CAMBRIDGE Seam ue La International Legal English A course for classroom or self-study use Amy Krois-Lindner elites Suitable preparation for the International Legal English Certificate (ILEC)About the authors TransLegal’ www.translegal.com ‘TransLegal is Europe's leading frm of lawyer-tinguists, providing the legal community wit: (© online legal English courses; © online legal English testing: (© online legal Engish dictionary: (© online legal language resources; ive legal English courses and seminars; (© translations of legal and commercial documents; © legal language consultancy services. TransLegal has collaborated with Cambridge ESOL, a division ofthe University of Cambridge, inthe development of the Cambridge ILEC examination, the world's only Internationally recognised test of legal English For more information about TransLegal and for online legal language resources, sit www.translegal.com. Author acknowledgements Robert N. Houser (Contributing Author and Lawyer-Linguist, TransLegal) | would lke to extend my gratitude to all my colleagues at ‘TransLegal who have assisted in mary ways in writing this second {edition and the first edition. Particular thanks are due to Peter Dahlen and Randy Sklaver for authoring material for the Intellectual property unit, and Robin Bernstein and Wiliam Yeago, ‘whose valuable insights and dedication over many years are a part of this book. | would also ike to thank Michael Lindner and the other partners ‘at TransLegal for giving me the opportunity to work with Cambridge University Press on this most fulfiling project. Finally, my warmest appreciation to Helena, Lukas and Liv Houser {or their patience, understanding and generous love during my work on both editions of this book. Publisher's acknowledgements ‘The authors and publishers would Ike to thank the teachers whose comments have helped in the development of this new edition: Jeremy Day, Matt Firth, Maria Lombardi, Andrew Nathan, Sarah Porch and Alison Wiebalek. ‘The authors and publishers would also like to thank once again the teachers whose comments helped shape the first edition: Dorthe G.A. Engelnarat, Monica Hoogstad, Michael Thompson, Ji Northeutt and Caroline Hare; Melissa Good, who provided guidance on the law content of the book throughout the project: Craig Duncan, who reviewed the online tasks at their inital stages; and Matt Firth and John Kokko for their tremendous work on the online task. Amy Krois-Lindner Amy Krois-Lindner has taught language competence at the English Department of the University of Vienna for many years. ‘She teaches English for Special Purposes and academic wring and is also @ teacherrainer. In addition, she has played a roe in the development of a departmental ESP module with certification {and has been involved in the curriculum development of several ESP courses at the Vienna University of Applied Sciences and the ‘Vienna University of Technology. Amy Krois-Lindner | wou het thank our eter, Carine Tia, fr hr excelent ‘appeal and Coed i lating We agree | would lo tke to thank ou editor onthe rs etn ofthis book, Care Sheridan fr he expert guidance fr helping 0 keep tho whole project on tack for communiating 2 wel and for rmtnating a of ‘Thanks are due to editor Catriona Watson-Brown for her excellent ‘work. | am also grateful to Annie Broadhead and Joanna Kosta for ther valuable assistance with the Exam focus section, and to Joanne Robinson for working hard to obtain permission for the texts used in the book. Mary thanks are due to my children, Fabio, Linus and Chiara, ‘and to Martin Brune for his love and unfaling suppor. This new edition is dedicated to June Lindner and tothe loving ‘memory of George Lindner, my personal proofreader and coach (on the frst edition.Types of breach Speaking, 1 Contract remedies B Interviewing a client Reading Listening [Writing and | Language Speaking i TA Bods ofw [A Dooumers ncout | Speaking Unit 1 B The adversarial and | B Lawyers A Explaining what a law Toe prectce ction | chai estone | taps edcaton | sme pees 8 Tes ow © Lowtimsircture |B Gvicour systems Ditpecotemut | E Pravtoc ares | C Logal education E Posonsincout | F Lowtn cutre | D Denbow frm F Legal Latin Witz 7 inseducton io Company onavon | Wing © Rayne Rls company Conearyion |B romnga buiness | Alen eden eget compa iow: |B Amemerandumot | intneuK © Langinge se Sha and may ‘company formation | association pean © Text analysis: eter of advice — oe Aa etre preset page 20, formation eae 0 corporat governance Unit 2 Language focus page 32 Unit 3 ‘A voducono [A Argiaioowe | Wing © tay ons Sores company 8 Patong | Summaring © Langunge veh Contrasting Company os contatatin inormaton antatsatin |B Staehoers ond seein © tanguge use: ommen page 34 ‘supervisory boards pend collocations (verb plus noun) C New legisiation - share ee © Text analysis: Understanding capt dipper tenes see Unit 3 Language focus page a6 Unit 4 FA inroducents [A Bolanng eet | Wing © ay tm Opposing concent changes in tapes tan | Standard ptrasentor | nconpay tw company a companies teauttion tpenngendccang | © Tenant Begining fundamental 8 Spina 8 hcnecit cele preeraton changestna | C Themes © Language we A Blaaing a cone ee Some mc | mosore page 48 D Shareholder rights eenanarte-o © Language use B: Collocations Unit 4 Language focus page 60 Case study 1: Company law page 62 Unit 5 A avoduion to [A Negtaing Wing © ey ene: etree contact toaton |B Corbactnegstaton | A Anifomatie memo | convec lrmeton Contracts: contact_| 5 Acorant B adapting consact | © Tex onan: Understanding formation © Adapting contract telte contaca oe temple © language ue hy lee i Seaking croton : IR eaeaeing snes | Oa ae B hegaiangan | © Latdng ne Nearing l emer © Language use : Adverbs Unit 5 Language focus page 76 Unit 6 - inveducionto [A ADanshreeay | Witeg © ayer ps of anges convact remedies | 8 Remedies ralowsn © Language vse Ting aout contract: medion | © Lieto damages ceapaecem of tat gar Sa a pose 78 6 Undestndng stent © Language ie: Ung convect causes repton ad undertanng ° Text analysis Initial interview witha client Unit 6 Language focus page 90 Case study 2: Environmental law page 92Reading Listening Writing and Language Speaking Unit 7 7 invoducionte | A Preaingaavaut | Wet © eye Conran contract assignation | and developing an | Amemo ving advice | Language use A: Nouns ending Contracts: 8 Understanding ‘argument Fett in -or and -e@ assignment and contract clauses | B Acosing argument | SPAKE © Language use B: Vero + ing ‘thireparty nights | ¢ AToliowup email Epis tach omey a pean D Actg went 2 © Tat nat: Penne E Keeping informed aes we a ‘writing and speaking. sae or © Language use ©: Phrases evoluating sources of | "referring to evidence ee © Language use 0: Informal ste Unit 7 Language focus page 106 Unit 8 ‘A invosuetiont [A Anemployment | Wilting © ‘Key terms: Employment employment aw tabunaieiaim | A Atachments and | ©. Language use A Expressing an Employment low | 8 Asexdscriminaon |B Lib risks fomaity opinion, agreeing and page 108 case 8 Advising on isagreing © Ajustied dismissal advertages nd | O Language use B: Partcile D Unfair cismissal aisadvortages in cfauses with ng anes Speaking Aarecing ond csagrcing Unit 8 Language focus page 120 Unit 9 A ivduiono to] tgawiing | Willing end Speting —] © oy emo Su of 0 200s egsation | seminar on dating | Presenting a case biet | O Language use Terms and Sale of goods 8 Retetin of tie ctouses cenlton of sale age 122 8 Acase bret © Text anatsis: A case bit © Language use B: Taking about coesponing lows and insthutons Unit 9 Language focus page 12 Case study 3: Contract law page 134 Unie 0 ‘A itduction © A easements Witing © Key tems Paris refered to property iw B Buying arouse in| A Deserting a fms in real property aw Real property low | 8 Alaw fms practice | Spain act areas © Language use A: Conasting page 136 areas 8 Summaising na iaeas © Understanding 2 requesting © Languoge use &: Cussiving tease or enan and detngushing ypes or seem Seating omer Aanaspectotveat — | (ame og D Acase review guage use C: ivng a rope iw E Areference email 8 A case discussion presentation - stucturing and signaling transitions Unit 10 Language focus page 148 Unit 11 Intellectual property page 150 ' tntroduction to intellectual property B The State Stret case Business method patents Trade-mark statutes 2 Training of junior lawyers 8B Discussing issues - copyright and fair Writing Notes for a case bret Writing and Speaking Paraphrasing in pain language Speaking Phrases for discussions ey terms: intelectual property Teat analysis: Discourse markers as sentence openers Unit 11 Language focus page 162 Case study 4: Intellectual property law page 164Reading Listening Writing and Language Speaking TSS (IC mei ace earns eer (oan) Meee cl Rare | Meare |articore 2 | ginny ae srs HSiGEN IRN Ta aoe ra SEL peered Sigueaaes cece | SY | Re | eae mia page 178, C Aseminar on revised in secured aes. ‘events and planning. legislation ‘vansactions Deane contingencies D An internal email Sonne rte O Text analysis: Formality /- te peers information Unit 13 Language focus page 190 Unit 14 A invoduaonio [A Pateing asst] Wing © ype fen devor-sreator |" fomjdeaiiens |X Retverngiter | © Ted anabas Acowngleter Deito-cratar |B Sats goeming | 8 Anbitentew” | 6 Atanu nee Me ¢ Acoorasan Seeing : 1 cs tency isoheny a prectoner B Alob interview ie Ive © Discussion on E Making a case Somos: Unit 14 Language focus page 204 Case study 5: Transnational insolvency law page 206 Unit 15 1 troduction to 1 Advising on Writing © Key terms: Ant-compettve ‘competition iw compettion law | A Using passive activity ‘Competition law | & Art-comptitve risks constructions © Language use: Waring cent page 208 ‘activities ard 8 Merger control | B Aproposal ot sks antitrust measures © Aninformative emai!__| © Text anabsis: A proposal © Acartel casein China D Report on changes in eee merger equation RDeP EINES: competitoniaw case Unit 15 Language focus page 220 7 Invoduction to ‘rafting arbitration | Writing © Key tems: Terms from init transnational clauses ' Planningthe contents. | — ‘transnational commercial aw Transnational commercial iow | 8 Acrossborder ‘and structure ofa | O Text analysis: Cohesion commercial iew | 8 Confictotiawsin | dispute ietor page 222 private international 8 Textual ransormation law ‘Speaking © An article fom the ee ‘A short presentation Unit 16 Language focus page 232 Case study 6: Transnational commercial law page 234 Exam focus page 236 Role cards page 301 ILEC practice test page 258 ‘Answer key page 303 ‘Audio transcripts page 278 Index page 331 Acknowledgements page 336The practice of law 1 PART |: THE LEGAL SYSTEM 1 ee etd 1.1 Read the excerpts below from the course catalogue of a British university's, summer-school programme in law and answer these questions. 1 Who is each course intended for? 2 Which course deals with common law? 3 Which course studies the history of European law? B LAW 121: Introduction to English law LAW 21: Introduction to civil law This course provides a general overview of English law and the common-law system. The — course will look at the sources of law and the law-making process, as well as at the justice system in England. Students will be introduced to selected areas of English law, such as criminal aw, contract law and the law of torts. The relationship between the English common law and EC law will also be covered. ‘The course is designed for those international students who will be studying at English universi- ties later in the academic year. Other students with an interest in the subject are also welcome to attend, as the contact points between English ‘More individuals in the world solve their legal problems in the framework of what is called the civil-law system than in the Anglo-Saxon, ccase-law system. This course will introduce students to the legal systems of Western Europe that have most influenced the civi-law legal systems in the world, It aims to give students an insight into a system based on the superiority of written law. The course will cover the application and development of Roman law in Europe to the ‘making of national codes all over the worid. ‘The course is intended to prepare students who are going to study in a European university for the different approaches to law that they are likely to law and civil law are numerous. The seminars and all course materials are in English. face in their year abroad, 1.2 Match these bodies of law (1-3) with their definitions (ac). 2. civil law a area of the law which deals with crimes and their punishments, 2 common law including fines and/or imprisonment (also penal law) 3 criminal law _b 1) legal system developed from Roman codified law, established by a state for its regulation; 2) area of the law concerned with non-criminal matters, rights and remedies ¢ legal system which is the foundation of the legal systems of most of the English-speaking countries of the world, based on customs, usage and court decisions (also case law, judge-made law) 1.3 Complete the text on the next page contrasting civil law, common law and criminal law using the words in the box. bound by codified custom precedents provisions disputes rulings based on legislation non-criminal‘The term ‘civil aw’ contrasts with both ‘common law’ and ‘criminal law’. In the first ‘sense of the term, civil law refers to a body of law 1) ...._. written legal codes derived from fundamental normative principles. Legal 2) _are settled by reference to this code, which has been arrived at through 3) - Judges are 4) _.. the written law and its 5) In contrast, common law was originally developed through 6) sata time before laws were written down. Common law is based on 7) created by Judicial decisions, which means that past 8) are taken into consideration when cases are decided. It should be noted that today common law is also 9)... ke. in written form. In the second sense of the term, civil law is distinguished from criminal law, and refers, to the body of law dealing with 40) matters, such as breach of contract. 1.4 Which body of law is the basis of the legal system of your jurisdiction? Reading B: The adversarial and inquisitorial systems A further difference between the ci way proceedings are conducted. aw system and the common-law system lies in the 2.4. Read the text below comparing the two systems and answer these questions. 1 Which system is characteristic of common-law countries? 2 How does the way evidence in a trial is gathered and presented differ in the two systems? 3 What is the role of the attorney in each system? 4 In your opinion, which system is best suited for arriving at the truth? with the adversarial system used in the United States and Great Britain. In the adversarial system, two or ‘more opposing parties gather evidence and present it, and their arguments, to a judge or jury. / The judge or jury knows nothing of the litigation until the parties present their cases to the decision-maker. { Furthermore, in a criminal trial, for example, the defendant is not required to give testimony. { The inquisitorial system, which is employed in most civil-law jurisdictions, can be defined by comparison f } In the inquisitorial system, the presiding judge is not a passive recipient of information. Rather, he or she is primarily responsible for supervising the gathering of the evidence necessary to resolve the case. He or she actively steers the search for evidence and questions the witnesses, including the respondent or | defendant. Attorneys play a more passive role, suggesting routes of inquiry for the presiding judge and following the judge’s questioning with questioning of their own. Attorney questioning is often brief because | the judge tiesto skal relevant questions. The gol ofboth the adversarial sytem andthe inquisitorial system is to find the truth. But the adversarial system seeks the truth by pitting the parties against each other in the hope that competition will reveal it, whereas the inquisitorial system seeks the truth by questioning f those most familiar with the events in dispute. The adversarial system places a premium on the individual { rights of the accused, whereas the inquisitorial system places the rights of the accused secondary tothe search for truth. ‘ 2.2 Underline the verbs in the text above that appear with the nouns below (1-3). Then combine the verbs in the box with the three nouns to make word partnerships. Some of the verbs go with more than one noun. dismiss gather give hear present provide —_recant reject support uncover evidence 2 testimony 3 arguments 2.3 Make sentences about the role of the judge in the inquisitorial system and the role of the attorney in the adversarial system using some of the verb-noun collocations from Exercise 2.2. Unit The practice of law y)2) 3 er Cm Ne Cl) The word law refers generally to legal documents which set forth rules governing a particular kind of activity. 3. Read these extracts, which each contain a word used to talk about types of law. Where did each appear? Match each extract (1-5) with its source (a-e).. a Te 2 “The new EU Working Hours Directive is ‘When a statues plan and unambiguous, the reported tobe causing controversy amongst court must give effect to the intertion ofthe the medical profession legislate as expressed, rather than determine ‘what the lw should or should not be. 3 The purpose of this Ordinance i to 4 regulate traffic upon the Streets and Public ‘These workplace safety and health Places in the Town of Harwile, New regulations are designed to prevent Hampshire forthe promotion ofthe safety personal injuries and ilnesses from and wetare of the pubk. ‘Securing inthe workplace. 5 Mr Speaker, | am pleased to have the opportunity to present the Dog Control ‘Amendment Bill to the House. Itis a further milestone in meeting the changing expectations we have about what is responsible dog ownership. fpr ty ene UK) bya/tyetaw a court ruling © newspaper e brochure for employees b local government document d parliamentary speech 3.2 Find words in the extracts in Exercise 3.1 which match these definitions. 1 rules issued by a government agency to carry out the intent of the law; authorised by a statute, and generally providing more detail on a subject than the statute 2 law enacted by a town, city or county government 3 draft document before itis made into law 4 legal device used by the European Union to establish policies at the European level to be incorporated into the laws of the Member States 5 formal written law enacted by a legislative body 3.3 Complete the sentences below using the words in the box. bill directive ordinance __ regulations _ statutes 1. The Town Council will conduct a public hearing regarding a proposed ‘concerning property tax. 2 According to the concerning working time, overtime work is work which is officially ordered in excess of 40 hours in a working week or in excess of eight hours a day. 3 Early this year, the government introduced a new on electronic commerce to Parliament. 4 Anumber of changes have been made to the federal governing the seizing of computers and the gathering of electronic evidence. 5 The European Union ‘on Data Protection established legal principles aimed at protecting personal data privacy and the free flow of data.@ Speaking A: Explaining what a law says There are several ways to refer to what a law says. Look at these sentences: The law stipulates that corporations must have three governing bodies. The law provides that a witness must be present. The patent law specifies that the subject matter must be ‘useful’. ‘These verbs can also be used to express what a law says: The law states / sets forth / determines / lays down / prescribes that ... Choose a law in your jurisdiction that you are familiar with and explain what it says using the verbs listed in the box above. J Reading D: Types of court Courts can be distinguished with regard to the type of cases they hear. Match each of these types of court (1-9) with the explanation of what happens there (ai. 1 appellate court (or court of ‘a This is where a person under the age of 18 would be tried. appeals, appeals court) b This is the court of primary jurisdiction, where a case is 2 crown court heard for the first time. 3 high court This is where small crimes are tried in the UK. 4 juvenile court d This is where law students argue hypothetical cases. 5 lower court (or court of first € This is where a case is reviewed which has already been instance) heard in a lower court. 6 magistrates’ court f This is where cases involving a limited amount of money are 7 moot court handled. 8 small-claims court & This is where serious criminal cases are heard by a judge 9 tribunal and a jury in the UK. fh This is where a group of specially chosen people examine legal problems of a particular type, such as employment disputes. i This is usually the highest court in a jurisdiction, the court of last resort J Speaking B: Ci ourt systems Work in small groups and discuss these questions. 1. Describe the different types of court in your jurisdiction and the areas of law they deal with 2 Select one type of court in your jurisdiction and explain what kinds of case it deals with. Unit The practice of law )@ Reading E: Persons in cou Complete this diagram with the words and definitions below (a-f). oa ~~ (/~ public official who has, ( Ae authority to hear and) — decide cases Lt person who EN a, ( initiates a civil ae eres a J / defendant a Ys ee Guage ) (tian) I SS reasonably prudent person — person who esl /- specialised knowledge of a particular subject = who is called ea testy in cn = who a is \ person who ae (__ records, files papers 9) A ) appeals a decision Sais processes Scel— ee ee expert witness appellant? person who is sued in a civil lawsuit officer of the court whose duties include keeping order and assisting the judge and jurors person who pleads cases in court hypothetical person who uses good judgment or common sense in handling Practical matters; such a person’s actions are the guide in determining whether an. individual's actions were reasonable (U9) asuaty plait 2 (US) also poutoner 8 RSL cena 8.1 4: Listen to a lawyer telling a client about some of the documents involved in his case and answer these questions. aor ° 1. What claim has been filed against the client? 2 What does the lawyer need from the client to be able to prepare his defence? 3 Will the case go to trial?8.2 Match these documents (1-9) with their definitions (a-i). 2 affidavit ‘aa document informing someone that they will be involved in 2 answer a legal process and instructing them what they must do 3 brief b a document or set of documents containing details 4 complaint about a court case 5 injunction ¢ a document providing notification of a fact, claim or 6 motion proceeding T notice d a formal written statement setting forth the cause of action 8 pleading or the defence in a case 9 writ! e a written statement that somebody makes after they have ‘sworn officially to tell the truth, which might be used as proof in court fan application to a court to obtain an order, ruling or decision & an official order from a court for a person to stop doing something. hin civil law, the first pleading filed on behaff of a plaintiff, which initiates a lawsuit, setting forth the facts on which the claim is based i. the principal pleading by the defendant in response to a ‘complaint. + singe the 1999 reform rules, the term cla form i used inthe UK. 8.3 4 Listen again and tick the documents that the lawyer mentions. a affidavit [1 4 complaint [J 7 notice Qo 2 answer OS injunction Ol 8 pleading O 3 brief OD 6 motion D9 writ 8.4 Match each verb used by the lawyer (1-5) with its definition (ae). 1 to draft a document a to deliver a legal document to someone, demanding, 2 to issue a document ‘that they go to a court of law or that they obey an 3 tofile a document with an authority order 4 to serve a document on someone b to produce a piece of writing or a plan that you (or to serve someone with a document) intend to change later 5 to submit a document to an authority _¢ ‘to deliver a document formally for a decision to be made by others d to officially record something, especially in a court of law @ to produce something official 8.5 Decide which of the documents in Exercise 8.2 can go with these verbs. The first one has been done for you. 1. draft an answer, a brick a complaint, a motion, a pleading, 2 issue 3 file (with) 4 serve (on someone) 5 submit Unit ‘The practice of law 1)oR eee ee Lawyers use Latin words and expressions when writing legal texts of every kind, from statutes to emails. The excerpt below is from the legal document known as an ‘answer’. twas submitted to the court by the defendant from Listening A. 9.4 Underline the common Latin words and phrases in the excerpt. Do you know what they mean? ‘The claim for breach of contract fails inter alia to state facts sufficient to constitute a cause { of action, is uncertain as to what contract plaintiffs are suing on, and is uncertain in that it? cannot be determined whether the contract sued on is written, oral or implied by conduct. The complaint alleges breach of contract as follows: ‘At all times herein mentioned, plaintifis were a part [sic] to the Construction Contract, as well as intended beneficiaries to each sub-contract for the construction of the house. In light of the facts set out above, defendants, and each of them, have breached the Construction Contract.” d On its face, the claim alleges only that defendants “breached the Construction Contract’ But LongCo is not a party to the Construction Contract. Therefore LongCo cannot be liable { for its breach. See e.g. GSI Enterprises, Inc. v. Warner (1993). } ‘9.2 Match each Latin word or expression (1-8) with its English equivalent and the explanation of its use (ah). 1. ad hoc a thus (used after a word to indicate the original, usually incorrect, 2 etalii(etal) spelling or grammar in a text) 3 et cetera (etc.) b for example (used before one or more examples are given) 4 exempli gratia (e.g.) _¢ for this purpose (often used as an adjective before a noun) 5 id est (ie.) against (abbreviated to ‘v.’ in case citations, but to ‘vs.’ in all other 6 perse instances) 7 sic and others (usually used to shorten a list of people, often a list of 8 versus (vs. oF v.) authors, appellants or defendants) and other things of the same kind (used to shorten a list of similar items) by itself (often used after a noun to indicate the thing itself) fh that is (used to signal an explanation or paraphrase of a word preceding it) 9.3 Match each Latin term (1-10) with its English equivalent (a-)), 1 de facto a among other things 2 ipso facto b per year 3 inter alia © number of shareholders or directors who have to be 4 per annum present at a board meeting so that it can be validly 5 pro forma ‘conducted 6 pro rata d infact 7 quorum e of one’s own right; able to exercise one’s own legal 8 sul juris rights 9 ultra vires proportionally 10 videlicet (viz.) & by that very fact itself h asa matter of form I as follows J beyond the legal powers of a person or a bodyPART | A CAREER IN THE LAW fs) Listening B: Lawyers 110.4 4: Listen to this discussion between Javier, a Spanish student taking part in a university's summer school programme in the UK, and Robert, an English student. Match the words to describe lawyers (1-5) with the definitions (a-c) and usage notes (df. aadvcate [1] 4 tawer ag 2attomy LO Ssotctor LO 3 banister =O O Definitions ‘a general term for someone whose job is to give advice to people about the law and speak for them in court b more specific term for someone who is trained to prepare cases and give advice on legal subjects and can represent people in lower courts ‘© more specific term for someone who is qualified to give specialist legal advice and can argue a case in both higher and lower law courts Usage notes mostly US term @ used in Scottish law mostly UK/Australian/Canadian term 10.2 Look up the terms counsel, counsellor and paralegal and their definitions and usage. Complete this table that Javier drew up after talking to Robert. Core Se terns counsel | wera wo gine achice, Counsel for the defence | collecation: egal counsel’ can We wsea to copecialy in legal matters: | argued that his chent was | vefer to one or move lawvisters pleading, (wow) a lawyer who pleade | not quity a. cane, Often wad to address a lawyer cases in court in court in the thivd person: ‘Counsel mag present the evidence’ ‘counsellor paralegal 110.3 Another type of lawyer found in many civil-law jurisdictions is called a notary. Below is brief comparison of the civiklaw notary with its US counterpart, the notary public, which appeared on the website of a law firm. Complete it using the verbs in the box. administer authenticating drafting executes._ performs serving take —_verify notary in civiblaw systems - notario in Spanish-speaking countries, notaire in French-speaking, Countries, symvoulographos in Greece - 2) a very different function than does a notary public in the United States. The civilaw notary is an attorney who has undergone special training {and performs the following three basic functions: 2) contracts and deeds; 3) legal instruments; and 4) vw legal documents such as wis, 1s a public repository of legal instruments. By contrast, a notary public in the US need not be an attorney. The functions of a US notary public are basically to 5) identity of @ person who 8) oaths, 6) vw @ legal document. ‘sworn statements and to 7) the Unit 1 The practice of aw x)10.4 Discuss these questions. 1. Does your native language have more than one word for lawyer? Do they correspond to the different English words for lawyer mentioned on the previous page? If not, how do the concepts differ? 2 What is each type of legal practitioner in your jurisdiction entitled to do? 3 What English term do you use to describe your job or the job you would like to do? 4 What legal services can a notary render in your jurisdiction? 110.5 Combine the nouns in the box with the verbs below (1-6) to make combinations to describe the work lawyers do. Some of the verbs go with more than one noun, cases clients, contracts corporations. decisions. defendants disputes lay legislation 1 advise 2 draft 3 litigate 4 practise 5 represent 6 research 110.6 Choose three ‘verb + noun’ pairs from Exercise 10.5 and write sentences using them. 110.7 Choose the words from the box which can be combined with the word lawyer to describe different types of lawyer. Say what each one does. bar corporate defence government ~—_patent-_—_ practitioner public sector sole’ tax trial Listening C: Legal education In English-speaking countries( the Bar is a term for the legal profession itself, while a bar association is the association which regulates the profession. A person who qualifies to practise law is admitted to the Bar; in the US, a law-school graduate must pass the bar examination. You are going to hear a German law student speaking to a group of other students at a US law school. He describes the education and training a law graduate must complete to enter the legal profession in Germany. 14.4 «= Listen and decide whether these statements are true or false. 1 In Germany, a student requires a university degree to study law. 2 Attendance is obligatory at the-introductory lectures at a German law faculty. 3 German students of law learn to apply the relevant statutes to the cases they analyse in their coursework. 4 In Germany, the bar examination is administered in two parts. 14.2 Discuss these questions. 1. Is legal education in your country more similar to the US or the German model? 2 What does the speaker mean by ‘the Socratic method"? What do you think the advantages and disadvantages of using thi method might be?fs) Speaking C: Legal education Describe the education of a lawyer in your country and include these points. * Prerequisites for studying law + Bar examination * Main subjects covered at law school * Student clerkships fs Listening D: Law-firm structure 13.1.4: A young British lawyer, Linus Walker, has applied for a position at a law firm. Listen to his job interview and answer these questions. 1 What does Mr Nichols say about the atmosphere of the firm? 2 What are the full partners responsible for in the firm? 3 What does Linus say about the size of the firm? 13.2 4: Listen again and complete this organigram of the firm using the words in the box. Associate Full partners Mr Robertson Paralegal _—Real Property Salaried Lawyer Mr Michaels ) Senior Partners. ae (Ms Graham, Mr Nichols ) \ 2) r Department |_(Seseuny) (DeberCredior Department) (Sama) (Geoominipeteemnits) 2) (cera y ieee.) 5) (_ Parategat pa Ses DECOR Ie Paralegal }_I fs? Speaking D: Describing a law firm 14.1 Look at these phrases used by Mr Nichols to describe the firm in Listening D. Which can be used to speak of a department or company, and which of a person? Which can be used for both? is/are headed by ... .. is/are responsible for .. is/are assisted by ... is/are in charge of is/are managed by + Feport to .. 14.2 Using the phrases in Exercise 14.1, describe the structure of a law firm with which you are familiar or the one just described in Listening D. Refer to the positions and duties of the personnel. Unit The practice of law wD)f Listening E: Practice areas 15.4 4: Listen to five lawyers talking about their firms, practice areas and clients. Tick the information you hear about each speaker. Speaker 1... has a few years’ working experience. works as a clerk at a mid-size commercial law firm. will get to know other departments of the firm. meets with clients regularly. plans to specialise in commercial litigation, anon o0000 Speaker 2... 1. is a sole practitioner. 2 works in the area of employment law. 3 deals with wage disputes. 4 represents clients in mediation. 5 has many clients who are small businesses. oo0000 Speaker 3... works in the area of secured transactions. carries out trade-mark registrations. assists clients who are in artistic professions. serves as an expert witness in court. is a partner in a large IP firm. aseone oo0000 Speaker 4 ... 1. isa senior partner in a mid-size law firm. 2 specialises in competition law. 3 represents clients before the employment tribunal. 4 deals with infringements of the Competition Act. 5 has clients in the telecommunications sector. oo0000 Speaker 5 1. owns shares in his firm. 2 argues cases in court. 3 works in the area of real property law. 4 represents landlords but not tenants. 5 teaches courses on litigation at the law university. oo0o000 15.2 Discuss these questions. 1. Which kind of firm do you work in or would you like to work in? 2 Which areas of the law have you specialised in or would like to specialise in?fs) Listening F: Law-firm cultur 16.4 Read this excerpt from an article in a law-school newspaper about law-firm culture, Which type of firm would you prefer to work for? Why? ne factor which plays an important role in the culture of a law firm is its size. Law firms can range from a one-person solo practice (conducted by a sole practi- tioner) to global firms employing hundreds of attomeys all over the world. A small law firm, which typically engages from two to ten lawyers, is sometimes known as a ‘boutique firm’, as it often specialises in a specific area of the law. A mid-size law firm generally has ten to 50 lawyers, while a large law firm is considered to be one employing 50 or more attorneys 16.2 4: You are going to hear Richard Bailey, a law student, talking to a group of first- year law students at an orientation event at law school. He tells them about his experience as a clerk in different law firms. Listen and answer these questions. 1. Why do the professors encourage students to do work experience? 2 How long have Richard's clerkships generally lasted? 3 What kind of work did Richard do at the larger law firms? 4 What is Richard's final piece of advice? 16.3 4: Listen again and tick the advantages of small and large law firms Richard mentions. In some cases, he says both types of firm have the same advantage. Ci Ea more autonomy and responsibility ‘opportunity to work on prestigious cases | chance to rotate through different practice areas asked to write briefs and letters allowed to conduct research and manage court books opportunity to make many contacts more training offered made to feel part of a team ited to participate in social events |famitylike atmosphere made good use of time 16.4 Discuss these questions. 1 Do you have any experience working as a clerk in a law firm? In what ways was it similar to or different from Richard's experience? 2 What kinds of tasks and responsibilities do clerks in your firm have? 3 Do you agree with the way Richard characterises small and large law firms? Unit 4 ‘To improve your web-based research skills, visit www.cambridge.org/elt/ile2, click on Research \ Tasks and choose Task 1. = Unit The practice of law20) 2} Company law: company formation and management 1 ete oduction to company law This text provides an introduction to the key terms used when talking about companies as legal entities, how they are formed and how they are managed. It also covers the legal duties cof company directors and the courts’ role in policing them. Read the text below quickly, then match these phrases (a-f) with the paragraphs (1-6). a directors’ duties © company definition € partnership definition b management roles d company health company formation | 1 Acompany: is a business association which has the character of a legal person, distinct from its officers and shareholders. This is significant, as it allows the ‘company to own property in its own name, continue perpetually despite changes in ‘ownership, and insulate the owners against personal liability. However, in some instances, for example when the company is used to perpetrate fraud or acts ultra vires, the court may ‘lift? the corporate veil’ and subject the shareholders to personal liability 2 By contrast, a partnership is a business association which, strictly speaking, is not considered to be a legal entity but, rather, merely an association of owners. However, in order to avoid impractical results, such as the partnership being precluded from owning property in its own name, certain rules of partnership law treat a partnership as if it were a legal entity. Nonetheless, partners are not insulated against personal liability, and the partnership may cease to exist if a change in ownership occurs, for example when one of the partners dies. 3 A.company is formed when a certificate of incorporation® is issued by the appropriate governmental authority. A certificate of incorporation is issued when the constitutional documents of the company, together with statutory forms, have been filed and a filing fee has been paid. The ‘constitution’ of a company consists of two documents. One, the memorandum of association’, states the objects of the company and the details ofits authorised capital, otherwise known as the nominal capital. The second document, the articles of association®, contains provisions for the internal management of the company, for example shareholders’ annual general meetings®, or AGMs, and extraordinary general meetings’, the board of directors, corporate contracts and loans. 4 The management of a company is carried out by its officers, who include a director, manager and/or company secretary. A director is appointed to carry out and control the day-to-day affairs of the company. The structure, procedures and work of the board of directors, which as a body govern the company, are determined by the company’s articles of association. A manager is delegated (us) corporation 4 (US) artetes of incorporation or certteate of incorporation 2s) perce 5 (US) bylaws 3 (US) Generaty no offic! certiteate is issue © (US) annual mestings ofthe shareholders companies reformed when the arcle/cerificate (US) special meetings of the shareholders of Incorporation are fed (see footnote 4),supervisory control of the affairs of the company. A manager's duties to the company are generally more burdensome than those of the employees, who basically owe a duty of confidentiality to the company. A company's auditors are appointed at general ‘meetings. The auditors do not owe a duty to the company as a legal entity, but, rather, to the shareholders, to whom the auditor's report is addressed, The duties owed by directors to a company can be classified into two groups. The first is a duty of care and the second is a fiduciary duty. The duty of care requires that the directors must exercise the care of an ordinarily prudent and diligent person under the relevant circumstances. The fiduciary duty stems from the position of trust and responsibilty entrusted to directors. This duty has many aspects, but, broadly speaking, a director must act in the best interests of the ‘company and not for any collateral purpose. However, the courts are generally reluctant to interfere, provided the relevant act or omission involves no fraud, illegality or conflict of interest. Finally, a company’s state of health is reflected in its accounts’, including its balance sheet and profit-andtoss account2. Healthy profits might lead to a bonus or capitalisation issue® to the shareholders. On the other hand, continuous losses may result in insolvency and the company going into liquidation. + (Us) nancial statements 2 (US) prefitandoss statement or income statement 3 (US) stock avin @ Key terms: Roles in company managemen' 2.1 Some of the important roles in company management are discussed in Reading A above. Which roles are mentioned? 2.2 Here is a more comprehensive list of roles in company management. Match the roles. (4-10) with their definitions (aj). 2. auditor a person appointed by a shareholder to attend and vote at a meeting in 2 company secretary his/her place when the shareholder is unable to attend 3 director 'b director responsible for the day-to-day operation of the company 4 liquidator © person elected by the shareholders to manage the company and decide 5 managing director its general policy 6 official receiver person engaged in developing or taking the initiative to form a company 7 promoter (arranging capital, obtaining personnel, making arrangements for filing 8 proxy corporate documentation) 9 receiver © person appointed by the company to examine the company’s accounts 20 shareholder and to report to the shareholders annually on the accounts f company’s chief administrative officer, whose responsibilities include accounting and finance duties, personnel administration and compliance with employment legislation, security of documentation, insurance and intellectual property rights & member of the company by virtue of an acquisition of shares h officer of the court who commonly acts as a liquidator of a company being wound up by the court {person appointed by creditors to oversee the repayment of debts, J person appointed by a court, the company or its creditors to wind up the ‘company's affairs Unit 2 Company law: company formation and management x)STIRS ‘company formation ig Lawyers play important roles in the formation of a company, advising clients which entities are most suited to their needs and ensuring that the proper documents are duly filed. You are going to hear a conversation between an American lawyer, Ms Nortis, and her client, Mr Herzog. The lawyer describes how a specific type of corporation is formed in the state of Delaware. 3.4 Listen to the conversation and tick the documents required for formation that the lawyer mentions. 4 DBA Tiling 2 articles of incorporation 3 stock ledger 4 general partnership agreement 5 stock certificates 6 IRS and State S Corporation election 7 bylaws 8 organisational board resolutions Oo000000 3.2 {Listen again and answer these questions. 1 According to the lawyer, what is the advantage of incorporating an entity in the state of Delaware? 2 What information is included in the articles of incorporation? ‘3 What happens at the first organisational meeting of a corporation? 3.3 Company types (USA) Look at this table, which provides information on the documents required to form and operate the different company types in the United States. Based on what you heard in Exercise 3.1, which type of business association was the lawyer discussing with her client? (es Ce ke eee sole proprietorship DBA filing general partnership General Partnership Agreement, local flings if partnership holds real estate limited partnership Limited Partnership Certificate, Limited Partnership Agreement | C corporation ‘Articles of incorporation, Bylaws, Organisational Board Resolutions, | ‘Stock Certificates, Stock Ledger | corporation ‘Articles of Incorporation, Bylaws, Organisational Board Resolutions, Stock Certificates, Stock Ledger, IRS and State S corporation election 3.4 Company types (UK) The table on the next page contains information about five types of common UK business associations, covering the aspects of liability of ‘owners, capital contributions and management. (In many jurisdictions in the world, there are entities which share some or all of these characteristics.) Look at the table and decide which entity (ae) is being described in each row (1-5). private limited company (Ltd) b general partnership © public limited company (PLC) d limited partnership e sole proprietorship