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The Grammar of Legal

English

A misplaced comma may cost millions of dollars.

Literally. This is the key takeaway from the famous
contract dispute between two Canadian companies,
Rogers v Aliant.

So how can you, a non-native lawyer working with

English legal texts, ensure that your writing is
grammatically correct and no comma is misplaced? In
this post, we will:

1. discuss the key features of Legal English grammar;

2. talk about the di!erences between the grammar of
Legal English and the grammar of everyday English;
3. review useful resources and exercises for learning
legal grammar.

How the Grammar of Legal

English is Di!erent from the
Grammar of Ordinary English

Being a sublanguage of ordinary English, Legal

English twists and bends the grammatical forms of
everyday language. Lawyers express their ideas
using obscure or even archaic ways, as well as use
well-known grammatical structures in unusual
contexts.

Let's look at some examples:

the verb 'shall'
the present perfect tense
hereof, whereof and other here-, where- and
there- words.

The Verb 'Shall'

Consider, for example, the following sentence:

'This Agreement shall remain in full force until all the payments have been made in
full',

which is a simplified version of a sentence from a real pledge agreement:

“ This Agreement shall create a continuing security interest in the Collateral and shall
remain in full force and e!ect until all the Obligations have been paid in full in cash in
accordance with the provisions of the Credit Agreement and the Commitments have
expired or have been terminated.

— a clause from a pledge agreement

First, we stumble upon the verb 'shall', which is rarely used in everyday language but
is one of the most popular verbs of Legal English. Why do lawyers love 'shall'?
 You may remember from your beginner-level English lessons that 'shall' is a modal
verb used to express intentions of the speaker (as in 'I shall go the restaurant
tomorrow') or someone else's obligations (as in, 'You shall go to school tomorrow'). It
appears, however, that the majority of English speakers have never strictly followed
these grammatical rules, and in modern everyday English, 'will' is more common in
nearly all uses (see the usage guide on 'shall' in Merriam-Webster dictionary here).

Lawyers, being the most pedantic users of the English language, have decided that
the grammatical rule cited above shall be followed strictly, and they use 'shall' in
their writings extensively. So extensively that, in fact, many authorities on legal
writing are now recommending to do away with 'shall' entirely (see, for example, US
Government's guidelines on plain language, The Federal Register Documents
Drafting Handbook or this article by the prominent US legal writing authority Brian
A. Garner in the ABA Journal). Others, including another well-known US legal
writing expert, Ken Adams, recommend keeping 'shall' in your contracts but limiting
its use to several select situations.

The Present Perfect Tense

Look again at the example sentence:

'This Agreement shall remain in full force until all the payments have been made in
full.'

Note the use of 'have been made', which is the verb 'to make' in the present perfect
tense. In ordinary English, present perfect is supposed to express an action or state
begun in the past and completed at the time of speaking (as in, 'I have finished') or
continuing in the present (as in, 'We have lived here for several years'). In this
contract clause, however, it surely expresses a state in the future and is used to
create a condition a!ecting the term of the agreement.

Note that it is also possible to use the present simple tense to convey the same
meaning:

'This Agreement shall remain in full force until all the payments are made in full.'

Hereof, whereof, and the others

As yet another example of the peculiar Legal English grammar, consider the
following sentence often found before the signatures in traditional style contracts:

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
“
Agreement to be duly executed and delivered as of the date first above written.

— a standard wording from traditional style contracts

Note the use of 'whereof' and 'hereto' which are rarely used in ordinary English but
feature prominently in Legal English. Their primary function is to replace wordy
expressions like:

'the parties to this Agreement'

with their shorter equivalents:

'the parties hereto'.

Note also the unusual word order in 'the date first above written', which di!ers from
the usual English word order. The reason for such unusual structure probably lies in
history – Legal English has one of its roots in the Anglo-Norman language, which is a
dialect of Old Norman French.

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Plain Language Movement and

the Grammar of Legal English
 Legal English is not legalese. As mentioned earlier, many authorities on legal writing
recommend doing away with 'shall' and other peculiarities of Legal English. If legal
language is getting closer to ordinary English, is there any point in studying the
grammar of Legal English at all?

We believe that, despite all the successes of the plain language movement, it is still
essential for international lawyers to master the grammar of traditional Legal
English. There are two primary reasons for this:

Although it may seem otherwise, writing legal texts in plain language is more
challenging than writing them in traditional Legal English. It does not mean that
you should not try writing in plain language, rather that it is almost impossible to
master the rules of plain writing before learning traditional Legal English.
It is nearly a certainty that in the real world, you will be working with traditional
Legal English rather than with plain English. To be an e!ective lawyer, you need to
be comfortable reading and writing in conventional Legal English.

In other words, it is a good idea to master traditional Legal English before embarking
on the journey of making your legal writing conform to the Plain Language
standards.

Exercises and Other Resources

on Legal English Grammar

There is no lack of grammar advice out there. Below are some of our favourite
resources on the grammar of Legal English:

- a convenient list of the English grammar rules. The website also provides grammar
quizzes and exercises;

- an excellent punctuation guide from the CUNY School of Law;

- Purdue University's Online Writing Lab o!ers grammar exercises and other useful
resources for international lawyers;

- writing exercises for law students by Dr Margaret McCallum, UNB Faculty of Law.
How To Learn the Grammar of
Legal English

The fastest way to master the grammar of Legal English is to read and write real
legal texts in English. It is also essential to get regular feedback on your writing from
a competent instructor to ensure that no mistakes are left uncorrected. If you are
new to Legal English, it may be a good idea to take a course in Legal English where
you will be taught the grammar necessary to write legal texts.

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 About the author

Anton Osminkin
A jurilinguist and a lecturer of legal English and Russian at the Université Sorbonne Nouvelle Paris 3 and at the Institute
of Intercultural Management, Communication and Training in Law (ISIT) in Paris.

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