discrimination happens when, because you are either male or female, someone
treats you worst than someone of the opposite sex who is in a similar situation; for
example, a nightclub offers free entry to women but charges men to gain entry.
a. Sex discrimination happens when, because you are either male or female,
someone treats you
b. worst than someone of the opposite sex who is in a similar situation;
c. for example, a nightclub offers free entry to women but charges men to gain
entry.
An act or omission which falls short of a standard to be expected of “the reasonable

man” may possibly be regarded as a negligence if it results in foreseeable harm.
a. An act or omission which falls short of a standard

b. to be expected of “the reasonable man” may possibly be regarded as a
negligence
c. if it results in foreseeable harm.
All that is necessary for the tort of false imprisonment to arise is for a person to show that
they were directly and intentionally deprived of their liberty, whereupon the burden
shifts to the defendant to proof that the deprivation was lawful.
a. All that is necessary for the tort of false imprisonment to arise is for a person
b. to show that they were directly and intentionally deprived of their liberty,
c. whereupon the burden shifts to the defendant to proof that the deprivation was
lawful.

A limited liability partnership agreement should set in how the business will operate,
including profit-sharing arrangements, how disputes will be settled, and what the
responsibilities of each of the members are.
a. A limited liability partnership agreement should set in how the business

b. will operate, including profit-sharing arrangements, how disputes will be settled,
c. and what the responsibilities of each of the members are.

PART TWO
SECTION SEVEN
Instructions
Read the extract from a Tenancy Agreement, then choose the correct option to
complete (1) ….. to (10) ….. .
FROM A TENANCY AGREEMENT
The Deposit
5.1 The Deposit will be (1) ..... under the terms of the Deposit Protection Service (DPS).
The Landlord shall retain any interest earned on monies properly deducted from the
Deposit as specified in Clause 5.3 of this Agreement.
5.2 The Deposit shall be returned to the Tenant (less any deductions (2) ..... ) within five
working days of the end of the Tenancy, (3) ..... of the Property and return of the keys, if
the Tenant has kept to all the agreements and conditions within this Agreement.
5.3 Monies shall properly be deducted from the Deposit in respect of all reasonable
costs and (4) ..... the Landlord (including but not limited to the costs and fees of the
Landlord’s solicitors and other professional advisors) in respect of:
5.3.1 The recovery from the Tenant of any Rent or any other money which (5) ..... .
5.3.2 The (6) ..... of the provisions of this Agreement.
5.3.3 Compensation in respect of the Tenant’s use and occupation in the event that
the Tenant fails to vacate the Property (7) ..... .
5.3.4 The service of any notice relating to the breach by the Tenant of any of the
Tenant’s obligations under this Agreement whether or not (8) ..... court proceedings.
5.3.5 The cost of repairing, decorating or cleaning the Property or Contents so they are
to the same standard as at the commencement of the Tenancy (reasonable (9) ..... ).
5.4 If the Deposit shall be insufficient, the Tenant shall pay to the Landlord (10) ..... as
shall be required to cover all costs, charges and expenses properly due.

1. Choose the correct fragment to complete (1) ….. in the contract.
The Deposit will be (1) ..... under the terms of the Deposit Protection Service (DPS).
a. kept and returned

b. possessed and returned
c. confiscated and returned
d. held and returned
The Deposit shall be returned to the Tenant (less any deductions (2) ..... )…
a. properly done
b. properly had
c. properly made
d. properly performed
…within five working days of the end of the Tenancy, (3) ..... of the Property and return
of the keys, if the Tenant has kept to all the agreements and conditions within this
Agreement.
a. upon empty possession

b. upon vacant possession
c. upon unoccupied possession
d. upon uninhabited possession
Monies shall properly be deducted from the Deposit in respect of all reasonable costs
and (4) ..... the Landlord…
a. expenses incurred by
b. expenses spent by
c. expenses paid by
d. expenses expended by

The recovery from the Tenant of any Rent or any other money which (5) ..... .
a. which is too late

b. which is default
c. which is indebted
d. which is in arrears
The (6) ..... of the provisions of this Agreement.
a. enforcement of any
b. prosecution of any
c. implementation of any
d. imposition of any
Compensation in respect of the Tenant’s use and occupation in the event that the
Tenant fails to vacate the Property (7) ..... .
a. on the executed date

b. on the acknowledged date
c. on the due date
d. on the confirmed date
The service of any notice relating to the breach by the Tenant of any of the Tenant’s
obligations under this Agreement whether or not (8) ..... court proceedings.
a. the same shall bring

b. the same shall cause
c. the same shall result in
d. the same shall produce

The cost of repairing, decorating or cleaning the Property or Contents so they are to the
same standard as at the commencement of the Tenancy (reasonable (9) ..... ).
a. wear and tear excepted

b. wear and tear discounted
c. wear and tear ignored
d. wear and tear absolved
If the Deposit shall be insufficient, the Tenant shall pay to the Landlord (10) ..... as shall
be required to cover all costs, charges and expenses properly due.
a. such additional sums

b. such additional money
c. such additional cash
d. such additional quantity

SECTION EIGHT
Instructions
Read the extract from a Distribution Agreement below, then find an underlined word in
the contract that matches the definition.
FROM A DISTRIBUTION AGREEMENT
Transfer of Title
Unless otherwise agreed in writing by the parties, title and risk of loss shall pass to the
Distributor upon Bronwen Books Ltd placing the Products in the custody of a carrier for
shipment to the Distributor. The Distributor shall be responsible for arranging shipment of
the Products from Bronwen Books Ltd’s warehouse.
Security Agreement
Full legal and beneficial ownership of the Products shall remain vested in Bronwen Books
Ltd until such time as Bronwen Books Ltd shall have received payment in full of the
relevant invoice amount. The Distributor shall execute such security agreements and
other documents that Bronwen Books Ltd may reasonably request to perfect the
security interest. Notwithstanding the foregoing, the Distributor is authorized to sell the
Products in the ordinary course of its business and thereby to pass Product title thereto
and Bronwen Books Ltd’s security interest shall continue in the proceeds of that sale.
Insurance
The Distributor undertakes to Bronwen Books Ltd that it shall cause all Products
purchased by it pursuant to this Agreement to be insured to their full replacement value
with insurers of good repute approved in writing by Bronwen Books Ltd and, pending
the passage of full legal and beneficial ownership therein pursuant to Section 5.4(b),
shall cause the interest of Bronwen Books Ltd therein to be noted on the relative policy
of insurance.
1. Find an underlined word that matches the definition:
“money obtained from an activity or an event”
a. pending e. beneficial i. invoice

b. vested f. proceeds j. foregoing
c. notwithstanding g. title
d. pursuant to h. carrier

“the legal right of ownership”

“what has just been mentioned”

“has the advantages of an owner without having title”

“fully and unconditionally guaranteed as a legal right”


“awaiting/about to happen”

“a person or company that carries out the professional delivery of goods”

“a list of goods provided with a statement of the amount owing for them”

“in spite of”


“in accordance with”


SECTION NINE
Instructions
Read the extract from a Settlement Agreement, then write the missing words to
complete (1) ….. to (10) ….. .
FROM A SETTLEMENT AGREEMENT BETWEEN AN EMPLOYER AND AN EMPLOYEE
The parties have (1) ..... into this Agreement to record and implement the terms on
which they have agreed to (2) ..... all outstanding claims which the Employee has or
may have against the Employer or its/their respective officers or employees (3) ..... out
of or in connection with or as a consequence of his employment and/or its termination.
The terms set out in this Agreement (4) ..... the entire Agreement between the parties
relating to such termination and are without any admission of (5) ..... of any kind on the
part of the Employer.
1. The Employee (6) ..... and represents to the Employer as a strict condition of this
Agreement that up to and at the date that this Agreement becomes binding in
accordance with Clause 22 hereunder, the Employee:
1.1 has not committed any breach of any duty owed to the Employer. For the
avoidance of (7) ..... , this Agreement will not operate to release the Employee from
any liability owed to any Group Company of which the Employee was an officer or a
director;
1.2 has not done or failed to do anything, which as an (8) ..... or an omission (9) ..... to a
breach of the express or (10) ..... terms of his employment with the Employer or which, if
it were to be done or omitted after the date of this Agreement, would be in breach of
any of its terms.
1. Write the missing word from (1) ….. in the space provided.
Write your answer here: (1) ________________


SECTION TEN
Instructions
Read the extract from a Franchise Agreement, then choose the correct preposition to
complete (1) ….. to (5) ….. .
Audit
The Franchisor shall be entitled to audit the accounts relating to the Franchisee’s
Business at anytime in respect of the whole or any part of the Term of this Agreement,
and (1) ..... six months of the receipt by the Franchisor of the audited accounts for each
year end up to the termination of this Agreement, or the sale of the Franchisee’s
Business to a new Franchisee, by the Franchisor giving written notice to the Franchisee,
such audit to be (2) ..... reasonable business hours. If the audit shows that the
accounting of the Franchisee as to the calculation of the payments due under this
Agreement is incorrect, the Franchisee undertakes promptly to rectify the defect (3) .....
the amount accounted (4) ..... , and/or the accounting system defect, (5) ..... the case
may be.
1. Choose the correct preposition to complete (1) ….. in the contract extract.
a. as e. in i. within
b. under f. of j. since
c. from g. off
d. during h. for
c. from g. off
d. during h. for
c. from g. off
d. during h. for

c. from g. off
d. during h. for
c. from g. off
d. during h. for

SECTION ELEVEN
Instructions
Read the sentences, then identify which part of the sentence contains an error.
If payment is not made on the due date, the Hirer shall be liable to pay an interest to
the Owner from the due date for payment at the annual rate of 5% above the base
lending rate from time to time of Lloyds Bank plc.
a. If payment is not made on the due date, the Hirer shall be liable to pay an
interest
b. to the Owner from the due date for payment at the annual rate of 5% above
c. the base lending rate from time to time of Lloyds Bank plc.
Risk for the Equipment will pass immediately to the Hirer when it leaves the physical
possession of the Owner, and such risk will not pass back to the Owner until the
Equipment is back in the physical possession of the Owner.
a. Risk for the Equipment will pass immediately to the Hirer

b. when it leaves the physical possession of the Owner, and such risk will not
c. pass back to the Owner until the Equipment is back in the physical possession of
the Owner.
The Hirer must not deal with the ownership or any interest in the Equipment, included
but not limited to selling, assigning, pledging, charging, hiring, exerting any right to
withhold, disposing of and/or lending.
a. The Hirer must not deal with the ownership or any interest in the Equipment,
b. included but not limited to selling, assigning, pledging, charging, hiring,
c. exerting any right to withhold, disposing of and/or lending.

The Hirer shall at all times during the Hire Period maintain adequate insurance in respect
of the Equipment at its full replacement value and on a full indemnify basis with a
company of good repute.
a. The Hirer shall at all times during the Hire Period maintain adequate insurance
b. in respect of the Equipment at its full replacement value and on
c. a full indemnify basis with a company of good repute.
Except in respect of death or personal injury caused by the Owner’s negligence, or as

expressly provided in this Conditions, the Owner shall not be liable to the Hirer whatsoever.
a. Except in respect of death or personal injury

b. caused by the Owner’s negligence, or as expressly provided in this Conditions,
c. the Owner shall not be liable to the Hirer whatsoever.
In the event of the Hirer failing to return the Equipment as aforesaid, or if the Hirer goes
in liquidation or steps are taken to levy a distress over the Hirer’s assets, the Owner may
enter the Site without prior notice and repossess the Equipment.
a. In the event of the Hirer failing to return the Equipment as aforesaid,

b. or if the Hirer goes in liquidation or steps are taken to levy a distress over the
Hirer’s assets,
c. the Owner may enter the Site without prior notice and repossess the Equipment.

In the event of the Hirer failing to make any payment to the Owner when the payment
lands due under these Conditions, or the Hirer being in material breach of any of these
Conditions, the Owner shall in its absolute discretion be entitled to treat the Contract as
terminated.
a. In the event of the Hirer failing to make any payment to the Owner when the
payment lands
b. due under these Conditions, or the Hirer being in material breach of any of these
Conditions,
c. the Owner shall in its absolute discretion be entitled to treat the Contract as
terminated.
The Conditions constitute the entire agreement between the parties, supersede any
previous agreement or understanding and may not be varied except by writing and
signed by the parties.
a. The Conditions constitute the entire agreement between the parties,

b. supersede any previous agreement or understanding
c. and may not be varied except by writing and signed by the parties.
No failure or delay by either party in exercising any of its rights under the Conditions shall
be deemed a waiver of that right, and no waiver by neither party of any breach of the
Contract by the other shall be deemed as a waiver of any subsequent breach.
a. No failure or delay by either party in exercising any of its rights under the
Conditions shall be
b. deemed a waiver of that right, and no waiver by neither party of any breach of
the Contract
c. by the other shall be deemed as a waiver of any subsequent breach.

If any provision of the Conditions is held by any competent authority to be invalid or

unenforceable in whole or in part, the validity of the other provisions of the Conditions
and the remainder of provision in question shall not be affected.
a. If any provision of the Conditions is held by any competent authority to be invalid or

b. unenforceable in whole or in part, the validity of the other provisions of the
Conditions and
c. the remainder of provision in question shall not be affected.

SECTION TWELVE
Instructions
Read the first of three clauses from the same contract, then choose the correct
fragment to complete (1) ….. to (5) ….. .
CLAUSE 1
DELIVERY AND SHIPPING TERMS
For shipments that (1) ..... , Seller shall deliver Products to Buyer F.O.B. shipping point. For
export shipments, Seller shall deliver Products to Buyer EXW Seller’s facility or warehouse
(Incoterms 2020). Buyer shall pay all delivery costs and charges or pay Seller’s standard
shipping charges plus handling. (2) ..... hereunder. Seller may deliver Products in
advance of the delivery schedule. Delivery times (3) ..... and are (4) ..... by Seller of all
information necessary to proceed with the work without interruption. If Products
delivered (5) ..... , type or price to those itemized in the shipping invoice or
documentation, Buyer shall so notify Seller within ten (10) days of receipt.
For shipments that (1) ..... Seller shall deliver Products to Buyer F.O.B. shipping point.
a. do not involve an export

b. do not involve the export
c. do not involve export
Buyer shall pay all delivery costs and charges or pay Seller’s standard shipping charges
plus handling. (2) ..... hereunder.
a. Partial deliveries are permitted

b. Incomplete deliveries are permitted
c. Deficient delivery is permitted

Delivery times (3) ..... and are (4) ..... by Seller of all information necessary to proceed
with the work without interruption.
a. are approximate
b. are imprecise
c. are inexact
Delivery times (3) ..... and are (4) ..... by Seller of all information necessary to proceed
with the work without interruption.
a. dependent to prompt receipt

b. dependent upon prompt receipt
c. dependent to expeditious receipt
If Products delivered (5) ..... , type or price to those itemized in the shipping invoice or
documentation, Buyer shall so notify Seller within ten (10) days of receipt.
a. do not satisfy the quality

b. do not meet in quality
c. do not correspond in quantity

Read the second of three clauses from the same contract, then choose the correct
CLAUSE 2
PAYMENT TERMS
Buyer shall pay (1) ..... at the lesser of the rate of 1.5% per month or the highest rate
permissible under applicable law, (2) ..... . Buyer shall reimburse Seller for all costs
incurred in collecting any late payments, including, without limitation, (3) ..... . In
addition to all other remedies available under these Terms and Conditions or at law
(which Seller does not waive by the exercise of any rights hereunder), Seller shall be (4)
..... the delivery of any Products if Buyer fails to pay any amounts when due hereunder
and such failure continues for thirty (30) days following (5) ..... .
permissible under applicable law, (2) ..... .
a. interests for all late payments

b. interest to all late payments
c. interest on all late payments
permissible under applicable law, (2) ..... .
a. calculated daily and compounded monthly

b. evaluated daily and augmented monthly
c. totalized daily and supplemented monthly
Buyer shall reimburse Seller for all costs incurred in collecting any late payments,
including, without limitation, (3) ..... .

a. lawyer's charges and court expenses
b. attorneys’ fees and court costs.
c. barrister's fees and court expenditure
In addition to all other remedies available under these Terms and Conditions or at law
(which Seller does not waive by the exercise of any rights hereunder), Seller shall be
(4) ..... the delivery of any Products if Buyer fails to pay any amounts when due
hereunder and such failure continues for thirty (30) days following (5) ..... .
a. entitled to interrupt
b. allowed to adjourn
c. entitled to suspend
In addition to all other remedies available under these Terms and Conditions or at law
(which Seller does not waive by the exercise of any rights hereunder), Seller shall be
(4) ..... the delivery of any Products if Buyer fails to pay any amounts when due
hereunder and such failure continues for thirty (30) days following (5) ..... .
a. notice in written thereof

b. written notice thereof
c. written notice hereof

Read the third of three clauses from the same contract, then choose the correct
CLAUSE 3
LIMITATION OF LIABILITY
(a) In no event shall Seller be liable to Buyer or any third party for any (1) ..... or for any
consequential, indirect loss or award of (2) ..... whether arising out of breach of
contract, tort (including negligence) or otherwise, regardless of whether (3) ..... and
whether or not Seller has been advised of the possibility of such damages.
(b) This limitation of liability is a material basis for the parties’ bargain and reflects the
bargained-for allocation of risks between Seller and Buyer, without which Seller (4) .....
the Products or services (5) ..... .
In no event shall Seller be liable to Buyer or any third party for any (1) ..... or for any
a. losing of use, income or profit

b. loss of use, revenue or profit
c. loss of utility, income or proceeds
a. punitive damages
b. correctional damages
c. punishing damages

a. aforesaid damages were anticipated

b. same damages were predictable
c. such damages were foreseeable
This limitation of liability is a material basis for the parties’ bargain and reflects the
a. would not have agreed to provide

b. would not agreed to have furnished
c. will not agree to have provided
This limitation of liability is a material basis for the parties’ bargain and reflects the
a. in the amount set

b. at the price charged
c. for the price imposed

ANSWER KEY- Advanced Practice Paper
SECTION 1
1. notice
2. harm
3. anonymity
4. posed
5. withheld
6. protected
7. set
8. deducting
9. steps
10. reinstated
SECTION 2
1. venture
2. symbol
3. defined
4.proxy
5. principal
6. accrue
7. gross
8. declare
9. natural
10. quorum
11. hostile
12. audience
13. resolution
14. essence
15. actionable
16. real
17. cap
18. surviving
19. harmless
20. petitioned

SECTION 3
1. WITH
2. DURING
3. BEFORE
4. FROM
5. AGAINST
6. THROUGH
7. WITH
8. BETWEEN
9. IN
10. TO
SECTION 4
1. single-member
2. beneficial
3. requested
4. further
5. instructions
6. mind
7. entity
8. separate
9. vast
10. operate
11. file
12. appointment
13. served
14. struck
15. wound
16. subscribers'
17. internal
18. issue
19. transfer
20. open

SECTION 5
1. Settlement
2. medical
3. compensation
4. remainder
5. adapted
6. admitted
7. approved
8. severity
9. ensure
10. fullest
SECTION 6
1. in their client's best interests, although they must to balance this duty
2. that it could have took reasonable steps to mitigate.
3. Some firms of conveyancing solicitors offers
4. that was only be avoidable by entering upon the property of another.
5. In most jurisdictions, bankrupt is imposed by a court order
6. attempts to recovering the amount outstanding on a mortgage loan
7. worst than someone of the opposite sex who is in a similar situation;
8. to be expected of “the reasonable man” may possibly be regarded as a negligence
9. whereupon the burden shifts to the defendant to proof that the deprivation was
lawful.
10. A limited liability partnership agreement should set in how the business
SECTION 7
1. held and returned
2. properly made
3. upon vacant possession
4. expenses incurred by
5. which is in arrears
6. enforcement of any
7. on the due date
8. the same shall result in
9. wear and tear excepted

10. such additional sums
SECTION 8
1. proceeds
2. title
3. foregoing
4. beneficial
5. vested
6. pending
7. carrier
8. invoice
9. notwithstanding
10. pursuant to
SECTION 9
1. entered
2. settle
3. arising
4. constitute
5. liability
6. warrants
7. doubt
8. act
9. amounts
10. implied
SECTION 10
1. within
2. during
3. in
4. for
5. as

SECTION 11
1. If payment is not made on the due date, the Hirer shall be liable to pay an interest
2. Risk for the Equipment will pass immediately to the Hirer
3. included but not limited to selling, assigning, pledging, charging, hiring,
4. a full indemnify basis with a company of good repute.
5. caused by the Owner’s negligence, or as expressly provided in this Conditions,
6. or if the Hirer goes in liquidation or steps are taken to levy a distress over the Hirer’s
assets,
7. In the event of the Hirer failing to make any payment to the Owner when the
payment lands
8. and may not be varied except by writing and signed by the parties.
9. deemed a waiver of that right, and no waiver by neither party of any breach of the
Contract
10. the remainder of provision in question shall not be affected.
SECTION 12
CLAUSE 1
1. do not involve export
2. Partial deliveries are permitted
3. are approximate
4. dependent upon prompt receipt
5. do not correspond in quantity
CLAUSE 2
1. interest on all late payments
2. calculated daily and compounded monthly
3. attorneys’ fees and court costs
4. entitled to suspend
5. written notice thereof
CLAUSE 3
1. loss of use, revenue or profit
2. punitive damages
3. such damages were foreseeable
4. would not have agreed to provide
5. at the price charged

Advanced Practice Paper

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Advanced Practice Paper

Uploaded by

Copyright:

Available Formats

TOLES ADVANCED EXAM

Welcome to your TOLES Advanced Practice Exam.

• You have two hours to complete this exam.

• This exam has two parts:

• Each section has between five and twenty questions.

• There are 140 questions to complete in total.

• This exam is marked out of 200 points.

Please circle your choices, e.g.

1. Which word does not belong in the group?

Good luck from the Global Legal English team!

© Global Legal English/Cambridge Law Studio, England

AN UNSUCCESSFUL DISCRIMINATION CLAIM

© Global Legal English/Cambridge Law Studio, England

© Global Legal English/Cambridge Law Studio, England

© Global Legal English/Cambridge Law Studio, England

© Global Legal English/Cambridge Law Studio, England

Choose the correct option to complete the sentence.

1. Choose the correct option to complete (1) ….. in the sentence.

2. Choose the correct option to complete (2) ….. in the sentence.

3. Choose the correct option to complete (3) ….. in the sentence.

© Global Legal English/Cambridge Law Studio, England

A shareholder who is unable to attend a company Annual General Meeting is entitled

5. Choose the correct option to complete (5) ….. in the sentence.

6. Choose the correct option to complete (6) ….. in the sentence.

7. Choose the correct option to complete (7) ….. in the sentence.

© Global Legal English/Cambridge Law Studio, England

8. Choose the correct option to complete (8) ….. in the sentence.

9. Choose the correct option to complete (9) ….. in the sentence.

© Global Legal English/Cambridge Law Studio, England

© Global Legal English/Cambridge Law Studio, England

© Global Legal English/Cambridge Law Studio, England

© Global Legal English/Cambridge Law Studio, England

Write the missing preposition to complete the sentence.

1. Write the missing preposition in the space provided.

Copyright infringement can be defined as the use of a work protected by copyright

(1) ..... permission for a usage where such permission is required.

Write your answer here: (1) ___________

2. Write the missing preposition in the space provided.

Write your answer here: (2) ___________

3. Write the missing preposition in the space provided.

Write your answer here: (3) ___________

4. Write the missing preposition in the space provided.

Write your answer here: (4) ___________

© Global Legal English/Cambridge Law Studio, England

Write your answer here: (5) ___________

6. Write the missing preposition in the space provided.

Write your answer here: (6) ___________

7. Write the missing preposition in the space provided.

Write your answer here: (7) ___________

8. Write the missing preposition in the space provided.

Write your answer here: (8) ___________

9. Write the missing preposition in the space provided.

Write your answer here: (9) ___________

© Global Legal English/Cambridge Law Studio, England

Write your answer here: (10) ___________

© Global Legal English/Cambridge Law Studio, England

To: Owen Vickers - owenvickers@vickersvets.co.uk

Incorporation is the process by which a new business registers as a limited company. I

© Global Legal English/Cambridge Law Studio, England

The articles of association

I look forward to hearing from you.

1. Choose the correct option to complete (1) ….. in the email.

2. Choose the correct option to complete (2) ….. in the email.