Introduction

International

A course for classroom or self-study use

Amy Krois-Lindner
Matt Firth
 Contents
^^^ Reading Listening Writing and Language
speaking
Unit i 1 A career in law 1 Law courses Writing ■ Language use: Comparative
A career in law 2 Course descriptions 2 Graduate Short email and superlative forms
page 8 I 3 Graduate recruitment Speaking • Text analysis: Structuring a
recruitment programme 1 Law firms and presentation
programme courses
2 Learning
approacnes
3 Presentation
Unit 2 Language Focus page 17

Unit 2 11 Contract law 1 Asking for Writing • Language use: can / could/ may/
Contract law ' 2 Remedies for clarification and Email of advice might
page 18 breach of contract giving explanations Speaking • Text analysis: Email of advice
3 Contract clause 2 Contract law lecture 1 Terminology
3 Conditions and 2 Summarising the
warranties lecture

Unit 2 Language focus page 27

Unit 3 1 Tort law 1 FrivolOLS lawsuits Writing • Key terms 1: Reporting procedural
Tort law 2 Case note 2 Studenr lawyer- Reply to a demand history
page 28 3 The Kent Law Clinic client interview letter defending ■ Language use: Asking for information
4 Letter threatening or denying the • Text analysis: Initial lawyer-client
legal action allegations made interview ■ Key terms 2:
Speaking Defamation
1 Case discussion
2 Frivolous lawsuits
3 Lawyer-client
interview
Unit 3 Language Focus page 38

Unit 4 11 Criminal law 1 White-collar crime Writing • Language use 1: Passive

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

Unit 4 Language Focus page 49

Unit 5 1 Company law 1 Lecture on company Speaking • Key terms 1: Who does what in
Company law 2 Course in company law 1 Role-play: lawyer- company law
law
page 50 2 Directors' meeting client interview • Language use: Discussing
3 Breach of 2 Role-play: lawyer- advantages and disadvantages
Companies Act client interview • Key terms 2: Public relations ■
2006 Text analysis: Reading a statute
Unit 5 Language Focus page 59

Unit 6 11 Commercial law 1 Profile of a Writing • Key terms: Fields, institutions and
Commercial law, 2 Commercial law commercial lawyer 1 Letter of application concepts in commercial law
page 60 internship 2 Meeting with 2 Summary • Language use: Adverb functions
3 Role of commercial corporate counsel Speaking • Text analysis: Letter of application
agents 1 Internships for an internship
4 Commercial agency 2 Role-play:
contract discussion options
5 The Commercial
Agents (Council
Directive)
Regulations 1993
Unit 6 Language Focus page 71

Unit 7 1 Real property law 1 Property-law Writing • Key terms 1: Instruments and people
Real property 2 Real property presentation Follow-up email in real property law
law investment law 2 Telephone enquiry: Speaking • Language use 1: Forming adjectives
page 72 3 Draft tenancy buy-to-let 1 Giving emphasis to with negative prefixes
agreement 3 Telephone enquiry: important points • Language use 2: Formal/informal
tenancy agreement 2 Using English on style: synonyms
the phone • Key terms 2: Buying real property
• Key terms 3: Conveyancing
• Text analysis: Telephone enquiries
Unit 7 Language Focus page 82

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

Unit 8 Language Focus page 93

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

Unit 9 Language Focus page 105

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

^■t 10 Language Focus page 114

Additional material page 115

Case study 1: Contract law page 118

Case study 2: Company law page 120
Case study 3: Litigation and arbitratic n: an employment 1/ case page 122
lav
Audio transcripts page 124

Answer key page 140

| Gtossary page 155

A career in law
T
H
E

S
T
U
D
Y

O
F

L
A
W

L
e
a
d
-
i
n
The
study
of
law
differ
s
from
count
ry to
count
ry,
but
most
law
degr
ee
progr
amm
es'
inclu
de
core
(com
pulso
ry)
subje
cts
which
all
stude
nts
must
take.
Whic
h
core
cours
es
are
typic
al in
your
count
ry?
How
long
does
it
take
to
comp
lete a
law
degr
ee?

Reading i: A
career in law
1 Read the text below
and answer these
questions.
i.
W
h
i
c
h
c
o
u
r
s
e
s
d
o
l
a
w

s
t
u
d
e
n
t
s
i
n
t
h
e
U
K
h
a
v
e
t
o
t
a
k
e
?
2
W
h
i
c
h
o
p
ti
o
n
a
l
c
o
u
r
s
e
s
m
i
g
h
t
a
s
t
u
d
e
n
t
w
h
o
w
a
n
t
s
t
o
w
o
r
k
i
n
a
b
i
g
l
a
w

fi
r
m

t
a
k
e
?

Th
e
st
ud
y
of
la
w
is
int
ell
ec
tu
all
y
sti
m
ul
ati
ng
an
d
ch
all
en
gi
ng
,
an
d
ca
n
le
ad
to
a
va
rie
ty
of
int
er
es
tin
g
ca
re
er
s.
In
th
e
U
K
an
d
th
e
U
S
A,
la
w
de
gr
ee
pr
og
ra
m
m
es
us
ua
lly
ta
ke
thr
ee
ye
ar
s
to
co
m
pl
et
e.
In
th
e
U
K,
th
es
e
pr
og
ra
m
m
es
ty
pi
ca
lly
in
cl
ud
e
co
re
su
bj
ec
ts
su
ch
as
cr
im
in
al
la
w,
co
ntr
ac
t
la
w,
tor
t
la
w,
la
n
d
la
w,
eq
uit
y
an
d
tr
us
ts,
ad
mi
ni
st
ra
tiv
e
la
w
an
d
co
ns
tit
ut
io
na
l
la
w.
In
ad
dit
io
n,
st
ud
en
ts
ar
e
oft
en
re
qu
ire
d
to
ta
ke
co
ur
se
s
co
ve
rin
g
sk
ills
su
ch
as
le
ga
l
wr
iti
ng
an
d
le
ga
l
re
se
ar
ch
.
Th
er
e
is
al
so
a
va
rie
ty
of
op
tio
na
l
(el
ec
tiv
e)
co
ur
se
s
av
ail
ab
le.
Si
nc
e
m
an
y
la
w
st
ud
en
ts
go
on
to
be
co
m
e
la
wy
er
s,
st
ud
en
ts
oft
en
ta
ke
co
ur
se
s
th
at
wil
l
be
us
ef
ul
to
th
e
m
du
rin
g
th
eir
fut
ur
e
ca
re
er
s.
So
m
eo
ne
wi
sh
in
g
to
ru
n
a
s
m
all
pa
rt
ne
rs
hi
p
or
to
w
or
k
al
on
e
as
a
so
le
pr
ac
titi
on
er
in
a
s
m
all
to
w
n
m
ay
de
ci
de
to
ta
ke
su
bj
ec
ts
su
ch
as
fa
mi
ly
la
w,
e
m
pl
oy
m
en
t
la
w
an
d
ho
us
in
g
la
w.
Th
os
e
wi
sh
in
g
to
w
or
k
in
a
lar
ge
la
w
pr
ac
tic
e
wil
l
co
ns
id
er
su
bj
ec
ts
su
ch
as
co
m
pa
ny
la
w,
co
m
m
er
ci
al
la
w
an
d
liti
ga
tio
n
an
d
ar
bit
ra
tio
n.
M
an
y
un
iv
er
siti
es
al
so
off
er
co
ur
se
s
on
le
ga
l
pr
ac
tic
e.
C
ou
rs
es
lik
e
thi
s
gi
ve
st
ud
en
ts
th
e
op
po
rtu
nit
y
to
ex
pe
rie
nc
e
th
e
w
or
k
of
a
la
wy
er
be
for
e
de
ci
di
ng
on
a
ca
re
er
in
th
e
la
w.
An
ot
he
r
w
ay
of
fin
di
ng
ou
t
m
or
e
ab
ou
t
la
w
in
pr
ac
tic
e
is
to
ge
t
in
vo
lv
ed
wit
h
a
vo
lu
nt
ar
y
ad
vic
e
ce
ntr
e
or
la
w
cli
ni
c.
Th
es
e
cli
ni
cs
off
er
fre
e
le
ga
l
as
si
st
an
ce
to
th
e
lo
ca
l
co
m
m
un
ity
an
d
pr
ov
id
e
a
us
ef
ul
int
ro
du
cti
on
to
so
m
e
of
th
e
da
y-
to-
da
y
w
or
k
of
a
la
wy
er.
Fo
r
st
ud
en
ts
wi
sh
in
g
to
w
or
k
in
a
co
m
m
er
ci
al
pr
ac
tic
e,
kn
o
wl
ed
ge
of
for
ei
gn
la
ng
ua
ge
s
is
es
se
nti
al.
W
he
n
la
w
fir
m
s
hir
e
ne
w
re
cr
uit
s,
th
ey
ge
ne
ral
ly
lo
ok
at
fo
ur
thi
ng
s:
ed
uc
ati
on
,
pe
rs
on
ali
ty,
w
or
k
ex
pe
rie
nc
e
an
d
la
ng
ua
ge
ab
ilit
y.
Si
nc
e
En
gli
sh
is
th
e
la
ng
ua
ge
of
th
e
int
er
na
tio
na
l
le
ga
l
co
m
m
un
ity
,
la
w
fir
m
s
in
cr
ea
si
 ng
ly
ex
pe
ct
gr
ad
ua
te
s
to
ha
ve
a
go
od
co
m
m
an
d
of
En
gli
sh
.

2 Read the text again 1

and decide whether T
these statements are o
true (T) or false d
(F). If the statement is a
false, correct it. y
,
1 A course in family
law is usually c
included among the o
core subjects at law m
schools in the UK. m
2 Some law degree e
programmes offer r
courses in some of c
the important skills i
that lawyers need in a
order to do their l
work, such as legal l
writing or legal a
English. w
3 Law clinics give law
students the f
opportunity to learn i
about the legal r
problems of the m
medical profession. s
 expect recruits to be e
completely fluent in n
English. c
3 When you record o
vocabulary, you should u
try to write down as n
many collocations t
as you can, and not e
only single words. r
How many collocations i
with the words legal n
(e.g. legal writing) and g
law (e.g. law firm) can
you find in the text? u
n
f
Speaking i: Law a
firms and m
courses i
l
4 Discuss these i
questions with a partner. a
r
Look at the sample
responses. w
o
1 What type of law firm
r
do you (think you d
would like to) work in? s
.
I'd like to work as a
sole- practitioner, as
D
I'd prefer to be my
i
own boss.
s
I think a big Law
c
-firm would be
u
exciting.
s
2 Which optional s
courses are you
taking / did you take t
during your studies? h
This semester, I'm e
taking an elective s
course in e
environmental law.
I took a course OY\ q
Human rights Law u
when I was in Law e
school. s
t
i
Reading 2: o
Course n
s
descriptions
5 Reading texts in a w
foreign language i
often means t
h a partner.
1 What is the best way
to deal with unfamiliar
words in a text?
2 Read the
following list of
strategies and
discuss how
useful they are.
What factors
might affect the
strategy you
use?
0 Try to understand
the new word with
the help of
surrounding words.
C Look up every
unknown word in a
dictionary.
O Ignore the
unknown word and
read on.
0 Look up some new
words, ignore
others.
C Analyse the
unknown word:
ask what part of
speech it is (a
noun or an
adjective, for
example); if it has
a root or a prefix
(Latin or French,
for example) that
may help you
understand it; if it
has a positive or
negative
meaning, etc.
Keep these strategies
in mind when reading
the text on page 10.

Unit
aA
care
er in
law
6 Quickly read the law course descriptions taken from a university website. Ignore
the gaps for now. Do you think this university is in the UK? Why (not)?

eee_____________ _ o

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

Second-year course descriptions

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

Listening i: Law courses

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

a Adjectives with one syllable form their superlative by adding -est. b

Adjectives with one syllable form their comparative by adding -er. c Short
adjectives ending in -y form their comparative by removing -y and
adding -ier. d Multi-syllable adjectives form their comparative with more. e
Compound adjectives form their comparative with more. f Multi-syllable
adjectives form their superlative with most. g Some very frequent adjectives
have irregular comparative forms. h Than is used to introduce the second
element in a comparative structure.

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

You might be expecting to learn a lot of detail about Anglo-American legal systems and
their foundations, but our focus this semester will be 1).................................(practical)
than theoretical. We will mainly be working on language skills, such as writing letters
or speaking with clients. I am convinced this is the 2).................................(good) way
to prepare for using English for law. You may find this course 3)................................
(challenging) and 4)...............................(time-consuming) than you expected, but you
may also find it one of the 5)................................(useful) courses you take at university,
as many students have told me in the past. To make it 6)................................(easy) for
you to plan your time, I'll be handing out a list of the readings and the assignments you'll
be working on this term.

Speaking 2: Learning approaches

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

Reading 3: Graduate recruitment programme

16 Read the advertisement for the Barker Rose Graduate Recruitment Programme and
answer these questions.
1 Do you need to have a law degree to qualify for the programme?
2 How will Barker Rose help graduate students qualify to become solicitors?

©as ___ CD
* i>

whose application otherwise demonstrates first-

For the ambitious graduate wishing to train as a rate personal qualities and experience.
commercial lawyer, we offer trainees first-rate work
> When and how to apply
in an informative, challenging and busy
atmosphere, where your contribution counts from Apply by 31st July two years before the start of the
training contract.
day one.
We require approximately 15 exceptional trainee To apply online, please click on this link:
solicitors each year to contribute to our future http://www.barkerrose.co.uk
growth, in both our London and Manchester
offices. We will pay your full course fees for both the GDL
I^fcting programme and LPC, plus maintenance of £6,000 during your
We handle only commercial matters, offering GDL and £7,000 through your LPC study year.2
training in company, commercial and finance, > Further information
commercial litigation, employment, media, energy, If you would like further information, please
trade and commodities, shipping and property law, contact Graham Matthews, our Graduate
and in the business skills essential to success as Recruitment and Trainee Manager, on 0650 581
a solicitor. 8967 or by email at graduate.recruitment®
' Minimum qualifications barkerrose.co.uk.
Strong academic qualifications, including a 2.1 Barker Rose will be presenting its Graduate
degree' (any discipline). We take a flexible Recruitment Programme at the University of
approach and are willing to progress candidates London Law Fair on 15 May at 2.30 p.m. in the
John Adams lecture theatre.

B the UK, different-class degrees are awarded as follows: 1 (a first), 2.1 (a two-one), 2.2 (a two-two), : 3 rhird).
Ihe Graduate Diploma in Law (GDL) is a conversion course allowing those holding non-law degrees in any subject
to convert to a career in law. After completing the GDL, students who want to become barristers he Bar
Vocational Course (BVC) before entering the profession as pupil barristers. Students who it to become solicitors
take the Legal Practice Course (LPC) before becoming trainee solicitors.

Unit i A career in law

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

Writing: Short email

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

Listening 2: Graduate recruitment programme

20 ^$1.2 Barker Rose are presenting their Graduate Recruitment Programme at
the University of London Law Fair. Listen to the first part of the presentation
and decide whether these statements are true (T), false (F) or not clear (NC).
1 The students at the presentation have recently taken their mid-term exams.
2 The speaker is a law graduate.
3 Most of the speaker's lawyer friends are partners in law firms.
4 The speaker will take questions during and at the end of the talk.
5 There were over 60 lawyers working for Barker Rose in 1979.
6 New associates can work in an area of law that interests them.
21 ^ci.3 Listen to the second part of the presentation and answer these questions.
1 How much do graduate trainees earn during their second year at Barker Rose?
2 How are year-end bonuses awarded?
3 What other benefits are paid for by the firm?
4 How many hours are associates expected to bill per year?
5 After how many years are some associates considered for partnership?
22 Some words can have several meanings. Choose the best explanation (a or b)
for each of these words or phrases as they are used in the presentation.
1 a partner
a one of the owners of a partnership (e.g. a law firm) b
someone's boyfriend, girlfriend, husband or wife
2 an associate
a a person whose position at work is slightly lower or less complete than the full
official position described (e.g. an associate director)
b a person who is closely connected to another person as a companion, friend or
business partner
3 a bonus
a a pleasant, additional thing
b an extra amount of money given as a reward in addition to the money you were
expecting
4 benefits
a a helpful or good effect, or something intended to help b things such as medical
insurance that employees receive in addition to money
5 to practise1
a to do something regularly in order to become skilled at it
b to work in an important skilled job for which a lot of training is necessary

Text analysis: Structuring a presentation

In order to be effective, a presenter must make the audience understand why the topic is
important to them. It is also important to make your points short, simple and clear.
Remember to KISS (Keep It Short and Simple).
23 This outline gives a detailed summary of the main parts commonly found in
presentations. Find each of the points in the transcripts for audios 1.2 and 1.3
(page 125). Write down the line numbers at which each point can be found.
1 Welcome the audience
2 Introduce yourself
3 Introduce the topic
4 Tell the audience why they should be interested in the topic
5 Tell a short personal anecdote
6 Give an overview of the talk
7 Main point 1
8 Main point 2
9 Main point 3
10 Main point 4
11 Summary
12 Final 'bang' - leave the audience with a strong final impression

JS) to practice
Unit i A career in law
24 4 z 1.2,1.3 Listen again to the whole presentation and complete this table of
useful phrases.

25 Language function Phrase

Welcoming the 1 Hello, everyone,.................................. .............. along.
audience 2 It's great that so many of you were

.................this morning.
Introducing yourself 3 OK, let me just....... ............. ......myself.
Introducing the topic 4 I've been asked along the ...
Telling the audience 5 ... (a programme) I'm sure will be of
why they should be ........as ...
interested in the 6 It's right......... to ...
topic.
Telling a short 71 ...... when 1 .,
personal anecdote 8 1 know from ... ...that ...

Giving an overview of 9 There are................................................... I'd like to cover today.

the talk 10 First,....................... giving you a little information about
Barker Rose. I'll then go on to what we have to offer to new
associates. , I'll also
 Concluding the 15 To ............., Barker Rose ...
presentation
Introducing the next 16 Finally, I'd like to...................................about what 1 said at the beginning

point of my talk today.

How formal was the style of the presentation? Support your answer with
examples from the table above.

Speaking 3: Presentation
26 Prepare a short presentation on one of these subjects. Use the guidelines
above to help you.
O What your university has to offer potential new undergraduates C
What your law firm has to offer graduate recruits
Language Focus

Vocabulary: types of law firm Match the halves of these sentences about the
different types of law firm mentioned in Reading 1.
1 A commercial practice -\ a is managed by partners who
2 A large law firm share profits and
responsibility equally.
3 A law clinic works on his or her own,
4 A partnership has no partners and
3 A law clinic usually handles smaller cases.
advises clients on corporate and commercial
matters and may also negotiate transactions
6 A sole practitioner and so)ve business problems.

d can have 50 or more lawyers working on

complex matters for large organisations.
e gives students an opportunity to deal with real
clients and to develop their legal skills.

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

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

a First, I'll start.........by......giving you a little information.........................Barker Rose.

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

1
8
T
H
 It is difficult to imagine going
E very long before making some
kind of agreement enforceable
by law. Whenever we buy
goods and services, we enter
into a contractual relationship.
S1 What kinds of contract
have you entered into
T recently? Make a list of
some of
the goods and services
U you have bought or used
over the past 48 hours.
D Compare your list with a
partner. Is it always
clear whether the above
Y are goods
or services? How would
you classify the
electricity you consume
every day?
O
F Reading i:
Contract law
This text deals with some of
the main features of contract
Llaw.
2 Read the first
A paragraph. What is
Wnecessary for a valid
contract to be formed?
3 Now read the whole text.
Which two remedies
following a breach of
L contract are mentioned?
Are any other options
e available in your own
jurisdiction?

a4 Read the text again and

decide whether these
statements are true (T) or
d false (F).
1 In all legal systems,
- parties must give
something of value in

i order for a contract to

be formed.
2 An offer must be met
n with a counter-offer
before a contract is
a arty to perform the
gr contract.
e 5 Assignment occurs
e when one party gives its
d. contractual rights to
3 another party.
ra
l Contract law deals with
c promises which create
o legal rights. In most legal
nt systems, a contract is
ra formed when one party
ct makes an offer that is
s accepted by the other
ar party. Some legal systems
e require more, for example
n that the parties give each
ot other, or promise to give
al each other, something of
w value. In common-law
a systems, this promise is
y known as consideration.
s In those systems, a one-
v sided promise to do
al something (e.g. a
id promise to make a gift)
. does not lead to the
4 formation of an
f enforceable contract, as it
in lacks consideration.
br
e When the contract is
a negotiated, the offer and
c acceptance must match
h, each other in order for the
th contract to be binding.
e This means that one
c party must accept exactly
o what the other party has
ur offered. If the offer and
t acceptance do not match
wi each other, then the law
ll says that the second
al party has made a
w counter-offer (that is, a
a new offer to the first party
y which then may be
s accepted or rejected).
fo For there to be a valid
rc contract, the parties must
e agree on the essential
th terms. These include the
e price and the subject
p
matter of the contract.
Contracts may be m
ade in writing or by b
spoken words. If the r
parties make a e
contract by spoken a
words, it is called c
an oral contract. In h
some jurisdictions, i
certain special n
types of contracts g
must be in writing or
they are not valid p
(e.g. the sale of a
land). r
t
Contracts give both
y
parties rights and
obligations. Rights
i
are something
n
positive which a
party wants to get
c
from a contract (e.g.
o
the right to payment
m
of money).
p
Obligations are
e
something which a
n
party has to do or
s
give up to get those
a
rights (e.g. the
t
obligation to do
i
work).
o
When a party does n
not do what it is .
required to do
under a contract, O
that party is said to t
have breached the h
contract. The other e
party may file a r
lawsuit against the
breaching party r
for breach of e
contract. The non- m
breaching party e
(sometimes called d
the injured party) i
may try to get a e
court to award s
damages for the
breach. Damages i
refers to money n
which the court c
orders the l
breaching party to u
pay to the non- d
 e specific nt
performance, ra
where a court ct
orders the te
breaching party to r
perform the m
contract (that is, to s
do what it promised
to do). 1 U
s
A party may want to
u
transfer its rights a
under a contract to ll
another party. This y
is called an ,
assignment. When c
o
a party assigns n
('gives') its rights tr
under the contract a
to another party, c
the assigning party t
is called the o
assignor and the c
party who gets the c
rights is called the u
assignee. r
s
w
5 Complete these h
sentences using the e
words in the box. n
a
bre n
ac o
ff
h
e
co r
unt i
er- s
off a
c
er
c
da e
ma p
ge t
s e
d
for .
ma 2 A
tio
n n
obl e
w
iga
tio o
ns ff
ora e
r
l m
co a
 de by one party to 1 a
another party is n
called a o
ff
3 The e
r
price
2 a
and
the c
subje o
ct n
matte tr
r of a a
contr c
act t
are —
the —
esse ^
ntial ........................ _
3 d
contr
a
act.
m
4 A contract
a
which is not in
g
written form but
e
has been
s
expressed in
4 a
spoken words
is called an..............................................
l
5 Under a
a
contract, a party
w
has (that is,
s
certain things
u
it has to do).
it
6 When a party
does not do 7
what it has W
promised to do hi
c
under a h
contract, it can ot
be sued for............................................
h
contract. e
7 A court can r
v
award........................................................
e
breaching party. r
6 Match the verbs in b
the box with the -
nouns they go with in n
the text. o
u
accept award n
c
breach enforce
ol
file form make lo
negotiate c
perform reject at
io
ns are possible with
the words in Exercise
6?

U
ni
t 2 Contract law
8 With a partner, take turns to look at each of the verbs in the box in Exercise 6
and discuss whether the following subjects can carry out the action in question:
1 a party 2 the parties 3 the court 4 a lawyer
EXAMPLE: Well, a party accepts an offer, and a Lawyer can accept an offer, too.
But I don't think: yow can say that a court accepts an offer.

Reading 2: Remedies for breach of contract

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

REMEDIES FOR BREACH OF CONTRACT

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

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

Listening 1: Asking for clarification and giving

explanations
11 ^62.1 Listen to the first part of a short conversation between two law students, who
are discussing the law textbook excerpt in Exercise 9. What is the first student
confused about?
12 ^2.1 Listen again and tick (/) the expressions the student uses to ask for
clarification.

1 What does that mean? □

2 Sorry, I don't follow you. □
3 I don't understand that. □
4 I don't know what that word means. Q
5 That doesn't make sense to me. O
6 I don't get it. □
13 How would you explain to the student what the term damages means and how
it differs from the word damage? Discuss this with a partner.
14 4 J 2.2 Listen to the second part of the dialogue and compare your answer with
what the second student in the dialogue says.
15 ^$2.2 Listen again and tick (/) the expressions the second student uses
for
giving an explanation.
1 Well, it's quite straightforward. □
2 Allow me to clarify. □
3 Let me explain. □
4 What this word means is ... □
5 It's like this. □
6 In other words, ... □
16 Which of the expressions in Exercise 15 is the most formal? When would you
use this more formal way of giving an explanation?

Speaking i: Terminology
17 With a partner, take turns choosing and explaining one of these terms in your
own words. Can you guess which word your partner is defining?
C damages C specific performance 0 restitution
C assignor C assignee C the breaching party
0 the non-breaching party ^ the injured party 0 remedy

Listening 2: Contract law lecture

18 <iz2.3 Listen to the beginning of a lecture on contract law. What is the general
subject of the lecture?
19 4 J2.4 Listen to the whole lecture and answer these questions.

1 Which of these terms does the speaker mention?

agreement Q counter-offer □
consideration O acceptance O
negotiation □ remedy Q offer
□
2 What topic will the lecturer talk about next time?
20 4z2.4 Listen again and complete this excerpt from a student's lecture notes by
writing one word in each space.

Introductory Icctufrz on Contract Formation

■ Three requirements for formation:
D ........................
X) .................................
3) intention to create....................................relations
■ Agreement: wnen H)...................................become a settled deal
■ wken an offer is made and 5)....................................... , there is agreement.
• ojwzstions about offers: ca,. tuk) makes an offer in an auction? Is a 6) list an
offer? Is an advertisement an offer? ...
• Questions about a.cc&piojnc&: does acceptance Wave to be
7).................................. ? Accept by g)..................................... ?
• Consideration basically means tWc 1) .................................... If t'nere is no
consideration, tne contract is not legally 10).........................................
• Next week's lecture will cover rules of 11)........................................
Speaking 2: Summarising the lecture
21 A fellow student missed the introductory lecture on contract formation and has asked you to explain
the most important points to him. Taking turns with a partner, explain in your own words what the
lecturer said about the following topics. If you don't understand something, ask for clarification. When
your partner has finished explaining, say whether your partner has left something out or whether you
understand it differently.
O agreement: what it is and when it occurs 0 questions about acceptance
C questions about offers 0 consideration: what it is

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

Reading 3: Contract clause

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

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

23 Complete these lists of obligations using your own words. How are the obligations expressed in the
actual contract clause?
Buyer must:
1..........................................................................................................................................
2 ................................................................................................................................
3 ................................................................................................................................
Seller must:
4 ............................................................................................................................
24 Discuss with a partner what can go wrong in connection with a clause like the one in
Exercise 22. What might the consequences be?
Listening 3: Conditions and warranties
25 ^c2.5 You are going to hear a conversation between a lawyer (Mr Dawe) and
his client (Mr McKendrick, Director of Export Threads, the seller referred to in the
contract extract in Exercise 22). Listen to them discussing the case and answer
these questions.
1 What is the name of the buyer in this dispute?
2 Why does Export Threads want to terminate the contract?
3 Does a breach of contract automatically allow one party to terminate
the agreement?
4 Does the lawyer think that Export Threads has a strong case?
5 What legal grounds might Export Threads have for terminating the contract?

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

reliance n. the act of relying; taking action as a

result of another person's promises or
assurances. Compensation may be available for
losses incurred by a claimant resulting from
such reliance (reliance damages).

reliance /n'laians/ noun [U] when

you depend on or trust in
something or someone: The
region's reliance on tourism is
unwise. You place too much
reliance on her ideas and
expertise.

a The Cambridge Advanced Learner's Dictionary

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

Unit 2 Contract law

Language use: can I could I may I might
In his conversation with his client, Mr Dawe talks about a number of possibilities, for
example the possibility that Drexler might sue him for breach of contract.
There are several ways to talk about possibilities in English:
0 can / could (but not may/ might) are used to say something is generally
possible:
/ really don't see how they can / could sue us. (= I don't see how it is / would be
possible for them to sue us.)
/ really don't see how they may / might sue uo.
0 may / might / could (but not can) are used to talk about the chance that
something will happen or is happening:
They may / might / could sue you. (= It is possible they will sue you.)
They can sue you.
0 may not/ might not (but not could not) are used to talk about a negative
possibility in the future:
Drexler are saying that we are unreasonably refusing delivery, but I guess if we
make our side clear, then they might not take any action against us? (= It is
possible they won't take action.)
C In the above example, using could not would change the meaning from
possibility to ability:
Drexler are saying that we are unreasonably refusing delivery, but I guess if we
make our side clear, then they couldn't take any action against us? (= They
would not be able to take action.)

28 Rewrite these sentences using a suitable form of can, could, mayor might.
1 I don't see how it is possible for them to sue us.
.L.4fiK)'L.^^Jj^™fe^...^^.../.i^Mr.^.&„l*^................................................
2 If we offer a generous out-of-court settlement, it is possible that they will
not sue us.
If......................................................................................................................
3 You shouldn't breach the contract. It is possible they will sue you.
They..................................................................................................................
4 If you can assure us that such a breach will not happen again, then it is
possible that we won't take any further action.
If .........................................................................................

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

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

Subject: The termination of your contract with Drexler Inc.

Dear Mr McKendrick

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

With kind regards

Charles Dawe

j |

30 The email in Exercise 29 follows a standard pattern for an email of advice from a
lawyer to a client. Match each paragraph (1-5) with its correct label (a-e).
a Opening paragraph
b The lawyer's proposed action
c The lawyer's advice
d Summary of the facts
e The legal issue(s)

Unit 2 Contract law

31 During this course, you will be asked to write several letters and emails of advice.
Read through the email in Exercise 29 and highlight any phrases that would be
useful in your own legal correspondence. EXAMPLES: TVieuik UJOIA -for coming to
see me on 30 May when we discussed, ...

Writing: Email of advice

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

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

!l»
Now turn to Case Study 1: Contract law on page 118.
Language Focus
2 Prepositions Complete the following sentences about contract law using the
prepositions in the box.

against for for in mte to to under

1 Word formation Complete this table.

1 An individual or a business may enter..........into........a contract.

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

3 Tort law
THE STUDY OF LAW Lead-
in
The word fort is usually unfamiliar to learners of English. As with other legal English terms,
many native speakers of English who do not work in the law would not know the word either.
What do you think it means?
1 a The area of tort law covers a wide range of cases. Match these case
descriptions (1-3) with the case names (a-c).
1 A civil case for wrongful death which followed an unsuccessful criminal
prosecution for murder
2 An urban legend about a woman who sued a company for damages because the
instruction manual for her microwave oven gave no warning against the way she
used it
1 A 1994 case in which $2.7m in damages were awarded
a Liebeck v. McDonald's Restaurants b The
People v. OJ Simpson c Hubbard v.
Speedicook
b What do these cases have in common?
2 Complete the definition below using the words in the box.

act damages harm party

Tort: a wrongful 1)................................that causes 2)..................................to

another person for which the injured 3).................................may request
4)..................................

Reading i: Tort law

3 Read the text on page 29 on tort law and answer these questions.
1 According to the text, what are the two main objectives of tort law?
1 An injured party can sue for damages or for an injunction. According to the text,
what types of loss can be compensated by an award for damages?
2 What does the term injunction mean? Use the Glossary if necessary.
3 A manufacturer produces a dangerous toy train. What category of tort is this?
4 Match the adjectives (1-6) with the nouns (a-f) they collocate with in the text.
1 civil a damages
2 contractual b wrong
3 injured c misrepresentation
4 fraudulent d party
5 medical e relations
6 monetary f expenses
 A tort is a civil wrong that can be remedied by awarding damages (other
remedies may also be available). These civil wrongs result in harm to a
person or property that forms the basis of a claim by the injured party. The
harm can be physical, emotional or financial. Examples of torts include
medical negligence, negligent damage to private property and negligent
misstatements causing financial loss.
There are many specific torts, such as trespass, assault and negligence.
Business torts include fraudulent misrepresentation, interference in
contractual relations and unfair business practices.
Torts fall into three general categories: intentional torts (e.g. unfair
competition), negligent torts (e.g. causing an accident by failing to obey
traffic rules) and strict liability torts (e.g. liability for making and selling
defective products).
Why some wrongs are dealt with by tort law (or the law of torts) and others
considered criminal offences is the subject of some debate. However, there
are certainly overlaps between tort law and criminal law. For example, a
defendant can be liable to compensate for assault and battery in tort and also
be punished for the criminal law offence of assault.
Differences between tort law and criminal law include: the parties involved (the state
brings an action in crime, a private individual brings an action in tort); the standard of
proof (higher in criminal law); and the outcomes (a criminal action may result in a
conviction and punishment, whereas an action in tort may result in liability on the part
of the defendant and damages awarded to the claimant1).
The primary aims of tort law are to provide relief for the harm suffered and
deter other potential tortfeasors from committing the same harms. The
injured person may sue for both an injunction to stop the tortious conduct
and for monetary damages.
Depending on the jurisdiction, the damages awarded will be either compensatory or
punitive. Compensatory damages are intended, as far as it is possible, to put the
victim in the position he or she would have been in had the tort not occurred. Punitive
damages are awarded to punish a wrongdoer. As well as compensation for damage to
property, damages may also be awarded for: loss of earnings capacity, future
expected losses, pain and suffering and reasonable medical expenses.

(US) plaintiff

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

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

Unit 3 Tort law

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

Reading 2: Case note

Law students often read or write case notes1 to prepare for classroom discussion at university. A
case note is a short summary of the most important information about a case. As such, it is a
useful study tool. The format and contents of a case note can vary, but usually it includes the
following sections: case, facts, procedural history, legal issue, ruling and reasoning.
7 Quickly read through the case note below of an important tort law case and
match the headings (1-6) in the brief with these descriptions (a-f).
a relevant point of law
b information about the parties and the case
c what the court decided
d what happened
e why the court came to that decision
f how the lower courts decided

1 CASE: Palsgrafv. The Long Island Railroad Company, 248 N.Y. 339; 162 n.e. 99; Court of Appeals of
New York [1928] ^____
2 FACTS: Plaintiff2 was standing on a platform of defendant's railroad when a train moved off
from the platform. Even though it was already moving, a passenger ran to catch the train.The
man, who was carrying a package wrapped in paper, appeared to lose his balance while trying
to board the moving train. An employee of the railroad reached out to help him.This act caused
the package in the man's arm to fall onto the rails. Unknown to the employee, the package
contained fireworks. When it fell, the fireworks exploded, causing some large equipment on the
platform to strike and injure the plaintiff.The plaintiff sued the railroad, claiming that her injury
resulted from the negligence of the employee.
3 PROCEDURAL HISTORY:The trial court found for the plaintiff. Defendants appealed, and the
appellate court affirmed the judgment.The railroad then appealed to this court.
1 LEGAL ISSUE: Did the railroad's negligence proximately cause plaintiff's injuries?
2 RULING: No.The Court of Appeals of New York reversed the decision.
4 REASONING: Negligence is not a tort unless it results in the commission of a wrong. If the
harm was not deliberate, it must be shown that the act could have been dangerous. Since in this
case the harm to the plaintiff was not wilful on the part of defendant, it had to be shown that the
act of dropping a package had the apparent possibility of danger. As there was nothing on the
outside of the package which would cause the reasonable person to believe it contained
explosives, there was no negligence. It was the explosion that was the proximate cause of
plaintiff's injuries, an act which could not have been foreseen.Therefore the railroad was neither
negligent nor the proximate cause of plaintiff's injuries.The judgment of the appellate court
was reversed.

1
(US) case briefs 2 (UK) claimant (The word plaintiff ms also used in English law until the new Civil
Procedure Rules (CPR) came into force in April 1999.)
8 Read sections 1 and 2 of the case note and answer these
questions.
1 What is the name of the case?
2 Who is the defendant?
3 Who is the claimant?
4 What is the defendant alleged to have caused?
9 Read the rest of the note and answer these questions.
1 What was the lower court ruling?
2 What happened when the case was appealed?
3 The word proximate means 'direct' or 'immediate'. What did the court
determine is the proximate cause of the injury?

Key terms i: Reporting procedural history

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

2 The person against whom an action is brought in a court of law is known as the
.......................................
3 When a case is decided in favour of a certain party, the court
.................................................................that party.
4 To bring a case before a higher court so that it can review the decision of a
lower court is to..................................a case.
5 A court which hears appeals from lower courts is called an................................
...............................or a..................................................................

6 When a court states that a judgment of a lower court is true, it 1

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

peaking i: Case discussion

With a partner, discuss the phases in the procedural history of the Palsgrafv. The
Long Island Railroad Company case and agree on a simple account of what
happened in the courts.
Discuss what you think might have happened if this case had been brought to
court in your jurisdiction.
Listening i: Frivolous lawsuits
Law students are expected to know the most important facts of a large number of cases,
as well as the legal issues involved and the procedural history of these cases.
14 You are going to hear a discussion between two law students, Maria and Fabio,
about a well-known product liability case. Maria mentions compensatory damages
and punitive damages. What is the difference between these types of damages?
Which should be the highest In a case involving serious negligence?
15 ^$3.1 Listen to the discussion and answer these questions.
1 What does Fabio mean by the words frivolous lawsuit?
2 What injury did the plaintiff suffer?
3 Why did McDonald's refuse to settle out of court?
4 How much did the court award Liebeck in compensatory damages? How
much in punitive damages?
5 How much did Liebeck finally receive in damages?
16 ^$3.1 Complete the procedural history section of this excerpt from a case note
using words you have studied so far in this unit. Listen to the discussion again
if necessary.

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

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

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

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

Speaking 2: Frivolous lawsuits

17 Discuss these questions.
1 The Liebeck v. McDonald's case inspired a journalist to create the Stella Awards,
which are awarded to 'frivolous lawsuits'. They are meant to be amusing, but they
also have a serious purpose. What do you think it might be?
2 Can you name any examples of cases from your jurisdiction which you think
might be awarded a Stella?
3 What do you think of the Liebeck v. McDonald's case? Do you think it
deserves its reputation as a frivolous case?
LAW IN PRACTICE
Lead-in
Tort law covers many legal problems, from everyday accidents to deliberate attempts to harm a
person's reputation or business interests. Because of this, tort is one of the most litigated areas of
law.

Seeking the advice of a lawyer, taking a case to court or defending yourself in a lawsuit can be
very expensive. Law clinics can provide a free alternative to consulting a lawyer in a private firm.

Reading 3: The Kent Law Clinic

18 Read the online introduction to the Kent Law Clinic and answer these questions.

1 Who does the legal work at the Kent Law Clinic?

2 Do clients have to pay for the advice given?
3 What kinds of practical skills can be learned at the law clinic?

p>f)e> CD

The Kent Law Clinic

the first in Britain to free legal advice to its clients, with all the legal work being
open a law clinic and to develop a 'clinical legal studies' done
programme as part of its undergraduate curriculum. A new by law students under the supervision of qualified lawyers.
Kent Law Clinic was established in 1992, and it offers a You deal with real clients rather than with fictional seminar
unique opportunity for law students to practise law while still problems, which means you can develop and refine your
undergraduates. Students regularly represent clients in a legal skills and learn other practical skills, such as
wide range of tribunals and have, in recent years, interviewing, negotiating and advocacy. Equally importantly,
successfully assisted litigants-in-person1.in the Court of you have the opportunity to experience the actual (rather
Appeal. The clinic offers than the theoretical) way the law and the

19 Find words or phrases in the text to match these definitions. (US) pro se

1 A court or assembly with judicial (or quasi-judicial) functions

2 Someone who represents himself or herself without a lawyer in a court
3 When a lawyer acts on someone's behalf during proceedings

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

isteninq 2: Student lawyer-client interview

ck, a student lawyer, has decided to join his university's law clinic, and is about to conduct 1 first
lawyer-client interview.

4 c 3.2 Listen to the first part of the interview and answer these questions.

1 What kind of product is at the centre of this dispute?

2 What was wrong with the product?
3 Why did Carmecom refuse to replace the product?
4 What options do you think Charles had after Carmecom had refused to replace the
product? What would you have done in this situation?

Unit 3 Tort law ( 33

22 ^$3.3 Listen to the second part of the interview and answer these questions.
1 What did Charles threaten to do?
2 What did Charles do when he left the shop?
3 What did the letter that Charles received say?

Language use: Asking for information

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

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

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

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

25 Put these words in the correct order to form questions that Charles might ask Nick.
1 If / to / retraction, / have / I / sign / go / the / court? / don't / will / to / I
2 How / think / long / do / last? / would / you / a / trial
3 What / winning? / chances /would / of / my / be
4 Would / anything / have / defence? / to / pay / I / for / my
5 What / consequences / are / the / case? / lose / if / I / the
6 Do / computer? / me / chance / getting / think / you / is / a / of / there / a / new
 Text analysis: Initial lawyer-client interview
To conduct an effective initial lawyer-client interview, a lawyer must:

C put a client at ease listen to what the client has to say

explain things clearly
O
find out what action the client wants to take, not take decisions for the client
tell the client what has to be done next.
c
c A lawyer should not assume that he or she has all of the information needed from a first
meeting. The WASP approach to planning, structuring and carrying out an interview helps
ensure that nothing is left out. WASP is an acronym for:
p Welcome the client
ft Acquire information
fe Supply information and advise
C Part
26 This table gives some advice about conducting a WASP interview. Complete it using
the points below (a-l).
1 Welcome 2 Acquire information 3 Supply information 4 Part
and advise
• Meet, greet and seat • Use open questions • Consider the merits • Confirm that your
your client. to encourage your of the case. client wishes you to
client to tell you act for him/her.
everything in his/her
own words.

a Explain what action must be taken.

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

Unit 3 Tort law

Reading 4: Letter threatening legal action
29 Read the letter that Charles received from Carmecom and answer these questions.
1 What do you think defamatory means?
2 What must Charles do in order to avoid legal action?

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

LX Lett
Eastwood, Lott and McCarthy Solicitors

30 Read the letter again and find any information that Charles did not give Nick during the interview.
31 Once Nick has read the letter, what questions would he need to ask to find out:

1 exactly what happened?

2 what action Charles now wants to take?
Key terms 2: Defamation
32 If Charles does not sign the retraction, there is a chance that Carmecom might sue
him for defamation. Complete the explanation of the tort of defamation using the
words in the box.

libel slander statement tort

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

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

Speaking 3: Lawyer-client interview

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

riting: Reply to a demand letter defending or

denying the allegations made
35 Put the elements of a reply to a demand letter (a-e) into the order in which you
would expect to see them. Note that this letter also includes a counter-demand.
a Reference to the claims made by the other side:
alleged ... / allegations made by ...
b What you want the other side to do and the consequences if these demands are
ignored (this would only be included if you decide to make a counter-demand,
e.g. for your client to be refunded the money for his laptop): We look forward to
receiving ... by... ... failing which, we will...
c Explanation of your role in the case:
We write to advise that we ... ... has
been referred to us.
d Reference to the case or client in question:
Re:...
e Your client's defence to the claim or denial of the allegations made:
Our client denies / accepts / refutes / contends ...
Decide on the best defence for Charles and write a reply to Carmecom's
iemand letter using the guidelines in Exercise 35.

Unit 3 Tort law

 Language Focus

1 Word formation Complete these tables by filling in the correct noun and adjective
forms of the verbs listed.
verb noun noun adjective
misrepresent misrepresentation negligence
interfere liability
settle intention
injure compensation
sue procedure
award reason
rule appeal

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

affirmed appealed awarded found for found that reversed sued

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

FACTS: Kinney rented a car that had a defective trunk1. He and a friend were standing on
the street, trying to get the parked car's trunk shut, when someone named Maldonado
crashed his car into Ventriceili.
PROCEDURAL HISTORY: Ventriceili 1).....«^.........Kinney for negligence.The Trial Court
2)..................Ventriceili and 3)...................him $550K. Kinney 4).....................The Appellate
Court 5)..................and dismissed the case. Ventriceili appealed.The New York Supreme
Court 6)..................the Appellate Court and dismissed the case.The New York Supreme
Court 7).................., while Kinney's negligence was a cause of the accident, it was not the
proximate cause.

1
(UK) boot

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

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

3
 Criminal law

THE STUDY OF LAW

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

armed robbery arson assault battery bribery burglary domestic violence

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

2 Crimes which are typically committed by office employees and salaried

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

Reading 1: Criminal law

3 Read the text on page 40 and answer these questions.
1 How do criminal law cases and civil law cases differ in the way they are
initiated?
2 Name the four most common categories of criminal offence.
3 In what way is the standard of proof different for criminal and civil cases?
4 What is the difference between a felony and a misdemeanour? Does your
jurisdiction make such a distinction?
4 Match the verbs (1-6) with the nouns they collocate with in the text (a-f).
1 commit a
2 resolve b
3 bring c
4 render d
5 sentence e
6 suspend f
a suit an offender a
verdict a crime a
sentence a dispute
Look at each of the verb-noun pairs in Exercise 4 and, with a partner, take turns
to discuss who typically carries out each of the actions: an offender, a victim, a
lawyer, the court or a judge. For each collocation there is more than one possible
answer.
Footnote 2 on page 40 refers to the OJ Simpson case, which is an example of an
event which gave rise to both a crime and a tort. What is the difference between
a crime and a tort?
 Criminal law, sometimes (although rarely) called penal law, involves the
prosecution by the state of a person for an act that has been classified as a crime.
This contrasts with civil law, which involves private individuals and organisations
seeking to resolve legal disputes. Prosecutions are initiated by the state through a
prosecutor, while in a civil case the victim brings the suit. Some jurisdictions also
allow private criminal prosecutions.
Depending on the offence and the jurisdiction, various punishments are available to
the courts to punish an offender (see Exercise 12). A court may sentence an
offender to execution, corporal punishment or loss of liberty (imprisonment or
incarceration); suspend the sentence; impose a fine; put the offender under
government supervision through parole or probation; or place them on a
community service order.
Criminal law commonly proscribes - that is, it prohibits - several categories of
offences: offences against the person (e.g. assault), offences against property (e.g.
burglary), public-order crimes (e.g. prostitution) and business, or corporate,
crimes (e.g. insider dealing).
Most crimes (with the exception of strict liability crimes such as statutory rape1
and certain traffic offences) are characterised by two elements: a criminal act
(actus reus) and criminal intent (mens rea). To secure a conviction, prosecutors
must prove that both actus reus and mens rea were present when a particular
crime was committed.
In criminal cases, the burden of proof is often on the prosecutor to persuade the
trier (whether judge or jury) that the accused is guilty beyond a reasonable
doubt of every element of the crime charged. If the prosecutor fails to prove this, a
verdict of not guilty is rendered. This standard of proof contrasts with civil cases,
where the claimant generally needs to show a defendant is liable on the balance
of probabilities (more than 50% probable). In the USA, this is referred to as the
preponderance of the evidence.
Some jurisdictions distinguish between felonies (more serious offences, such as
rape) and misdemeanours (less serious offences, such as petty theft). It is also
worth noting that the same incident may sometimes lead to both a criminal
prosecution and an action in tort.2

1
In many jurisdictions, it is illegal for anyone to have sexual intercourse with a minor. This is a strict
liability crime: the offender will still be guilty of a crime even if he or she believed the partner was of
legal, consenting age.
2
The OJ Simpson case, for instance, is a famous example of this. This case is dealt with in Exercise 11,
7 Complete the extract below from a law textbook by using the 3)..............................in
verbs in the box and check your answer to Exercise 6. priso
are tried is brought is committed is committed is fined n or
is punished is put is resolved was caused 4).............................a
sum
of
mon
A crime is a wrong which 1)...............................against
ey.
society. The wrongdoer 2)................................: he or
A
she
 tort, on the other hand, is a wrong which o
f
5)..............................against an individual. The injured
the
party mai
can sue the wrongdoer and receive damages from n
the court. Criminal sanctions exist to make society ver
safer and to keep people from committing certain b. ^
Us
acts. Tort remedies exist to make the injured party uall
whole again for the harm which y,
6)..............................by the wrongdoer. the
A key difference between the two is that a crime ag
ent
requires a criminal intent (mens rea), whereas a tort
is
can result without intent to cause harm on the not
wrongdoer's part. na
Crimes 7)..............................in the criminal courts. An me
d in
action
a
8)..............................by a governmental body against the pas
wrongdoer. A tort, conversely, 9)................................in siv
the e
sen
civil courts; the injured party brings an action
ten
against the wrongdoer. ce.
If
the
ag
8 Give a short presentation on the main differences between a ent
crime and a tort. is
Include these points: the parties, the outcomes, the terminology name
and procedure d, it
and the standard of proof. Refer to your own jurisdiction in your is
presentation. often
expre
Language use i: Passive ssed
in a
constructions phras
e
9 The textbook excerpt above contains several examples of
begin
passive verb
ning
constructions. Why do you think the passive voice is used in
with
these sentences?
the
In which of the examples above is the agent of the action (the
prepo
subject which
sition
carries out the action) named?
3)..................................
10 Complete these rules for forming passive constructions:

v_ The passive consists of two verb forms. The first is a form of

the auxiliary
verb 1).................................. The second is the 2)..................................
Unit 4 Criminal law
42 11 Complete this description of the procedural history of the
OJ Simpson case using the passive forms of the verbs in
brackets. Because a procedural history describes what
happened in a case, all of the verbs will be in the past
simple passive.
1 In 1994, the former American football star and actor OJ Simpson
..............................(charge) with the murder of his ex-wife Nicole Brown
Simpson and her friend, Ronald Goldman.
2 He................................(try) in criminal court tor murder. After a lengthy
and
highly publicised trial, he................................(acquit) the following year.
3 However, in a subsequent civil action in 1997, Simpson..................................
(find) liable for the wrongful death of Goldman and................................
(sentence) to pay $33.5 million in damages.

Key terms 1: Punishments

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

13 Discuss the punishments listed in Exercise 12 with a

partner. Which are the
most effective? Which are the least effective? Give
reasons for your answers.

Listening i: White-collar crime in the 21st

century
You are going to hear a law professor being interviewed on a
university radio station programme. Professor Dohn Poulos is a
f at the University of California Davis School of Law. After practising
a law in California, he introduced the law school's first course on
c white-collar crime.
u
14 ^$ 4.1 Listen to the interview. Does Professor Poulos think
l
that white-collar crime is less serious than, as serious as
t
or more serious than violent street crime?
y
15 4c4.1 Listen again and decide whether these statements
m are true (T) or false (F), according to the professor.
e
1 New technology has led to a decrease in white-collar crime.
m
2 Street crime is generally punished more harshly than white-collar crime.
b
1 Increasingly, white-collar crime is committed by
e
employees high up in the corporate hierarchy.
r
3 The number of people who are victims of white-collar crime is significant.
4 White-collar crime has had little effect on the US economy.

Language use 2: Talking about cause 4 Whit

e-collar
and effect crime
has
16 4i 4.1 In the interview, Professor Poulos talks about changes in
impacts
white-collar
young
crime and the effect of white-collar crime on society. Listen
men.
again and complete
5 Frau
these extracts.
d has a
1 The internationalisation of the economy................................... big
opportunities for white-collar crime. impact
2 While violent crime frequently..................................the one to
victims of that a rise
crime, it is usually fairly limited. in gun
3 But when you have a savings and loans scandal, as we've crime.
seen in the
past, or an Enron scandal, those crimes................................... Spea
people.
4 Enron.................................large, large numbers of people. king
5 The other is the sheer mass of injuries inflicted on
investors in cases like Enron, which the system of
1:
investing in the USA. White
6 Part of the slow recovery of the economy...................................
crime on the investment environment. -collar
17 Match the two halves of the sentences.
crime
18 Discuss
1 Rising poverty in US cities has led a an impact on the
these
whole economy.
questio
2 Anti-social behaviour adversely b older people, as they
ns with
sometimes lose
a
their life savings.
partner.
3 Knife crime mostly c affects the
As
communities we live in.
much
 as possible, make use of the
expressions in Exercise 16.
1 How serious do you think white-collar crime is? What do you
think are the most important effects of white-collar crime on
society?
2 Should people who commit business crimes be punished in
the same way as people who commit other crimes?
3 Have there been any well-publicised cases of
corporate crime in your jurisdiction?

Reading 2: White-collar crime:

insider dealing and market abuse
One type of white-collar crime is insider dealing (also known as
insider trading). It refers to the act of trading in securities by people
who have confidential information about a company's finances or
operations. The article on the next page deals with the first case to be
tried under the Financial Services and Markets Act, a UK Act of
Parliament which created a new regulatory body for the financial
services industry.
Unit 4 Criminal law
19 Read through the article below quickly and answer these questions.

1 What is the profession of the appellant?

2 Which crime was he found guilty of?
3 What did he know about the company in question?
4 How much profit did the appellant make on the sale of the shares?

FSA fines auditor for market abuse

The Financial Services and Markets Tribunal has upheld the responsibility for elements of Delta's audit in
a Financial Services Authority (FSA) case against Mr September 2002, he remained on the audit team
Arif Mohammed, a former Pricewaterhouse Coopers assigned to Delta throughout the period leading up to
(PwC) audit manager, who was fined £10,000 for the disposal announcement. In particular, Mr
committing market abuse. This is the first f me the Mohammed remained responsible for planning staff
market abuse provisions in the Financial Services and to work on Delta and had reason to know about the
Markets Act 2000 (FSMA) have been the subject of a sale's progress because of its impact on resource
Tribunal decision. planning.
Mr Mohammed bought shares in Delta pic, a London At the end of November 2002, Mr Mohammed was
Stock Exchange listed electrical and engineering aware that the sale process was ongoing and was
services company, based on his knowledge that the getting close to agreement. Based on this informaton,
company intended to sell its electrical division. Mr he purchased 15,000 shares in Delta on 29
Mohammed became aware of this confidential November 2002 at 80p each. Delta announced "he
information because Delta's electrical division was an disposal on 9 December 2002, and Mr Mohammed
audit client of PwC, and Mr Mohammed worked on the sold his shares the following day at 105p each,
company's audit. making a profit of £3,750.
In July 2002, Mr Mohammed first became aware of The Tribunal held that the information Mr
the proposed sale of Delta's electrical division. He was Mohammed had about the proposed deal was
told that this information was confidential and not to be sufficient and precise enough to be considered as
discussed with company officials. Although Mr relevant information according to the market abuse
Mohammed began handing over provisions.

20 Read the article again, and decide whether these statements are true (T) or
false (F). If a statement is false, correct it.

1 The case was heard before the European Court of Justice.

2 Mr Mohammed was sentenced to imprisonment for his crime.
3 The defendant was not at all responsible for the audit of the company.
4 He knew about the progress of the planned sale.

21 Find words in the text that mean the same as these underlined words.

1 secret information
2 to buy shares
3 suggested deal
4 the Tribunal decided
5 market aouse laws

22 What do you think can be done to prevent cases of market abuse (like the one
described above) from occurring?
LAW IN PRACTICE
Lead-in
Crimes involving identity theft are becoming increasingly common. Many people think nothing of
giving away personal information, and this can be abused by criminals. Lawyers can help clients
who may be at risk of identity theft by placing a fraud alert on their credit file, closing bank
accounts, filing a police report and checking for more instances of fraud.
23 a Discuss these questions in small groups.
1 How would you define identity theft?
2 What examples of identity theft can you think of?
b Compare your ideas with this definition given by the Identity Theft Resource Center.

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

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

Key terms 2: Identity theft

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

I dumpster diving
h devices first came to public attention when it was reported that restaurant employees had been them to
record information when processing cards. Restaurant patrons were advised by anti-campaigners not to
let their credit cards be taken away from the table. Cards are now commonly d in front of diners using
wireless devices.
Unit 4 Criminal law
 Listening 2: Podcasts
The Internet provides a lot of useful information for legal practitioners who need to keep up
to date with developments in the law. Specialist blogs are one example of constantly
updated sources of information, and there are many law-related podcasts that can be
downloaded onto an mp3 player and listened to during those spare minutes between
appointments. See www.podcast.net for a comprehensive list of audio and video podcasts.
26 ^c4.2^».5 Listen to four short clips taken from law-related podcasts. Which of the
common kinds of identity theft described in Exercise 24 is being described in
each?
27 ^4.6,4.7 Listen to the full versions of podcasts 1 and 2 and answer these
questions.
1 Why might a victim of identity theft not realise that they have been targeted?
2 What must potential creditors do when you have placed a fraud alert on your
credit report?
3 Phishing can involve sending email to a person in order to get them to reveal
personal information. What other example of phishing is given?
4 Why may banks refuse to compensate people a second time for losses
caused due to phishing?
5 How are banks contributing to the problem of phishing?
28 ^4.8,4.9 Listen to the full versions of podcasts 3 and 4 and answer these
questions.
1 The stolen laptop contained information on how many Hewlett Packard
employees?
a 196,000
b 19,600 c
1,960
2 Why might the stolen information be inaccessible?
a It is impossible to extract the data.
b The thieves do not have the encryption key. c
The encryption key can no longer be used.
3 According to the survey, how many bins contained both a bank account
number and associated sort code?
a one in five
b 72%
c two in five
4 How many Americans have been the victims of identity theft?
a 99.9 million
b 19.9 million c
9.9 million

Speaking 2: Short presentation

The senior partner at your law firm has asked you to prepare a short presentation on some
of the most common forms of identity theft. She is particularly interested in what the firm
could do to reduce the risks to its staff and customers, and would also like to be prepared
for the kinds of questions, concerns and legal problems the firm's clients might have.
29 Prepare a short presentation on the subject of identity theft, using the
information in this unit and the format outlined in Unit 1 (page 15).

4M
Language use 3: Giving advice and expres
sing obligation further
inform
Lawyers frequently need to give advice and to tell their clients about ation
obligations imposed by the law. within
30 Read the transcript for audio 4.6 (page 128) and find examples of 15
the of language of advice and of obligation. days
of
31 Read the information in the box below and complete the notes on receivi
the use of must and have to in the negative. ng
your
Giving advice
Identit
Should is often used to give advice:
y
You should then review your credit reports carefully.
Theft
Expressing obligation Repor
Must and have to are used to express obligation. In statements about t.
obligation with must, the obligation is usually one that the speaker 5
imposes on him/ herself. Have to is often used to refer to an external
obligation (e.g. a law, regulation or order from another person). Victims
Compare these two sentences: / really must do something to protect of
myself against identity theft. We now have to shred all documents identity
before throwing them away. theft

Must can generally be replaced by have to: monitor

... potential creditors must/ have to use what the law refers to as ... financial
Must and have to are used differently in the negative form. You must records
attend the for
meeting has the same meaning as You have to attend the meeting. sever
However, al
compare the meanings of these two sentences: month
You mustn't attend the meeting. s after
You don't have to attend the meeting. they
discov
You 1)................................attend the meeting implies an absence of
er the
obligation.
crime.
You may attend the meeting if you wish, but it is not compulsory.
6
You 2)................................attend the meeting implies that you are ...................................
prohibited Memo
from attending the meeting (e.g. confidential information will be rise
discussed that those present do not wish you to know). your
passw
32 Decide whether these sentences are giving advice or expressing ords
obligation. Complete them using should, must or have to. and
Remember, in some cases more than one answer may be possible. perso
1 To register as a victim of identity theft, you nal
obtain a identifi
registration application packet from the Department of Justice. cation
2 Those convicted of aggravated identity theft..................................serve an numb
additional mandatory two-year prison term. ers
3 We believe that banking organisations (PINs)
provide their so you
customers with better information about how to prevent identity do not
theft. ...................................
4 Credit reporting companies..................................make any them
requests for down.
Unit 4 Criminal law
Speaking 3: Role-play: advising a client
33 Discuss the four cases below with a partner. Take it in turns to play the roles
of the lawyer and the client.
Lawyer
When playing the role of the lawyer, take detailed notes and ask any further
questions necessary using the WASP technique outlined in Unit 3. Advise your
client using the language of giving advice and expressing obligation.
FOR EXAMPLE: You should check your credit-card, statements as soon as yow
receive them. If you see any purchases you didWt make, you should, challenge
them immediately.
Client
When playing the role of the client, respond to the questions posed by the lawyer
as best you can, inventing any details when necessary. Do not give all of the
information at once.
1 You have just been forwarded several pieces of mail from a previous address.
The mail includes a bill, a series of reminders and follow-up letters demanding
payment for a car that you did not purchase. The most recent letter is from a
lawyer representing the company from which the car was bought. He is
threatening you with legal action.
2 Last week, your credit card was refused, although you had not used it for
several months and had no outstanding debts. When you called the credit-
card company, they said that the card had been used for a series of online
transactions two months ago and that you are now over your limit. You have
not received a statement for three months.
3 You have recently begun a small business employing four administrative
personnel. You are concerned about the rising level of crime involving identity
fraud, and wish to develop a comprehensive policy to reduce the risk to your
staff and customers.
4 You are the CEO of a major international company. Last night, your head of
customer security attended a leaving party for a colleague before travelling
home on the train. When he woke up this morning, he realised that he had
left his laptop somewhere between the office and home.

Writing: Letter of advice

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

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

against fef of of on on on to

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

THE STUDY OF LAW

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

Reading i: Company law

50 2 a Read the text below and decide whether these statements are true (T) or false
(F).
1 2 Company members are generally not personally responsible for the money
U owed by the company.
n
d 3 A certificate of incorporation is issued when the proper documents for
e company formation have been filed.
r 4 The memorandum of association of a company contains regulations relating to
t the internal affairs of a company.
h
e b What are the main differences between a sole proprietor, a partnership and a
publicly listed company? Use the Glossary if necessary.
l
a
1
w Company law is the law which deals with the creation and regulation of business
, entities. The most common forms of business entity are companies
a and partnerships.

c A company2 is a group of people which is treated as a legal person, with a

o separate identity from its shareholding members. It can own property, enter into
m contracts, sue others and be sued. This contrasts with a partnership, which is not
p
considered to be a legal person and is not able to own property in its own name.
a
n Because of the limited liability of the members of a company for its debts, as well as
y its separate personality and tax treatment, the company has become the most
a popular form of business entity in most countries in the world.
n
d
1
(US) corporation(s) law or corporate law 2 (US) corporation
it
s
m
e
m
b
e
r
s
a
r
e

d
i
s
ti
n
c
t
l
e
g
a
l
p
e
r
s
o
n
a
li
ti
e
s
.
 Companies have an inherent flexibility which can let them grow; there is no
legal reason why a company initially formed by a sole proprietor cannot
eventually grow to be a publicly listed company, but a partnership will
generally have a limited number of partners.
A company has shareholders (those who invest money in it and get shares in
return), a board of directors (people who manage the affairs of the company)
and creditors (those to whom the company owes money). Company law deals
with the relationships between companies and their shareholders, creditors,
regulators and third parties.
The process of registering a company is known as company formation.1
Companies can be created by individuals, specialised agents, attorneys or
accountants. Today, the majority of companies formed in the UK and the USA
are formed electronically. In the UK, a certificate of incorporation is issued
once the company's constitutional documents and statutory forms have
been filed.2
The constitution of a company consists of two documents. The memorandum
of association3 states the principal object of the company. The second
document, the articles of association,4 regulates the company's internal
management and administrative affairs, including matters such as the rights
and obligations of shareholders and directors, conduct of meetings and
corporate contracts.

1
also company registration (UK) and incorporation (US)
2
(US) generally no official certificate is issued
3
(US) articles of incorporation or certificate of incorporation (US)
4
(US) bylaws

Key terms i: Who does what in company law

3 Complete the sentences below dealing with company law using the verbs in the
box.

enter into has invests is makes manages monitor owes own

owns serves on sue

1 A legal person.................................rights and duties under the law just like a

natural person.
2 The board of directors.................................the affairs of the company and
...............................company policy.
3 A company can................................property,.................................contracts
and................................other persons.
4 A shareholder................................money by buying shares in a company.
5 A company director................................the governing board of a corporation.
6 A creditor of a company is a person or entity to whom the company a debt.
7 Regulators................................the activities of companies to ensure that
they comply with the law.
8 A sole proprietor.................................a company and..................................
personally liable for its debts.

Unit 5 Company law ( 5^

Reading 2: Course in company law
4 Read the outline of an undergraduate course in company law and tick the topics
that are mentioned.
1 formation of a company in accordance with regulations
2 the development of company legislation over time □
3 a company's dealings with other entities and institutions □
4 financing a company's operations □
5 the process of joining together two companies
6 increasing company profits □
7 dissolving a company □

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

5 Match the terms and phrases from the text (1-6) with their definitions (a-f).
1 inter alia a raising money to pay for a business or business idea
2 funding b responsibilities of leading company officers
3 winding up c among other things
4 business vehicle d type of company organisation
5 directors' duties e process of bringing a company to an end
6 memorandum and articles f documents governing external and internal relations of a
company
6 Find words that collocate with corporate in the text above and in the summary text
(Reading 1, pages 50-51). Look up the meanings of the ones you don't know in the
Glossary or a dictionary. Do you know any other collocations with corporate?
6 What do similar courses in your country typically include? Discuss with a partner.
Listening i: Lecture on company law
You are going to hear an introductory lecture on company law at an American university.
8 a ^:5.i Listen to the first part of the lecture and say whether the professor
is discussing the advantages of corporations, the disadvantages of
corporations or both.
b "4 c5.1 Listen again and answer these questions.
1 According to the speaker, what is the most important advantage of a
corporation?
2 Which significant disadvantage does she mention?
3 How can double taxation be avoided?
9 a ^65.2 Listen to the second part of the lecture. How many advantages and
disadvantages does the professor mention?
b *^5.2 Tick the correct answer for each of the questions in the table. Listen to the
lecture again if necessary.
Corporation Partnership Sole Proprietorship
1 Which entity best protects the property and assets
of the shareholders?
2 Which entity no longer exists when its owner dies?
3 Which of the entities mentioned is the most
expensive to form?
4 Which entity type(s) require relatively little
paperwork?
5 Which entity requires shareholder-employees to pay
unemployment tax?

C ^c5.2 Listen to the second part of the lecture again and complete these notes.

ddvantages and disadvantages of Corporations compared to sole

proprietorships and partnerships
advantages
1 Stockholders are not tiable for corporate .........................
2 Self-em.ploijm.ent tax......................
3 Continuous......................
V Easier to raise........................
5 Easier to........-..............
disadvantages
(o Jtiaher ............................

7 format organisation and Corporate........................

9 Unemployment......................

Unit 5 Company law

Language use: Discussing advantages and
disadvantages
10 a In Listening 1, the professor points out the most important advantages and
disadvantages of corporations. Look at the audio transcripts of the lecture on page
129 and underline the words and phrases she uses to refer to them.
b Complete these phrases taken from the lecture.
1 The................................advantage of a corporation is that its owners, known
as stockholders or shareholders, are not personally liable for its debts and
liabilities.
2 One................................disadvantage of a traditional corporation is double
taxation.
3 Corporations.................................many advantages..................................other
business entities.
4 The second................................of corporations is self-employment tax savings.
5 The first of these..................................is the higher cost.

Speaking i: Role-play: lawyer-client interview

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

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

Reading 3: Breach of Companies Act 2006

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

Dear Directors/Chief Executive

Re: Your possible breach of the Companies Act 2006
I am writing to you concerning your company's spurring of palm oil. As you may
or may not be aware, the activities of many palm-oil suppliers have been causing
environmental degradation in South-East Asia. The establishment of palm-oil
plantations has resulted in deforestation, the destruction of the habitat of orang-
utans, human rights abuses and violent conflict. Palm oil is used in
approximately 10% of all of your food products.
The Companies Act 2006 (the Act) stipulates (in sections 172 and 417
respectively) that you have a duty to take such issues into consideration and to
report on them.
I do not believe that your company is doing enough to ensure that your palm oil
comes from sustainable, non-destructive sources. I am therefore concerned about
whether this may consequently be a breach of the Act. This letter has been copied
to the Secretary of State for Business, Enterprise and Regulatory Reform, who
has responsibility to enforce the Act.
I look forward to hearing from you as soon as possible as to how you plan to
manage these significant issues and ensure that your shareholders are made
aware of them.
Yours faithfully
Pippa. 5dlouay
Pippa Solloway

14 Read the letter again and answer these questions.

1 What environmental issue is Pippa Solloway concerned about in her letter?
2 Which sections of the Companies Act 2006 might Baggers pic be in breach of?
3 Who else has been sent a copy of the letter?
15 Explain these phrases from the letter in your own words.
1 sourcing
2 a duty to take such issues into consideration
3 sustainable
4 responsibility to enforce
16 Discuss the directors' possible responses to the letter. What would you advise
them to do?
Listening 2: Directors' meeting
Baggers' Executive Committee is responsible for formulating and implementing company
strategy, and consists of Zoe Cook (CEO], David Wright (Marketing Director) and Simon
Travis (Public Relations Director). It has called a meeting with Sara Ball (Baggers'
corporate counsel) to discuss the company's response to Pippa Solloway's letter.
17 465.3 Listen to the first part of the recording. What does Simon want to send
to Pippa Solloway? Why?
18 4z5A Listen to the second part of the recording. When does Baggers have to
publish its first business review under section 417 of the Act?
19 465.3,5.4 Listen to both parts of the recording again. Decide whether these
statements are true (T) or false (F).
1 Baggers issued a policy statement on environmental issues before the
enactment of the Companies Act 2006.
2 Baggers is a carbon-neutral company.
3 The Executive Committee have detailed information on the local impact of
Baggers' sourcing of palm oil.
4 Baggers' competitors have not yet responded to all the provisions of the
Companies Act 2006.
5 Baggers plan to publish a business review within the next three weeks.

Key terms 2: Public relations

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

172

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

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

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

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

understand? Which seems most difficult? Why?
a Statutes are drafted in general terms to cover all foreseeable circumstances.
Their meaning must be interpreted by lawyers and judges. What strategies can
you think of to make sure that you interpret a statute correctly, e.g. pay attention
to the punctuation, assume each word has been carefully chosen by the drafter,
etc.?
b Compare your ideas with those in the box on the next page.

Unit 5 Company law ( 57

 Some statutes are clearly written, meaning that you can easily understand exactly
what the legislature intended. Unfortunately, many statutes are very difficult to
understand. Here are some rules to follow when interpreting a statute: C Make sure
you understand the statute. Begin by reading the key sections quickly
to get a general idea of what the statute says, then read it again for detail. O
Pay close attention to all the ands and ors. The use of and to end a series
means that all elements of the series are included, or necessary; an or at the
end of a series means that only one of the elements need be included. o Assume
all words and punctuation in the statute have meaning. It's tempting
to skip words you don't quite understand and ignore awkward punctuation. Try
not to do this. C If the statute is only one of several you are studying,
interpret it to be
consistent with the other statutes if at all possible. 0 Interpret a statute so that it
makes sense rather than leading to some absurd
or improbable result. C Track down all cross-references to other statutes and
sections and read those
statutes and sections.

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

26 Read s.172(3). In what way is the duty it imposes limited?

Speaking 2: Role-play: lawyer-client interview

The meeting of the Executive Committee was called to discuss Baggers' response to Pippa
Solloway's letter. By the end of the meeting, four possible options had been suggested:
1 Write a short response with the company's view of the issue.
2 Write an explanation of why Baggers failed to disclose the issue and/or considered it to
be immaterial to report to shareholders.
3 Outline Baggers' plan to mitigate the issue.
4 Promise to write a full response after a reasonable period.
The CEO must now discuss the advantages and disadvantages of each of these with
Baggers' lawyer and decide which would be in the best interests of the company.
27 Work with a partner. One of you plays the role of the lawyer, the other is the
CEO of Baggers. Use the WASP approach from Unit 3.
CEO
Prepare for the meeting by considering the advantages and disadvantages of each
option. Which do you think is in the company's best interests? Why? What
questions must you ask your lawyer in order to get the most out of your meeting
and to ensure the best result for Baggers? Make sure that the lawyer explains
everything clearly,
Lawyer
Prepare for your meeting with the CEO by considering the advantages and
disadvantages of each option. Which do you think is in the company's best
interests? Why? Advise the CEO with reference to section 172 of the
Companies Act 2006, and explain your reasoning clearly.
""*■ Now turn to Case Study 2: Company law on page 120.
Language Focus
1 Word formation Complete this table by filling in the correct forms.
verb noun
form -formation
registration
incorporation
regulate
enforcement
wind up
dissolution
funding

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

THE STUDY OF LAW

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

Reading i: Commercial law

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

Commercial law deals with issues of both private law and public law. It
developed as a distinct body of jurisprudence with the beginning of large-scale
trade, and many of its rules are derived from the practices of traders. Specific law
has developed in a number of commercial fields, including agency, banking,
bankruptcy, carriage of goods, commercial dispute resolution, company law,
competition law, contract, debtor and creditor, sale of goods and services,
intellectual property, landlord and tenant, mercantile agency, mortgages,
negotiable instruments, secured transactions, real-property and tax law.
The work of a commercial lawyer may involve any aspect of the law as it relates to
a firm's business clients, and the role of the lawyer is to facilitate business clients'
commercial transactions. It is essential for a commercial lawyer to have not only
a good knowledge of a lot of substantive law, but also a thorough understanding
of both contemporary business practices and the particular business needs of
each client.
A commercial lawyer may be asked to advise a client on matters relating to both
non-contentious and contentious work. Non-contentious work largely involves
advising clients on the drafting of contracts, whereas contentious work commonly
involves the consequences of breach of contract.
Many jurisdictions have adopted civil codes that contain Uniform
comprehensive statements of their commercial law, e.g. the Commercial
 Code (UCC), which has been generally adopted throughout the borrowe
USA. Within the European Union, the European Parliament and r cannot
the legislatures of member nations are working to unify their pay.
various commercial codes. 4 Negotia
ble
A substantial amount of commercial law is governed by
instrum
international treaties and conventions. The United Nations
ents are
Commission on International Trade Law (UNCITRAL) regulates
docume
international trade in cooperation with the World Trade
nts
Organisation (WTO). The WTO is responsible for negotiating and
which
implementing new trade agreements, and is in charge of
represe
policing member countries' adherence to these agreements,
nt a
which are signed by the majority of the world's trading nations
right of
and ratified by their legislatures (for example, Parliament in the
charge /
UK or Congress in the USA).
paymen
t/ credit
for a
Key terms: Fields, institutions and specifie
d sum
concepts in commercial law of
money
3 Look at the areas of activity in commercial law mentioned in the
on
first paragraph
demand
of the text above and answer these questions. Use the glossary
or at a
if necessary.
defined
1 Which field deals with the legal rights associated with time.
products of the mind, such as patents, copyrights and
trademarks?
2 Which field involves the laws and regulations governing
market behaviour, particularly agreements and practices that
restrict free enterprise?
3 Which institution deals with the supply of credit information
about business organisations to other businesses and
financial institutions?
4 Which field is concerned with the legal relationships between
the shipper (or owner) of goods, the carrier, and the
receiver/consignee of goods?
5 Which field focuses on the laws regulating money paid to the
government in connection with commercial transactions?
4 Choose the correct word or phrase to complete these
definitions.
1 'Agency' is the term for the relationship of a person who acts
in addition to / on behalf of / on account of another person,
known as the principal.
2 Bankruptcy is when someone cannot pay what they owe /
own / won, and all their property is surrendered to a court-
appointed person who liquidates the property to pay the
claims of creditors / owners / debtors.
3 A secured transaction is a loan or credit translation /
transaction / termination in which the lender/ loaner/ debtor
acquires a security interest in certain property owned by the
borrower and has the right to repossess the property if the
Unit 6 Commercial law
Listening t: Profile of a commercial lawyer
]ust as commercial law itself encompasses many distinct fields of law, commercial
lawyers often deal with different areas of commercial activity in the course of their
careers. You are going to hear the podcast of an interview with Michael Grant, an
associate at a commercial law firm, which appears on the website of the alumni
association of an Australian university.
5 ^6.1 Listen and answer these questions.
1 Why has he decided to return to university?
2 What does he advise law students regarding career choices?
6 4 $6.1 Listen again and tick the work he did before joining Ravenstone, Altman
and Ofner, LLP.
1 Preparing notices of dismissal □
2 Interviewing junior lawyers for positions at his firm Q
3 Analysing technical documents Q
4 Submitting patent applications O
5 Writing patent drafts D
6 Drafting maritime legislation Q
7 Resolving charter party disputes □
8 Handling cargo claims □
9 Litigating ship collisions □

Language use: Adverb functions

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

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

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

ext analysis: Letter of application for an

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

2
1 November 2008

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

4
Dear Sir or Madam

Summer internship in commercial law

5
I am a student of law at the University of Vienna, Austria. 61 am now in my second
year and I expect to complete my degree in June 2010. 7 I am interested in applying
for the summer internship in commercial law which is advertised on your website.
8
In my studies, I have completed all of the required courses successfully to date. I am
particularly interested in commercial law, and have taken elective courses in debtor-
creditor law and negotiable instruments. 9 Furthermore, I have frequently attended
guest lectures and discussions at my university on topics related to commercial law. 101
have also already gained work experience at a law firm, as I carried out an internship
last summer at a small law firm specialising in tax law in my hometown of Dornbirn. 11
There my duties included researching new legislation and helping the partners prepare
cases for trial.12 Full details of my studies and work experience are included on the
enclosed resume.
13
The internship you are offering is especially attractive to me, as I would like to get to
know what it is like to work at a large commercial law firm with many international
clients and to have the experience of working abroad in an English-speaking country.
14
1 am extremely motivated and a hard worker and I sincerely believe that I would make
the best of such an opportunity.
15
1 can confidently say that I have a particularly good knowledge of English, as I have
spent several summer vacations with my family in the USA and I have taken two
courses in Legal English at my university.161 am enclosing writing samples in English as
you request in your advert; the letters were written as part of my Legal English courses.
17
Should you require further information, please do contact me. 181 look forward to
hearing from you.

Yours faithfully

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

Reading 2: Commercial law internship

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

Powderhouse Sommerville LLP International Commercial Law Internship

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

15 Read the text again and answer these questions.

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

(Writing i: Letter of application

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

Reading 3: Role of commercial agents

host companies engaged in international trade make use of agents to represent them
abroad. The relationship between agent and principal is commonly governed by a
commercial agency agreement, and the European Union has sought to harmonise1 its
member states' agency laws in order to give agents greater protection.
This text is taken from the introduction to a document written to inform lawyers about
recent changes in the law concerning commercial agency agreements.
18 Read the text and decide whether these statements are true (T) or false (F).
1 Under EU law, a commercial agent is a person who sells goods and services
on behalf of a principal.
2 Agents are generally paid a flat rate; that is, a charge that is the same for
everyone.
3 Principals will often abandon agency agreements once a customer base
becomes established.

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

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

19 Read the text again and answer these questions.

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

Reading 4: Commercial agency contract1

(he ICC2 Model Commercial Agency Contract is commonly used by businesses entering a ew
market, and is an example of a standard form3 contract. Its provisions are based on jvailing
practice in international trade rather than national laws.
What are the advantages of using a standard form contract based on common
business practices rather than negotiating contracts according to domestic laws?
What kind of provisions would you expect to find in a commercial agency
contract?
Chance Computing is a UK-based company that produces budget laptop computers
for schoolchildren. It uses agents to sell its products to other countries. Read the
clauses on the next page taken from Chance Computing's standard commercial
agency contract and answer these questions.
1 Can the agent set the price at which goods will be sold to third parties? : Under what
circumstances can the contract be terminated?
What is the governing law? I If the principal breaches the contract, what
court has jurisdiction?

commercial agency agreement

rrternational Chamber of Commerce is an organisation of businesses from over

f
ntries that works to promote and support global trace and globalisation
boilerplate

Unit 6 Commercial law

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

9 The contract shall come into force on 10 February 2006 and shall be
valid for an indefinite period.
Where the contract has been agreed for a fixed period, it shall be
expected for the same period provided that notice of termination shall
not have been served, by registered letter, at least six months prior to
the end of a calendar quarter.
Where the contract has been agreed for an indefinite period, it may be
terminated by either party thereto giving, by registered letter, six
months' notice prior to the end of a calendar quarter.
10 The provisions of the EEC Council Directive of 18 December 1986 on
the co-ordination of the laws of the Member States relating to self-
employed agents (86/653/EEC) apply to this agreement. In other
respects, the law of the domicile of the Agent is to be consulted.
11 Any disputes arising out of or in connection with this agreement shall
be decided by the competent Court in the area where the claimant has
his residence or registered offices.

24 Take it in turns with a partner to explain the provisions of the contract using
SAMPLE
ANSWE your own words.
R
»P'47 EXAMPLE: Clause 4 says that the. agent needs permission -from the principal
to change prices and. conditions o-f sale, etc.

Reading 5: The Commercial Agents (Council

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

Read the whole of Regulation 171 and answer these questions.

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

last two paragraphs (17(9) and 17(10)), have been cut from this extract.
Unit 6 Commercial law
 27 A colleague from outside the EU contacts you to ask about the legal protections
in place in the EU for commercial agents. Write a summary of Regulation 17 to
circulate to your litigation department.

Listening 2: Meeting with corporate counsel

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

29 4 c 6.3 Listen to the second part of their conversation and answer these questions.
1 Is compensation limited only to lost commissions?
2 For how many years are the agents' commercial activities restricted following
termination of the agreement?
30 "4 $6.2,6.3 Listen to the whole conversation again and decide whether these
statements are true (T) or false (F).
1 The agents are in breach of contract.
2 Under the agreement, the minimum notice period is six months.
3 The agreement allows for the payment of an indemnity of up to one year's
average commission fees.
4 The agents must make any claims for compensation within one year of the
termination of the agreement.
5 The restraint-of-trade clause is valid for five years.
6 Under the law, a restraint-of-trade clause in an agency agreement must refer to
either the relevant geographical area or the type of goods in question.
7 The lawyer believes a court would be likely to find for the agents and not uphold the
restraint-of-trade clause if the principal breached the terms of the agreement.

Speaking 2: Role-play: discussing options

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

Writing 2: Summary
32 Write a summary of your discussion. Include a model compensation package for
SAMPLE Chance Computing to offer their agents
ANSWER
»P-147
Language Focus

1 Word formation Complete the table with the adjective form of these nouns.
noun adjective
merchant merchantable,, ...
commerce
negotiation
finance
bankruptcy

Noun-adjective collocations Which of the adjectives from Exercise 1 collocate with

these nouns? (Some can collocate with more than one adjective.)
1.................................instrument
2 ................................trading
3 ................................bank
4................................. agency
5................................. law
6................................. terms
I Abbreviations What do these abbreviations stand for?
1 UCC
2 WTO
3 UNCITRAL
Key terms in intellectual property law Which word completes all of these
expressions?

1 draft
2 ...................... .....application
3 to secure a
4 to enforce...
5 to grant.......
6 office

Prepositions Complete the phrases and sentences below from the unit using the
prepositions from the box.

by for into of of on on

1 to advise a client..................................a matter

a breach................................contract
Commercial law is governed................................international treaties.
I An agent works.................................behalf.................................a principal.
to apply................................an internship
a contract comes.................................force
 7 I Real property law

THE STUDY OF LAW

Lead-in
Property law governs the right of use, control and disposition which a person may have
over personal property and real property.
1 a What is the difference between personal property and real property?

b Which of these is considered real property?

a an apartment building f farmland
b a CD g a forest
c railway tracks h a business plan
d a large outdoor sculpture i a car
e a factory

Reading i: Real property law

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

Real property can be divided into freehold estates1 and leaseholds.

Freehold estates are those in which an individual has ownership of land for an
indefinite period of time. It is important to note that in property law, the term land
refers to real estate (and everything that grows on that real estate), any
improvements to the real estate (e.g. buildings) and the right to the minerals
underneath the land and the airspace above it. There are generally three types of
freehold estate in English-speaking jurisdictions: the fee simple2, the life estate
and the estate pur autre vie. A fourth type of freehold estate, the fee tail, is now
largely obsolete. The transfer of title in land from one person to another is known
as the conveyance.
The most complete, unlimited form of freehold estate is the fee simple, which is
inheritable and lasts as long as the owner (or any subsequent heirs) wants to
keep it. A life estate is one in which the individual retains possession of the land for
the duration of his or her life. Although the ownership of a life estate is technically
temporary because it ends when the owner dies, it is

1
The term estate refers to a person's interest in real property. It also
refers to a deceased person's real and personal property.
2
also fee simple absolute
 treated as complete ownership (fee simple) for the duration of the person's life. The
estate pur autre vie is similar to the life estate, but differs in that it is measured by the life
of someone other than the grantee (to whom an interest in the real property is conveyed
by a grantor). An example of an estate pur autre vie would be a landowner who wishes
to leave property to a charity in her will, but to enjoy tax savings during her life. She
could formally donate the property but retain possession during her own life (a life
estate) and specify that she wants someone, e.g. her husband, to be able to remain in
the property should he outlive her (estate pur autre vie).
In common-law jurisdictions, leasehold interests in land are sometimes classified as
personal property, along with tangible property such as goods and chattels.
Leaseholds are property interests of limited duration and are generally created through
a lease - a contract for exclusive possession in return for which the tenant pays the
landlord or landlady a specified rent or compensation. A licence1 is like a lease, but
is generally for a shorter period of time, usually less than 12 months. Furthermore, if
there is no exclusive possession of the property (as in a hotel room), then a licence is
created, not a lease. A licensee is not granted any title interest in the land, merely
permission to enter it for a specific purpose that would otherwise constitute a trespass.
The Statute of Frauds is generally applicable to interests in land, requiring that
instruments such as deeds, real-estate sales contracts and certain leases be in writing
to be legally enforceable.
1
(US) license

ey terms v. Instruments and people in real

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

frth a partner, take turns making sentences that combine the people and the
truments.
APLE: A tenant signs a. lease when He/she rents property -from a 3rd.

Unit 7 Real property law I 73

Language use i: Forming adjectives with Ther
e is
negative prefixes no
singl
5 Find two adjectives in Reading 1 with negative prefixes (e.g. un-, in-),
e rule
 for forming adjectives with negative prefixes. The most common negative prefixes
are un- and in~, but there are several others as well. For this reason, you should
make a note of the negative prefix used with a word when you come across it;
consult a dictionary if you are not sure.

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

Reading 2: Real property investment law

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

1) ..............................
Lease agreements for an indefinite term may be terminated at any time by either party on three
calendar months' notice. Lease agreements for a definite term may be terminated only in case of
mutual agreement of the parties, or by a court of law.
2)...............................
The landlord shall have the right to terminate the lease agreement if:
• the tenant uses the real property in violation of the agreement or the real property's
designation;
• the tenant transfers the use of the real property to another person without the landlord's prior
consent;
• the tenant, due to his/her negligence, creates a threat of possible damage to the real
 property;
• the tenant has not commenced any major repairs of the real property where an obligation to do
so was imposed on the tenant.
The landlord shall have the right to terminate a lease agreement and claim the return of real
property if the tenant does not make lease payments for the use of the real property during three
consecutive months. In the event the landlord terminates a lease agreement, the lease agreement
shall be deemed terminated from the moment the tenant is notified by the landlord of
termination.
3)...............................
Pursuant to the Civil Code of Ukraine, the tenant shall have the right to demand termination of the
lease agreement if:
• the landlord transferred the leased real property, and the guality of the leased property
contravenes the terms and conditions stipulated by the lease agreement or the designation of the
real property;
• the landlord fails to comply with the obligation to make capital repairs of the real property.
According to Ukrainian law, an agreement on lease of the land shall be terminated in certain cases
provided by the law, namely:
• compulsory purchase1 of the land for public needs and forced alienation of land on the
grounds of public necessity under the procedure set by Ukrainian law

(upon) exercise of the power of eminent domain

Unit 7 Real property law

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

To terminate is a formal way of saying 'to bring to an end' or 'to end' something.

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

10 Discuss these questions in small groups.

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

Listening i: Property-law presentation

You are going to hear an excerpt from Mychajlo's seminar presentation (see Reading 2).
11 4ii.± Under what circumstances are foreigners permitted to buy real property in your
jurisdiction? Listen to the excerpt. How does the law in Ukraine compare to the law in
your jurisdiction?
12 ^c7.i Listen again and decide whether these sentences are true (T) or false (F).

1 Foreigners are not permitted to buy agricultural land in Ukraine under any
circumstances.
2 If a foreigner inherits farmland, he/she is allowed to retain it for the purpose of
conducting business there.
3 Foreign business entities may not acquire buildings or structures on non-
agricultural land.
4 Foreigners can acquire land in Ukraine by founding a company.

Speaking i: Giving emphasis to importan

t points when
buying a
Listeners can better understand and remember information given in a house.
presentation if the speaker indicates its importance and gives it sufficient 2 The
emphasis. tenancy
13 In his presentation, Mychajlo makes use of several of these agreeme
techniques for nt /
emphasising important ideas. Which techniques does he use? property
Read through transfer
the audio transcript of his talk (page 132) and underline the tax /
examples of each rental
technique. income
is the
1 Repetition money
2 Rephrasing an idea in different words received
3 Using the voice to stress an idea from let
4 Using sentence openers that point to an important idea propertie
5 Using intensifying adverbs or adjectives s (the
14 Prepare a short presentation about the real property law in a money
jurisdiction you are paid by a
interested in. Discuss the circumstances under which foreigners tenant to
can buy and a
lease real property. Observe the guidelines for giving landlord)
presentations given in .
Unit 1, making use of various ways of giving emphasis to 3 A(n
important points. )
mor
tga
LAW IN ge/
esc
row
PRACTICE /
eas
ead-in em
ent
y-to-let, the practice of buying a property to rent out to tenants as a
is
source of income, an attractive form of investment for many people. In
an
recent years, EU enlargement and
agr
[the availability of cheap flights from budget airlines have resulted in a
ee
growth in so-
me
kalled fly-to-let - that is, buying to let in other countries.
nt
15 Discuss these questions in small groups. whi
ch
1 Would you consider investing in property in a foreign country?
allo
2 What are the uncertainties involved in dealing with foreign
ws
markets?
you
3 What advice would you give someone considering such an
to
investment?
borr
ow
ey terms 2: Buying real property mo
I Choose the correct word to complete each of these five definitions ney
of terms often used when discussing the purchase of property. ,
esp
1 A deposit / lien / conveyance is the initial payment you make
 ecially in order to buy a house or apartment, or the
amount of money itself.
4 The cadastral register / chain of title / capital appreciation is the
increase in the value of an asset.
5 The stamp duty / purchase price / notarial deed is the amount
you must pay for an asset.

Unit 7 Real
property law
XI complete tnis aavertisement using the words from Exercise 16. You will not need
to use all of them.

Buy-to-let in Prague
Why Prague? It is estimated that 50,000 new homes need to be finished annually
until 2010 to meet the current housing shortage in the Czech Republic. The majority
of housing is required in Prague itself, as EU investment continues to create new
jobs.

Typical example of a Prague buy-to-let*:

1).................................. €50,000

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

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

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

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

estimate)
Rent as a % of mortgage 118%

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

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

Listening 2: Telephone enquiry: buy-to-let

Marta Cervera is a Spanish woman who is thinking of investing in a buy-to-let property in
Prague. She calls ]ana Fialova, a Czech lawyer, to ask about the legal issues involved in
such a purchase.
19 4^7.2 Listen to the first part of the conversation and answer these questions.
1 How did Marta Cervera first hear about Jana Fialova?
1 Does Ms Cervera need to form a company to buy a property in the Czech
Republic?
20 *c7.2 Listen to the first part of the conversation again and choose the correct
answers to these questions.
1 What made Ms Cervera consider investing in a buy-to-let in Prague?
a She has inherited some money.
b She needs to lose some money for tax purposes.
c She has received some money from an earlier investment.
2 How does Ms Fialova describe the process of buying property in Prague?
a Simple
b Complicated
c Quick
 3 Who normally pays the stamp duty1 in the Czech Republic?
a The seller
b The buyer
c There is no stamp duty.
4 How long can incorporation take in the Czech Republic?
a Six to eight days
b Six to eight weeks c
Six to eight months
21 ^c7.3 Listen to the second part of the conversation and tick the terms that Jana
Fialova mentions.
1 notarised □ 6 liens □ 11 completion □
2 purchase agreement 7 foreclosure Q 12 easements
3 gazump □ 8 encumbrances 13 survey □
4 escrow □ 9 restrictive covenants □ 10 14 tenancy agreement
5 title □ planning permission □ 15 boundaries

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

ey terms 3: Conveyancing
23 Match the conveyancing terms (1-10) with the correct definitions (a-j).

1 stamp duty a A liability or charge on real property

2 notarise b A third party interest in real property reserved for specific purposes
3 purchase agreement c A tax on the conveyance of real property
4 escrow d To authenticate a written document
5 chain of title e A promise to do or not to do something with or on real property
6 encumbrance f A legally binding document containing details about rental terms
7 lien g A contract between a buyer and a seller
8 covenant h Money kept by a third party as security until a particular condition
9 easement is completed i The successive ownerships or transfers of real
10 tenancy agreement2 property j A restriction on the use of real property

also property transfer tax

also rental agreement
Unit 7 Real property law
Writing: Follow-up email
24 Write a follow-up email from Jana Fialova" to Marta Cervera. Include these
points:
0 a suitable greeting
0 confirmation, that you would be pleased to act for Ms Cervera
0 a summary of the main points discussed
C details of the next stages
C a suitable ending

Reading 3: Draft tenancy agreement

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

Shorthold tenancy agreement

LANDLORD(S): The LANDLORD will provide details of which
MARTA CERVERA AND ROBIN MCLEVY scheme is being used to the TENANT within 14
days of the commencement of the tenancy, or as
TENANT(S): required by law.
DWELLING1 HOUSE: This agreement creates a SHORTHOLD
LAUBOVA1)...............PRAHA 3 TENANCY. The LANDLORD has an absolute
right to recover possession of the property at the
The DWELLING HOUSE will be let for a
expiry of the FIXED TERM, and at any point
FIXED TERM of 2)...............months from:
thereafter, by following the procedures as
3)...............(commencement date)
specified by law. If the FIXED TERM ends, and no
For a RENT of CZK 4)...............per week/ new tenancy agreement has been signed, a
month (delete as applicable) payable in statutory periodic tenancy2 is automatically
advance on 5).................of each week/ created.
month (delete as applicable)
If the LANDLORD believes that the TENANT
The LANDLORD agrees to let the has breached any part of this agreement, and
DWELLING HOUSE to theTENANT(S) at the wishes to recover possession of the DWELLING
RENT payable as set out above for the duration HOUSE prior to the end of the FIXED TERM,
of the FIXED TERM. the TENANT must first be served with notice in
The DEPOSIT is CZK 6)...............and will accordance with statute.
be protected by a government-authorised
tenancy deposit protection scheme.

1
a formal legal term used to describe a place where the occupier lives and treats as his/her home
2
This means that the tenancy is governed by law to run for the length of each rental payment period,
usually monthly. In the UK, if a tenancy is in the statutory periodic tenancy, then the landlord must give
two months' notice to quit if he wishes the tenants to leave. The tenants must give one month's notice
(to the end of the next rental period).
Listening 3: Telephone enquiry: tenancy agreement
Jana Fialova calls Marta Cervera to clarify some of the details of the tenancy agreement.
26 4z7A Listen and complete the agreement on page 80 according to what is decided.
Use no more than three words for each space.

Text analysis: Telephone enquiries

27 a Look at these types of functional language used in telephone enquiries. Tick the
ones that are used in Listenings 2 and 3. Look at the audio transcripts on pages 132-
134 if necessary.
13 leaving a message
14 taking a message
□
D
15 showing interest / showing that you're
listening □
16 asking for repetition and/or clarification □
17 clarifying □
18 apologising □
19 ending the call □
20 referring to future contact □
1 answering the phone D
2 offering help Q
3 asking to speak to someone □
4 asking who's calling □
5 saying who's calling Q
6 connecting the caller O
7 giving a reason for calling O
8 greeting Q
9 asking the caller to wait O
10 checking that the person who answers
has time to talk Q

b What language is used by the speakers to express each of the functions you have ticked? Underline the
expressions in the audio transcripts.
28 Match these examples of common telephone language with the appropriate function (1-20) from
Exercise 27a. Some functions are represented several times, others not at all.

a I wonder if I could call you again next week? j Would you mind saying that again?
b Let me just get a pen. k He can't get to the phone right now.
c When can I expect to hear from you? I I'm calling in connection with ...
d Sorry, I didn't catch that. m So that's /', as in igloo?
e Is this a good time? n What can I do for you?
f I see. o It's about ...
g Can you ask her to call me back? p I'd better read that back to you.
h Nice to hear from you again! q Would you mind calling back in an hour?
i Really?

peaking 2: Using English on the phone cannot see each

other. If possible,
When did you last use English on the telephone? Do you ever talk to people over the use a mobile
Internet? How confident do you feel speaking English on the telephone? phone and stand at
Do you have any useful tips for speaking English on the telephone? Discuss your the other side of
ideas with a partner, then compare your list with the one in the answer key (page the room.
149). S
t
Work with a partner. Before you begin your phone call, sit back to back so that you
udent A: Turn to page 115.
Student B: Turn to page 117.

Unit 7 Real property law

Language Focus

1 Word formation Complete this table.

verb positive adjective negative adjective abstract noun
Um& limited unlimited limitation
define definite
unspecified specification
inherit uninheritabie
enforce enforcement
applicable application
complete completion

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

agreement consent estate possession property

1 real estate, ...
2 prior
3 mutual
4 exclusive
Formal/informal synonyms Match the verbs (1-7) with their more formal
synonyms (a-g).
12 go against a terminate
3 start b commence
456 keep c consent
7 agree d redeem
end e contravene
buy back f renounce
give up g retain
Telephoning language Match the two halves of the sentences to form examples of
common telephoning language.
1 Good afternoon, — speak to you again
2 Hello, can you put me through
3 Certainly. Who shall I
4 I'm sorry, Ms Moore is busy right
now.
5 Ms Moore will be just a few
moments.
6 I'm very sorry, but I'll have to
stop you there.
7 Can I call you back
8 Hello? Ms Moore?
9 Thanks very much 10 Not at all, I'll
 I'm calling about the Milligan case.
later on this afternoon?
as soon as I have any news. Goodbye.
I'm expecting a call any time now.
say is calling?
for your help. g Can I ask her to call you
back? h Can you hold? i Wintermint and
Rainey. j to Mr Crisp, please?
Litigation and arbitration
THE STUDY OF LAW
Lead-in
A dispute is a disagreement or argument about something
important. There are all kinds of legal disputes, from disputes over
people's behaviour and business disputes to planning and
environmental disputes, to name just a few.
1 Legal disputes can be resolved in the courtroom, but there
are other ways of
resolving them, as well. What forms of dispute resolution
do you know?
What procedures do they involve?

leading i: Litigation and

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

If a dispute is not settled by agreement between the

disputing parties, it will eventually be heard and decided by
a judge and/or jury in a court. A lawsuit before a court is
commonly referred to as litigation. In fact, litigation includes
all stages before, during and after a trial.
Litigation may be used to resolve a dispute between private
individuals, an individual and a business, or between two
businesses. Litigation sometimes
jives disputes between an individual or business and
a government agency, or between two governmental
bodies.
the UK, the majority of pre-trial work is carried out by a
solicitor before the 3se is passed on to a barrister, who will
represent either the claimant1 or the defendant during a
hearing or a trial. In the USA, the same attorney may leal
with the case from the time the client first makes contact
through to the il and enforcement stages. The steps in
between these two stages typically jlude an attempt to reach
a settlement before and/or after filing a lawsuit >d
pleadings, entering the discovery phase and then
proceeding to trial. At end of a trial, the court will deliver its
judgment and pass an order, which winning party's counsel2
and/or the court may help the winning party enforce.

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

Key terms: Parties and phases in litigation and

arbitration
3 Complete the sentences below using the words for parties involved in dispute
resolution from the box.
arbitrationtribunal arbitrator barrister claimant court
defendant disputing parties solicitor third party

1 In litigation, the...............................files a lawsuit against the

................................ Usually, a...............................carries out pre-trial
work in preparation of the case, while a...............................represents
the claimant ov defendant in court. When the case has been heard, the
..............................delivers judgment.
2 In arbitration, an...............................or................................decides on the
outcome of the case.
3 In mediation, an independent...............................helps the
..............................reach a settlement.
4 Match the phases of litigation (1-4) with the descriptions (a-d).
1 pre-trial phase a One or both parties gathers evidence about the dispute by taking the testimony
of witnesses, examining documents or physical evidence, or requesting
2 discovery phase
evidence from the other side.
3 trial phase b The facts of the case are heard by a judge, or by a judge and a jury. The court
delivers a judgment in the case.
4 enforcement phase
c The losing party may file post-trial motions to convince the judge to amend the
judgment, or may decide to appeal to a higher court. The winning party has
the task of collecting the judgment.
d When a dispute arises, one party will usually have their lawyer send a letter to
the other party in an attempt to reach a settlement. This party makes a
demand of the other, who will then send a response. Informal discussions
often follow. If the parties cannot reach an agreement, formal action may be
started and a suit is filed.
Read this outline of the advantages of one particular form of dispute resolution, taken from a
government website. Which form is being referred to?

.e
or> o

It works because it:

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

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

lading 2: Letter of invitation

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

Unit 8 Litigation and arbitration

 Dear Professor Zhang

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

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

I look forward to your reply.

Sincerely

Nicholas O'Brien

Language use i: Future forms

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

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

Listening i: Question-and-answer session

10 These terms are used during a question-and answer-session following
Professor Zhang's lecture on Chinese arbitration law. Match the terms (1-3)
with their definitions (a-c).
1 enforcement of an award a an international agreement signed
by two states
2 bilateral treaty b a party that has signed an international
agreement
3 signatory to a convention c ensuring that the decision of (e.g. an arbitral
tribunal1) is obeyed or carried out
11 ^8.i Listen to the question-and-answer session and tick the topics that
Professor Zhang talks about.
1 The structure of China's economy D
2 The CIETAC □
3 International conventions to which China is a signatory Q
4 The enforcement of Chinese awards in foreign countries
5 Rights of appeal following arbitration in China □
6 A Chinese case about to be decided by an arbitral tribunal Q
12 4^8,.i Listen again. The audience members begin their questions with phrases
that signal that a question is coming. Tick the question openers you hear.
1 I was wondering if you could tell us ... □
2 You mentioned that ... □
3 Could you go back to the point you made about ... O
4 I've got a question ... □
5 Could you tell us more about ... □
6 I'm afraid I didn't understand what you said about ... □

Speaking i: Talk on litigation/arbitration

13 Prepare and hold a short talk (two to three minutes) about an aspect of litigation
or arbitration in your jurisdiction. Take notes during other students' talks, and ask
questions using some of the question openers listed in Exercise 12.

1
also arbitrational tribunal
2
China International Economic and Trade Arbitration Commission
Unit 8 Litigation and arbitration
LAW IN PRACTICE
Lead-in
Lawyers generally attempt to settle disputes out of court before advising litigation.
However, sometimes a trial is unavoidable. Litigation involves three main stages: filing the
claim/defence, preparing the case and, finally, the court hearing. Litigation can also
involve the enforcement of a judgment when necessary.
14 Think of an example of a case that has gone to a final hearing. What are the
facts of the case? What are the legal issues? Which side won? Was the right
decision reached?

Reading 3: Avoiding litigation

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

Preventing large fees by limiting legal problems

by Daniel L. Abrams
It is always easier (and cheaper) to prevent a fire him or her without consulting an

legal problem from arising than to deal with a employment lawyer. [,,,..]
problem through litigation. Saving money on 3 It is a good idea to get everything in
legal fees does not mean ignoring problems writing. [.,.]
or handling matters yourself when you need 4 Consider inserting a 'loser pays' rule into
legal expertise. Be proactive, for example: your commercial contracts. [...)
1 If somebody threatens to sue you, do not 5 If you are about to be sued, check your
wait for the lawsuit. [...] insurance policies. [...]
2 If yon have a problem employee, do not

a This discourages frivolous litigation.

b Businesses occasionally pay their lawyers for defending a lawsuit without
recognising that the litigation expenses are covered by insurance.
c Hire a lawyer immediately. Early settlement talks can clarify positions and save
substantial money in the form of both legal fees and damages.
d They can tell you how to conduct the firing in a way that minimises your exposure to a
lawsuit.
e Too much litigation arises out of 'he said / she said' disputes that can be avoided by
simple documentation. This rule applies to dealings with your lawyers as well.
17 a Read the article again and compare the ideas you discussed in Exercise 15.
b What other points would you add to (or remove from) the list? Discuss these with a
partner and then rank the complete list in order of importance.
Reading 4: Cost of litigation
18 Look quickly at the article below and answer these questions.
1 What do you think the word burden in the headline means?
2 What are the two most common types of litigation?

Litigation burden rises for firms

worldwide
A ccording to an annual survey by US lawyers Fulbright
& Jaworski, nearly 80% of UK firms surveyed faced
some court proceedings last year. Worldwide, litigation
'Despite the general consensus that the UK is not thought
to be as tightly regulated as the US, UK businesses are
experiencing more exposure to regulatory matters,' said
costs have risen by 25%. US and UK firms faced average Lista Cannon, Head of European Disputes at Fulbright &
litigation costs of $ 12m and $lm respectively. laworski. 'All companies must ensure they are prepared to
Construction firms face the highest litigation costs address current regulator)' issues and anticipate future
worldwide of any industry, with average expenses of regulatory changes'
$39m. Insurers have paid out S36m on average, while The most common sources of litigation are
manufacturers have incurred costs of more than $ 14m. employment and contract disputes. While arbitration is
Although the cost of litigation is not as high in the UK considered a quicker way of resolving disputes than
as across the Atlantic, the number of legal actions and litigation, most firms believe there is little difference in
their expense is rising fast. terms of cost.

19 Read the text more closely and decide whether these statements are true (T)
or false (F).
1 Average litigation costs for British businesses are 12 times higher than those
in the USA.
2 Building firms have the highest legal expenses worldwide.
3 Most businesses believe that arbitration is cheaper than litigation.

20 Read the text again. What is a major factor in the increased costs of litigation?
21 Match these words or phrases from the text (1-4) with their definitions (a-d).
1 to incur a a legal restriction imposed by a government administrative agency
2 to face / to address b a large sum of money which is paid to someone
3 regulation c to experience something, usually something unpleasant, as a result of
4 payout actions you have taken (e.g. costs)
d to give attention to or deal with a matter or problem (e.g. court
proceedings or litigation costs)

Reading 5: Letter before action

22 In what different ways can a person's employment end? Which of these might result in
litigation or arbitration? Discuss with a partner.
Read the letter on page 90 quickly and answer these questions.
1 What do you think the term constructive dismissal1 means?
2 Why might Ms Loushe have a strong case for a claim for defamation?

Unit 8 Litigation and arbitration

 64 Waldingfield Road
Minchin & Lacey
Doncaster
SOLICITORS South Yorkshire
DN13GF
telephone: +441405 738 59235 fax:
+44 1405 738 59236 email:
info@minchinlacey.co.uk
YOUR REF:
OUR REF: CSK/DT-1
29 February 2008
STRICTLY PRIVATE AND CONFIDENTIAL

David Tyler Construction Ltd.

Kersey Lane Industrial Estate
Shawditch Road Doncaster South
Yorkshire DN2 3SQ

Dear Sirs
Our client: Jaycee Loushe
We are instructed by the above named in connection with her employment with your
company.
We understand that our client has been employed by you since 13 January 2007, and that on
26 February, while attending to her duties with a colleague, she was accused by Mr David
Tyler of stealing confidential information from your offices. Our client strenuously denies
these accusations.
We are informed that there had been no previous criticism of our client's work. In fact, Mr
Tyler recently informed her that she was a positive asset to the company and suggested that
a promotion, together with a substantial increase in her remuneration, would shortly be
forthcoming.
In light of your actions of 26 February, it is clear that our client would be fully entitled to
resign and bring a tribunal claim for constructive dismissal. Due to the circumstances under
which the allegations against our client were made, we have also advised Ms Loushe that
she would stand excellent prospects of success should she decide to pursue a claim for
exemplary damages2 and/or defamation.
However, our client would be prepared to discuss alternative means by which this matter
might be resolved. Our instructions are to commence proceedings against you if we do not
receive satisfactory proposals for settlement of this matter within 14 days.
Yours faithfully
Minchin & Lacey Solicitors
Minchin & Lacey Solicitors

1
(US) also constructive 2
Compensation in excess of actual damages awarded in cases of
discharge malicious or wilful misconduct designed to punish the breaching party
(also punitive damages.

24 Read the letter again and answer these questions.

1 What is the purpose of the letter?
2 What are the facts of the case?
3 What legal actions might the recipient face?
4 What must the recipient do to avoid litigation?
Text analysis: Letter before action
Lawyers will try to avoid having to pursue a claim through the courts if at all possible. A letter
before action is used to advise a party as to how legal proceeding against them can be avoided.
25 Which of these would you expect to find in a letter before action? Match each of the
paragraphs in the letter (1-5) with one of these examples (a-i).
a details of the legal remedies available
b full details of any supporting case law and/or legislation
c what must be done to avoid legal action
d details of the pleadings filed with the court
e the instructing client's complaint
f the date on which the defendant must appear in court
g the names and addresses of any witnesses the instructing client intends to call
h an initial reference to the instructing client
i an outline of any evidence supporting the instructing client's view
26 Discuss these questions with a partner.
1 Do you think Ms Loushe would be prepared to go back to work for David Tyler
Construction Ltd? Support your opinion with reasons.
2 What kind of settlement do you think would be acceptable to Ms Loushe?

Language use 2: Formality in legal correspondence

?gal correspondence is often more formal than business correspondence. However, the level of
armality will depend on the situation and type of correspondence.
17 What features of the letter in Exercise 23 make it a very formal piece of writing? How
would this letter differ from an email to a colleague summarising the issues?
Find the highlighted phrases in the letter that correspond to these less formal
equivalents.
1 her work for you 7 she would soon get a large pay rise
2 because of the way you accused her 8 acting/working for Ms Loushe
3 acceptable suggested compensation 9 following
4 concerning 10 a good worker
5 probably win if she sues 11 have been told
6 to sue you

.istening 2: Lawyer-client interview

^58.2 The recipient of the letter in Exercise 23, Mr Tyler, arranges a meeting with his solicitor
to discuss his options. What extra information will the solicitor need before she can advise Mr
Tyler? Listen to the first part of the lawyer-client interview and check your answer.
^8.2 Listen again and decide whether these statements are true (T) or false (F).
1 Mr Tyler has dismissed Ms Loushe.
2 Mr Tyler dismissed his previous secretary on the grounds of her pregnancy.
3 Mr Tyler's firm is in financial difficulties.
4 Mr Tyler has no proof that Ms Loushe is guilty of the theft of confidential documents.
5 Mr Tyler has contacted other local building firms to warn them not to employ Ms Loushe.

Unit 8 Litigation and arbitration

 31 i J 8.3 How convincing do you find Mr Tyler's case? Based on what you have heard
so far, how would you advise him? Listen to the second part of the interview and
check your answers.
32 ^c8.3 Listen again and answer these questions.

1 If the case goes to tribunal, what must Mr Tyler provide in order to avoid having
to pay damages?
2 How would Ms Cooper advise Ms Loushe if Ms Loushe was her client?
3 What is Mr Tyler's best chance of avoiding litigation?
4 How are damages for unfair dismissal calculated?
5 What is the current maximum compensatory award in unfair dismissal cases (in
England)?

Language use 3: Establishing the facts

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

Writing 1: Responding to a letter before action

The initial response to a letter before action is often to test the potential claimant's will
by strongly denying any claims. Alternatively, an initial offer may be put forward (often
below what the potential claimant might wish for].
34 You are the lawyer acting on behalf of Mr Tyler. Write a letter in response to the
SAMPLE
ANSWE
letter outlining Ms Loushe's case (see Exercise 23). Use some of the features
R
151
»P- of formal legal correspondence outlined in Exercises 27 and 28. Include the
following:
O an appropriate greeting and introduction
O your response to the claims made against your client
0 any clarification of the facts as presented by Ms Loushe's lawyers
0 a proposed settlement (if you wish to make one)
0 an appropriate ending and sign-off.

Speaking 2: Lawyer-client interview

35 Role-play this situation with a partner.

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

Writing 2: Letter before action

36 Write a letter before action to your client's former employer based on your
discussion in Exercise 35. Use the letter in Exercise 23 as a model.
'"■► Now turn to Case Study 3: Litigation and arbitration: an employment law case
on page 122.
Language Focus

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

an agrccmont a dispute a judgment a lawsuit an outcome / a settlement

1 to reach an agreement, ...

1 to file
2 to deliver
3 to decide on
2 to settle
2 Word formation Complete this table with the correct forms.
verb abstract noun personal noun
settle settlement ;
resolve
arbitrate
mediate

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

alternative legal resolution resolve/settle

1 disputing...........£<«$$>.........
1 to.................................a dispute
2 a.................................dispute
4.................................dispute..........
4 Question openers Unscramble these phrases for beginning a question.
1 us was if tell wondering you I could ...
I WCLS wondering i/f you could bell us ...
2 that You mentioned ...
3 the point Could back about go you to ...
4 about I'm afraid said understand I didn't what you ...
5 Sentence collocation Match the halves of these sentences a lawyer would use
when discussing the facts of a case with a client for the first time.
1 First, we need to establish a to the facts.
2 Please do give as much b you suspect.
3 Try not to avoid any facts which may c detail as possible.
4 It's probably best just to stick d the relevant facts.
5 I think you'd better tell me just what e be uncomfortable.
 O j Intemationallaw
JJ
THE STUDY OF LAW
Lead-in
The term international law can include public international law, private international law
and, more recently, supranational law.
1 Discuss these questions.
1 What is the difference between public international law and private
international law? Which bodies or organisations are involved?
2 How can a nation state be compelled to obey international law? Can you think
of any examples of a country that has violated international agreements?
3 What are the consequences if a private individual or company breaks the
laws of another jurisdiction?

Reading i: International law

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

In its widest sense, international law can include public international

law, private international law and, more recently, supranational law. In
its narrowest meaning, the term international law is used to refer to what is
commonly known as public international law. Private international law is
also referred to as conflict of laws. Conflict of laws can also refer to
conflicts oetween states in a federal system, such as the USA.
Public international law is the body of rules, laws or legal principles that
govern the rights and duties of nation states in relation to each other. It is
derived from a number of sources, including custom, legislation and
treaties. Article 2 of the Vienna Convention on the Law of Treaties (1969)
defines a treaty as 'an international agreement concluded between States
in written form and governed by international law ...'. These treaties may be
in the form of conventions, agreements, charters, framework conventions
or outline conventions. Custom, also referred to as customary international
law, is another binding source of law, and originates from a pattern of state
practice motivated by a sense of legal right or obligation. Laws of war were
a matter of customary law before being codified in the Geneva Conventions
and other treaties.
International institutions and intergovernmental organisations whose
members are states have become a principal vehicle for making, applying,
 implementing, and enforcing, public international law, especially since the end of
World War II. The best-known intergovernmental organisation is the United
Nations, which develops new advisory standards, e.g. the Universal Declaration
of Human Rights. Other international norms and laws have been established
through international agreements such as the Geneva Conventions on the
conduct of war or armed conflict, as well as by other international organisations,
such as the World Health Organisation, the World Intellectual Property
Organisation, the World Trade Organisation and the International Monetary
Fund.

Private international law refers to the body of rights and duties of private
individuals and business entities of different sovereign states. It addresses two
main questions: 1) the jurisdiction in which a case may be heard, and 2) which
laws from which jurisdiction(s) apply. It is distinguished from public international
law because it governs conflicts between private individuals or business entities,
rather than conflicts between states or other international bodies.
Supranational law, or the law of supranational organisations, refers to regional
agreements where the laws of a nation state are not applicable if in conflict with
a supranational legal framework. At present, the only example of this is the
European Union, which constitutes a new legal order in international law where
sovereign nations have united their authority through a system of courts and
political institutions. The East African Community, currently a customs union in
East Africa, has ambitions to become a political federation with its own form of
binding supranational law by 2010.

Key terms i: Prepositions and prefixes

3 Complete the sentences below with the prepositions from the box. by in

on to to to to under

1 Parties.................a treaty are the States or the International Organisations

which have consented to be bound....................the treaty and for which the
treaty is..................force.
2 By becoming a signatory..................a convention with 172 other countries,
Russia is taking an important step to facilitate anti-smoking legislation.
3 .................the Convention on the Rights of the Child, persons under the age
of 18 years are entitled....................special protection.
4 International laws apply...................the citizens of all signatory nations.
5 The Council of Ministers of the East African Community is a policy organ whose
decisions, directives and regulations are binding...................Partner States.
4 The text on pages 94-95 contains several adjectives formed with prefixes,
such as international and intergovernmental. Match these common prefixes
(1-6) with their meanings (a-f).

1 bi- a many
2 inter- b above, beyond
3 intra- c two
4 mufti- d between, among
5 non- e not, other than
6 supra- f within, inside

5 Match these words with prefixes (1-6) with their definitions (a-f).

1 interagency a neutral, especially towards major powers

2 non-aligned b involving two groups or two countries
3 non-governmental c without any participation or representation of a government
4 bilateral d within the boundaries of a state
5 multinational e involving several different countries
6 intrastate f involving two or more agencies, especially government agencies

Reading 2: Developments in EU law

In many countries, practising lawyers are required to keep their legal skills and knowledge of
the law up to date by completing certain courses. In the UK, this is known as
LonfuiuYngVivtes^v^^w^vyxveat (C.PD\. The term used in the USA is Continuing Legal
Education. Both public and private legal organisations offer such courses on a w'ide range of
topics, from skills and ethics courses to courses providing in-depth knowledge of specific
areas of the law. CPD courses are also increasingly being offered online, as part of distance-
education programmes.
Lawyers practising in jurisdictions within the supranational legal framework of the EU need
to learn about changes in the law which affect their work. The text in this section is an
excerpt from the programme of a CPD course provider.
6 Discuss these questions.
1 Does your jurisdiction have an equivalent of CPD? What is it called?
2 Have you ever taken such a course? If so, what was the subject of the course?
3 What do you think are the advantages and disadvantages of taking CPD
courses online?

7 Quickly skim through the texts on page 97. What are the topics of the two
seminars? For whom are they intended?

8 Decide which of the two courses would be suitable for each of the following people. In
some cases, neither may be suitable. Write A (Course A), B (Course B) or N (neither).

1 A Spanish tax lawyer advising a large corporation wants to research legal

developments relating to shareholders' rights.
2 An Italian lawyer is interested in recent changes in the law concerning
discrimination against people in wheelchairs in the workplace.
3 A German in-house counsel needs to understand the differences between US and
EU employment law.
4 A Swedish law professor wants to learn about changes affecting merger
requirements in the EU.
5 A Turkish tax lawyer wants to find out about the history of tax legislation in the EU.
A
eee
s\ e

»lf Q.

.0
Course 26619: Recent developments in European labour law

Date: 10-11 March 2009

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

• ^j
? » V-

Course 26620: Recent developments in European company law

Date: 3-4 April 2009

Areas of law: Company law, financial services and banking law, internal market
Target audience: Lawyers in private practice, in-house counsel, officials in tax
administrations, accountants and academics
Description: Directive 2007/36/EC on the exercise of certain rights of shareholders was
published in July 2007. An important proposal to simplify the 3rd and 6th Company Law
Directives by removing the requirements for expert reports in mergers and divisions of
companies was also approved in July 2007. Also in July 2007, the Commission published
its Communication COM (2007) 394 on a simplified business environment for companies in
the areas of company law, accounting and auditing.
A recommendation on several aspects of shareholders' rights is expected this autumn.
Another important issue is the case for the European Private Company Statute. Several
other measures are expected to complement this list, notably the proposal for a directive
on the transfer of a company's registered office from one member state to another.
In this seminar, experts from different areas will analyse the impact of all these
developments, consider the challenges for the future, and analyse their impact on other
important areas of law.
 Unit 9
Internati
onal law

Key terms 2: Legal instruments 3

9 Underline the legal instruments mentioned in the description of I

Course B. One has already been done for you (Directive). n
w
10 Complete the definitions of instruments below using words from the
h
box. You may need to consult the glossary. i
communications decisions c
directives recommendations and h
opinions regulations c
o
1 ...............................are views and preferences expressed by EU u
institutions, rt
but they are not binding on the member states. s
2 ...............................are detailed instructions which are applicable w
throughout a
the EU and which are directly binding on the member states, which s
means that they become a part of the member state's national t
legal system automatically without the need for separate national h
legal measures. e
3 ..............................are EU decisions which are binding on the EU c
institutions and the member states, but they are only general a
instructions on the goal to be achieved; the way the goal is s
reached is left to the discretion of each member state. e
4 ..............................are fully binding on those to whom they are h
addressed e
(a member state, a company or an individual). They are based on a a
specific Treaty Article and do not require national implementing r
legislation. d
5 ..............................are published by the Commission and set out ?
the 13
background to a policy area. They usually indicate the ^$9.i
Commission's intended course of action in this area. L
i
11 Find words or phrases in the definitions in Exercise 10 which collocate
s
with
t
these words. e
1 binding 2 member 3 goal 4 discretion 5 action n

Listening v. CPD seminar on labour law a

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

Laval ca.sc
Landmark ruling
• Context: enlargement of £U; fear of l)..............damping
• Impact on countries with w minimum wage, but with
collective 2).......
Facts
• Construction workers from 3).........working in 5wedish town
of Vaxholm in ZOCM.
• 5wedish union accused company of paying 4)...........wa_gcs
than allowed in 5weden.
• Union blockaded work site; company went into 5)
.................
• Case heard by European Court of 6).............. R.uling in
7).............
R-uling
• Trade union had no 8)........... to force Latvian compary
to pay minimum wa_ge.
• Court recognised ncjht to collective action, but union
restricted right of company to provide 9)..............
• Union's actions incompatible with£U io).......... directive
• R-eactions to ruling: £TUC was 11).........., as ruling
challenges collective bargaining system.

Speaking i: Debate
15 In groups, choose one of the following motions to debate.
1 The decision in Laval unjustly interferes with trade unions' ability to promote the
equal treatment and protection of workers.
2 The decision in Laval represents a necessary restriction on the power of unions.
1 The decision in Laval was best for both business and workers alike.
Split your group into two. One half of the group prepares the arguments and
defences for its motion, the other half prepares the arguments and defences against
the motion. Decide how you will present your case, using every member of the
group.
One person will act as the chairperson. The chairs should familiarise themselves with
the arguments for both sides and ensure that the debate is carried out in a structured
fashion.
LAW IN PRACTICE
Lead-in
A patent is a monopoly right to make or sell an invention, or an improvement on an
existing invention, for a particular number of years. In this way, the inventor is able to
compensate his or her investment. It is one of the key concepts in intellectual property law.
Several international treaties have standardised many aspects of intellectual property law.
However, these laws and their enforcement still vary widely from one jurisdiction to another
16 Discuss these questions.
1 What kinds of conflict of law could result from patent infringement?
2 In what ways does a case involving two or more nation states differ from a case
between two parties from the same jurisdiction?

Reading 3: US patent laws

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

.©^O_____________ ____ ...........____ — cr

T
V' v' I? ^ "_ _______________ *> __ __*_
news report |
Microsoft has won a long-running case in the US Supreme Court about the reach of US patent
laws.
1)................
AT&T had sued Microsoft, alleging computers using Microsoft's Windows operating system had
breached its patent in voice-compression software.
2)................
AT&T had said it should be entitled to damages for all Windows-based computers manufactured
outside of the USA.
3)................
The presumption that United States law governs domestically but does not rule the world
applies with particular force in patent law,' said Justice Ruth Bader Ginsburg.
4)................
I
18 Complete the report using these sentences (a-d).
a Microsoft accepted patent violations in the USA, but argued the infringement
should not be extended internationally. b According to the judges, an earlier ruling
by the federal appeals court had gone
too far [and hadl applied its test in a way that was too narrow and too rigid. c But
in a 7-1 ruling, the US Supreme Court supported Microsoft's position. d The court
ruled that Microsoft was not liable in a software patent dispute
involving US telecoms operator AT&T.
19 Find highlighted terms in the report with the following meanings.
1 when you believe that something is true without having any proof
2 controls and directs the public business of a country, city, group of people, etc.
3 incapable of compromise or flexibility
4 given the right to do or have something
5 limited
6 the breaking of a rule or law
7 a decision in a case
8 when the influence of something is expanded
9 a question (or questions) that help a judge reach a decision
20 Explain the facts of the case and the court's decision in your own words. Do
you think the Supreme Court came to the right decision? Why (not)? How would
a higher court in your jurisdiction have ruled in this case?

leading 4: Microsoft v. AT&T R(

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

SUPREME COURT OF THE UNITED STATES

MICROSOFT CORP. v. AT&T CORP.
Certiorari to the United States Court of Appeals for the Federal Circuit

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

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

AT&T filed an infringement suit charging Microsoft with liability for the
foreign installations of Windows. By sending Windows to foreign
manufacturers, AT&T contended, Microsoft "supplie[d] ... from the United
States," for "combination" abroad, "components" of AT&T's patented
speech-processing computer, and, accordingly, was liable under s.271 (f).
Microsoft responded that unincorporated software, because it is intangible
information, cannot be typed a "component" of an invention under s.271
(f). Microsoft also urged that the foreign-generated copies of Windows
actually installed abroad were not "supplie[d] ... from
Unit 9 International law
 the United States." Rejecting these responses, the District Court held Microsoft liable under
s.271(f), and a divided Federal Circuit panel affirmed.

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

22 Read the decision again and answer these questions.

1 What is the exception to the general rule under US patent law that no
infringement occurs when a patented product is made and sold in another
country?
2 What were Microsoft's two main arguments during the District Court hearing?
3 What was the reasoning behind the Supreme Court's decision?
23 The ruling in Microsoft Corp. v. AT&T meant that AT&T was not entitled to
damages for breaches of its patent on non-US manufactured computers running
Windows. Under what circumstances would Microsoft have been liable for these
damages?
24 In dissent1, Justice Stevens argued that paragraph (2) of §271(f) supported
AT&T's case, and said that 'if a disk with software inscribed on it is a
"component", I find it difficult to understand why the most important ingredient of
that component is not also a component'. Do you agree with him? Why do you
think the majority decided against AT&T?

Listening 2: Multiple jurisdictions

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

1
an explicit disagreement by one or more judges with the decision of the majority in a case (also:
dissenting judgment, dissenting opinion)
27 4z9.2 Listen again and complete Mr Connor's notes from his conversation with Mr
Jones.

People

Tu»'kisU nafional curvenfly livina m 1)...................................; Mosf of life $oe,<A \v\ 2)...................................
Plcwied -fo rvvoVe- TO Auslr'iQ.

Dual cifiZecisUip: 3)..........................cu^d Arneiocan. LiVeS IKI 4)..........................mo5-f or fine CKcjin a

resfaur'cW). Domicile- iS 5)...........................j woViKia -fo 6).......................(peff IKIP rwarVied)

• Amonio Piombo \5eA\e-r)

Italian liVifia in 7)............................

I^i-fial cc*\Wc\cJcs aq^eed per- 8).............................., WcwA copies posfed. Mf 9)................................paid Ui5
shave- oi dc-poSifj deal fell fl^foupU. Difficulf fo cai5e alfer'nafive tviat'idKiq (bad
10)..................).

28 a ^9.3 Listen to the second part of the conversation. What are the five main stages to
a case involving a conflict of laws?
b ^c9.3 Listen again and decide whether these statements are true (T) or false (F).

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

tnguage use: Explaining legal terms to

m-lawyers
iese are some of the phrases Mr Connor uses to explain some of the legal
sncepts so that the client can understand them.

i your domicile is America? That is, America is your official permanent residence? .
we'll first need to consider which court has jurisdiction. In other words, which jurt
is competent to deal with any of the legal aspects that might arise ...

Unit 9 International law

2 ...............
Let's say that you can't go ahead with the purchase.
That's the process by which ...
3 ...............
Well, there are essentially five stages to a case involving a conflict of laws.
'Forum shopping? Is that like shopping around to get the best deal in a case?'
'Basically, yes.' Put simply, questions which arise in connection with the main
claim.
4 ...............
In theory, the outcome of a case will be the same, no matter which court in
which country finally accepts the case.
A key element in this may be the rules on renvoi.
30 a Label the functional groups in the box above with these headings.
0 giving examples C
giving further details 0
rephrasing C
simplifying
b What other phrases can be added to each of the categories?

Speaking 2 : Definitions/Role-play: explaining

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

Writing: Follow-up letter

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

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

advise bmd custom enforce government intellect

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

bilateral inter-state non-governmental supranational

1 Finland and Sweden have concluded a...........btt^eraL..........agreement on

economic co-operation in international emergency situations.
2 A................................organisation is a legally constituted organisation created
by private persons or organisations with no participation or representation of any
government.
3 The EU is a................................organisation that creates, implements and
enforces substantive policies for its members.
4 The International Court of Justice has been criticised for its failure to resolve
...............................disputes.
3 Explaining legal terms Match the halves of these sentences, which contain
phrases for explaining legal terms to non-lawyers.
1 A customs union is, put a which rights are granted to an
2 A legal framework is, in international body by the signatory
nations to the agreement.
3 A charter is an agreement by
b words, it deals with such questions as
4 'Conflict of laws' refers to which law applies in the case at hand.
the body of law dealing with
c slmply a group of nations who wish t0
disputes between private '
remove customs barriers between them
persons who live in different "
jurisdictions; in other d essence, a broad system of rules.
Comparative law

io
6
THE STUDY OF
LAW
L ugh different classification schemes exist,
the following systems are commonly
e distinguished: civil law, common law
(often grouped together as Western law],
a religious law (e.g. Hindu law, Islamic law
and Jewish law], Chinese law and
d socialist law. In addition, some legal
- systems can best be described as mixed
(or pluralistic) systems.
i 1 Discuss these questions.
n 1 What do you think is meant by a
Pe mixed system? Do you know
opl any systems that might belong
e to this group?
wh 2 Which system does your
o jurisdiction belong to?
de 3 What is the legal system of the
scr vast majority of English-speaking
ibe jurisdictions?
an
d Reading i:
an
aly
Comparative law
se 2 Read the overview of comparative
th
law below and answer these
e
leg questions.
al
1 Why is comparative law growing
sy
ste in importance?
ms 2 What is the HCC, and what is its
of goal?
th 3 What is the best-known
convention produced by
e UNIDROIT?
wo
rld
div Comparative law is the study of
ide differences and similarities between
th different jurisdictions, including civil-
e law systems, common-law systems
m and religious (or theological) legal
int systems.
o Comparative law has become of
va increasing practical importance for
rio two reasons. First, the
us globalisation of world trade means
cat that commercial lawyers are often
eg required to work with colleagues and
ori clients from unfamiliar jurisdictions.
es, The second reason is the increasing
or harmonisation (or unification) of
fa laws between previously separate
mil jurisdictions, as with the European
ies Union and the Union of South
. American Nations.
Alt
ho Comparative law is closely related
t Private international law concerns
o the applicability of laws in situations
involving other jurisdictions.
p Harmonisation of law developed out
r of a need to simplify these rules,
i both at a national level (e.g. the US
v Uniform Commercial Code) and
a between sovereign states (e.g. EU
t law).
e
Another key aspect of
comparative law is the idea of
i
uniform law. There are two
n
main sources of international
t
uniform law: The Hague
e
Conference on Private
r
International Law (HCC) and
n
the International Institute for
a
the Unification of Private Law
t
(UNIDROIT). The Hague
i
Conference, a global
o
intergovernmental organisation
n
with over 60 member states, is
a
the leading organisation in the
l
area of private international
law. An increasing number
l
a
w

a
n
d

t
h
e

h
a
r
m
o
n
i
s
a
t
i
o
n

o
f

l
a
w
.
 of non-member states are also becoming parties to the Hague conventions. The
statutory mission of the HCC is to work for the progressive unification of private
international law in a wide range of areas, from commercial law to international
civil procedure and from child protection to matters of marriage and personal
status. This involves finding internationally agreed approaches to issues such as
jurisdiction of the courts, applicable law and the recognition and enforcement of
judgments. UNIDROIT also has about 60 member states and was established
to research the needs and methods for modernising, harmonising and co-
ordinating private, especially commercial, international law. Its most notable
convention is the Uniform Law on the International Sale of Goods, 1964.

Key terms: Expressions used in comparative law

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

Reading 2: Course reader

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

I
Civil law may be defined as that legal tradition which has its origin in Roman law,
as codified in the Corpus Juris Civilis (the Justinian Code), and as subsequently
developed in continental Europe and around the world. Civil law is highly
systematized and structured, and relies on declarations of broad, general
principles.
Common law is the legal tradition that evolved in England from the 11th century
onwards. Its principles appear for the most part in reported judgments, usually of
the higher courts, in relation to specific situations arising in disputes that the
courts have adjudicated. The common law is usually much more detailed in its
prescriptions than the civil law. It is the foundation of private law, not only for
England, Wales and Ireland, but also in 49 U.S. states, nine Canadian provinces,
and in most former colonies of the British Empire (many of which now form part
of the Commonwealth of Nations).
Common-law and civil-law legal traditions share similar social objectives
(individualism, liberalism, and personal rights). Because of this functional
similarity, they are often referred to as the Western law family.
Unit 10 Comparative law I
107
 A major difference between common-law and civil-law systems is the heavy reliance on
case law in common-law systems. In such systems, me courts interpret statute law through
the development of case law. Judicial interpretation of statute is binding until challenged
by a higher court. Under the doctrine of stare decisis, lower courts are compelled to follow
decisions rendered in higher courts. Thus, precedent is at the core of common-law legal
systems. Additionally, the courts in common-law systems are able to develop existing law
or legal principles in the gaps left by statute. In arriving at a decision in a case, a court will
first determine whether there are any applicable statutory provisions. It will then look to
see how these provisions have been interpreted (if at all) in earlier cases, and will apply
any binding precedent. If there is no previous case law on the statute, the court will place
its own interpretation on the statute. If no statutes apply, the court will look to previous
case law. In a common-law system, the legislature can overturn previously developed case
law through new legislation.
Although codified law (mainly in the form of statutes) is paramount in both legal
traditions, it differs in its importance. In civil-law jurisdictions, priority is given to
enacted law over unenacted law. Codes provide the core body of law and are
supplemented by decisions in individual cases. Conversely, the opposite is true in the
common-law tradition, in which precedent is the major source of law.

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

Common law Civil law

Origin

Countries found in

Importance of case law

Importance of enacted law

 Language
use:
Explaining,
comparing
and
contrasting
7 Underline the words and phrases used for contrasting and for expressing
similarity in Reading 2. Then write them under the correct heading. The first
one has been done for you. There may be more than one possible answer.
Contrasting: ... Is mudi more detailed UKUI ...
Expressing similarity:
8 Complete these sentences using the words and phrases for expressing
similarity and contrast from Exercise 7.
1 Civil law and common law..................................their origins. Common law
was developed by custom, beginning before there were any written laws.
..............................., civil law developed out of the Roman law of Justinian's
Corpus Juris Civilis.
2 In civil-law systems, court-made law is almost unknown,....................................
in common-law systems, where large areas of law are created and shaped by
court decisions.
3 .................................civil law and common law, statutory law is of enormous
importance.
4 ................................common law and civil law concerns the method of
argument. In the civil law, the principal method of argument is by deduction from
general principles or from statutes towards particular cases.
..............................., in the common law, the principal method of analysis
is induction (reasoning from detailed facts to general principle) and analogy
(drawing a comparison in order to show a similarity).
9 Present the information from Exercise 6 to an audience, using the expressions
for comparison and contrast from Exercise 7.

istening i: Legal translation

Discuss these questions.

1 What kinds of problem can occur when a legal text is translated?

2 How do you think these problems could best be avoided?
3 Why would a practising lawyer need to be aware of these problems?
^Ho.i Listen to the first part of an excerpt from a lecture held by a guest speaker
from Mexico, who has been invited to talk to law students at a US university about
legal translation. Apart from language proficiency, what else do legal translators
need in order to work effectively?
4z 10.2 Listen to the second part of the lecture. What is meant by the term false
friends?
* 610.2 Listen again and answer these questions.
1 What is the first category of words she distinguishes?
2 How should a translator deal with the words in the second category?
3 What problem is posed by the third category? How should it be dealt with?
Do you know any legal terms in your own language that are particularly difficult to
translate into English? What makes them so difficult to translate?
Language skills: Finding and choosing legal
terms
15 Students of comparative law, as well as practising lawyers, often encounter
unfamiliar terms from other legal systems. Discuss these questions with a
partner.
1 Where can you look for information about unknown legal terms in English?
2 What do you do when you encounter an unfamiliar legal term in English that has
no equivalent in your language?
16 Consider this list of sources of information about a legal term. What are the
advantages and disadvantages of each? Discuss your views with a partner.
0 Law firm's glossary of legal terms on its website
C Online legal dictionary
0 Legal dictionary in book form
C Glossary of terms on the website of an international organisation
0 Google's definition of a term (results of define: + term search)
0 Finding the term in the context of its use in a document online
17 Look up the following difficult-to-translate English legal terms and try to find an
equivalent in your own language. Make notes about the sources you looked at
and then tell a partner what your solution is and how you found it. Whenever
possible, use the words and phrases for contrasting and expressing similarities.
EXAMPLE: TVie English concept o-f 'good -faith' Is similar to what we call
............................... , but It differs In tHe following ways ...
1 equitable remedy
2 promissory estoppel
3 misdemeanor1
4 (past) consideration
5 the Lord Chancellor

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

(UK) misdemeanour
Listening 2: In-company course
Gareth teaches an in-company ILEC course to a small group of judges working in
Liechtenstein.
19 4;10.3 Listen to the first part of the discussion during one of Gareth's classes
with the judges. Which of these different meanings of the term equity is the
closest to that described by Beate, one of his students?
a the difference between the market value of a property and the claims held
against it b the ownership interest of shareholders in a corporation c a
system of courts that developed alongside the law courts in England
20 4 i 10.3 Listen to the first part of the discussion again and answer these
questions.
1 Why does the subject of equity come up?
2 Why is Beate able to talk about equity?
3 Why was equity developed?
21 ^cio.4 Listen to the second part of the discussion and decide whether these
statements are true (T) or false (F).
1 The position of Lord Chancellor was removed by the Constitutional Reform Act
2005.
1 Damages is an example of an equitable remedy.
2 If applying the rules of equity would lead to a different resuit than applying the
strict legal rules, equity takes precedence.
2 Equity is administered by the Court of Chancery.
22 ^ 610.5 Listen to the third part of the discussion and decide whether these
statements are true (T) or false (F).
1 The German concept of Treu und Glauben is similar to the English 'clean
hands' doctrine.
2 The French doctrine of the abuse of rights is similar to the English concept of
equity.
Look at the audio transcripts for the whole discussion (pages 138-139) and find
phrases used for describing a legal system.

[Speaking i: Describing, comparing and

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

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

Text analysis: Discourse markers for text cohesion

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

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

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

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

peaking 2: Advising on asset protection

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

riting: Letter summarising options

Your client is concerned that the asset-protection entities in Liechtenstein might prove
difficult and expensive to administer. Using the notes on page 115, write a letter to your
client outlining the Panamanian foundation, another popular form of asset protection. Use
discourse markers to explain, compere and contrast the foundation with other forms of
asset protection.
Unit 10 Comparative law
 Language Focus
1 Word formation Complete this table by filling in the correct forms of the words listed.
Verb Noun Adjective
globalise global
harmony
enforceable
unified
applicability

Synonyms Match each word or phrase (1-5) with its synonym (a-e).
1 conversely a very important b force
2 later c on the other hand d subsequently e
3 paramount harmonise
4 compel
5 unify
Collocations Match the verbs in the box with the nouns they collocate with
Gudgment or law); some of the verbs collocate with both nouns.

VKjfy fcVtafc towwawsa modernise recognise render

1 a judgment: apply, ...

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

however in addition notably therefore thus

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

ole cards
tudent A

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

Unit 9, Exercise 31

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

Unit 9, Exercise 32
You are a lawyer specialising in claims related to damage caused to computers as a result
of bad programming. You have been contacted by the owner of an online discussion group
concerning problems that some of the group members have been experiencing with their anti-
virus software. Conduct a lawyer-client interview with the owner of the online discussion
group, using the WASP approach in Unit 3. Look at these notes on conflict of law to help
you.
0 Choice of law and statutory interpretation are an issue when, for example, a class of
injured litigants from different jurisdictions sues a Californian company in a California
federal district court. In order to make class certification more likely, this multi-
jurisdiction class will want the law of one jurisdiction to apply. Consequently, you might
advise your client to bring suit under a Californian consumer protection statute.
0 A class action suit on behalf of claimants from different jurisdictions is likely to raise
conflict of law issues. A defendant might challenge a class suit on the basis that the
laws of each represented jurisdiction must be applied to the class's claims, and that
the class should not be certified because the suit will be unmanageable.
0 A judge's first step will be to examine the law of the state in which the defendant is
based for evidence that the legislature intended for its laws to apply to extraterritorial
litigants whose only connection to the state is that they were injured by a product
manufactured there. The rest of the case would proceed as outlined in Listening 2.
Student B

Unit 7, Exercise 31

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

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

Unit 9, Exercise 31

Explain these terms to Student A using some of the anguage from the interview
1
(Listening 2).
1 joint purchase (of land) 3 domicile 5 cross-border recognition
2 residence 4 renvoi 6 adjudicate ____
J

Unit 9, Exercise 32

You are the owner of an online discussion group. One of the recent discussion threads
concerns problems that group members have been experiencing following the most recent
upgrade to their anti-virus software. Several of them have lost data following this upgrade,
although are unsure as to whether this was caused by the software itself or by viruses the
software may have let in. The software was written by Redfern, an American company based
in California. When one member of the group contacted Redfern, she was told that there was
no problem with the software. She was also told that even if there had been a problem,
Redfern wouldn't be liable to claimants from outside California. The potential claimants, 20 in
total, come from four different US states, three EU member states, Egypt, South Korea,
Pakistan, Venezuela and South Africa.

You have suggested that all those who have experienced problems should join together and try
to claim damages in a class action suit against Redfern, and have arranged a meeting with a
lawyer. Prepare for your meeting by familiarising yourself with the facts >f the case. Be ready to
provide your lawyer with any further background information that might be needed.

Additional material
 Contract law

The facts of the case

Your law firm has asked you to review the following case in preparation for a meeting with a client.

Read this description of the facts of the case. What is the legal issue here?

Deep Blue Pools Ltd began as a small business in 1997, manufacturing and installing high-quality
swimming pools for private residences. It has since developed a reputation for excellence and has
received a number of lucrative contracts, generating substantial income for the company.
Last year, Gainsborough Construction Ltd contracted with Deep Blue Pools to build one swimming
pool for each of the ten luxury properties it is currently building in south-east England. Deep Blue
Pools was paid a total of £265,600 for the work.
Sometime after their installation, it became clear that each pool was shallower than the depth of
2.4m specified in the contract (by 25 to 50cm at different points). Deep Blue Pools claimed that each
pool was still safe for diving and there would be no loss of enjoyment.
Gainsborough Construction is claiming £312,680 to demolish and rebuild the pools to the proper
depth (cost of cure1), arguing that it is entitled to its exact preference concerning the pools' depth.
Gainsborough Construction also claims that Deep Blue Pools deliberately misled them as to the size
of the pools provided in order to reduce costs.
Deep Blue Pools says that the amount claimed is wholly disproportionate to the disadvantage suffered
by Gainsborough Construction, and that the houses are no less valuable. Deep Blue Pools also
claims that Gainsborough Construction has no real intention of effecting a cure, and that any damages
awarded would be an unfair 'windfall2'.

Task i: Speaking Task 2:

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

1
See Text 2 on the opposite page.
2
an unexpected profit or gain
 Relevant legal documents
Text r. Sale of Goods Act 1979, Section 53 (1-3)
{\.\ Where, there \s a. breach of vra.tta.nty1 bv the seller, or where the buyer elects (or is comyelled^ to treat
any breach of a condition on the part of the seller as a breach of warranty, the buyer is not by reason
only of such breach of warranty entitled to reject the goods; but he may—
(a) set up against tiie seller the breach of warranty in diminution2 or extinction of the price, or
(b) maintain an action against the seller for damages for the breach of warranty.
(2) The measure of damages for breach of warranty is the estimated loss directly and naturally
resulting, in the ordinary course of events, from the breach of warranty.
(3) In the case of breach of warranty of quality such loss is prima facie3 the difference between the value
of the goods at the time of delivery to the buyer and the value they would have had if they had
fulfilled the warranty.
1
In some jurisdictions, contract terms are classed as either warranties or conditions. The breach of a warranty can give rise to
a claim for damages, but not to a right to treat the contract as terminated. The breach of a condition can give rise to a claim for
damages and also gives the the right to treat the contract as terminated.
2
the act of decreasing or lessening something; reduction 3 at first sight; accepted as correct until disproved

Text 2: excerpt from a textbook on contract law

Diminution of value, cost of cure or loss of amenity afterwards by replanting 'coconuts and other food-bearing trees'.
The claimant's loss of the expected performance 1 can be The company failed to do this, and the islanders claimed the
measured by: cost of cure calculated at $73,140 per acre. The court denied
• 'diminution of value' (the market value of the this because, by the time of the action, all the islanders had
performance the defendant undertook minus that resettled some 1,500 miles away after their island was devastated
actually given), or by events of World War II. They were only entitled to the
• 'cost of cure' (the cost of buying substitute exact diminution of value, which was assessed at $75 per acre.
performance from another). |The assessment of damages) is subject to the
requirement of reasonableness which necessitates an
The two measures may produce the some amount. For example, assessment of:
where a seller fails todeliver goods (worth £5,000) before the (a) the claimant's purpose(s) in contracting;
buyer has paid the contract price (£4,000), the buyer can, in (b) whether the claimant has cured or intends to cure; . and
accordance with section 51(3) Sale of Goods Act 1979, claim the (c) the proportionality between the cost of cure, the
difference between the contract price and the market price of contract price, the benefit already received by the
the goods (£1,000). However, in certain cases, the two claimant, and the benefit which cure would add to
measures may produce wildly different results. In Tito v. that benefit.
Waddell(No2) (1977) a company was granted a licence to mine
phosphate on Ocean Island, a small Pacific island, and
promised to restore the island

the fulfilment of one's obligations required by contract

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

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

Case Study 1 Contract law

 Company law

The facts of the case

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

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

Task i: Speaking Task 2: Writin

Divide into two groups, with one group representing Alex and Leslie Write a letter of advice I
Ballentine and one group representing Cordeaux Gabelle. one of the parties (your
choice), in which you
1 Prepare for negotiations with the other party. You should:
outline the legal issues
O identify the legal issues of the case and determine arguments for raised by the case, refer
your side; 0 list the strengths and weaknesses of your side of the case; 0 to relevant statutes or
list the strengths and weaknesses of the other side of the case; 0 decide related cases and providi
which parts of the relevant legal documents most strongly support your opinion as to the
your case and can be used to argue against the other party's case; 0 likely outcome of the
make notes for the negotiation: What are your goals? What are you case.
willing to give? What are you not willing to give?
2 Pair up with a representative of the other party and attempt to negotiate a
settlement.
3 Report the results of your negotiations to the class.
 Relevant legal documents
Text i: an outline of civil liabilities under the US Securities Act of 1933,
sections 11 and 12

To claim under either s.ll or s.12, the buyer must prove a material misstatement
or omission of a material fact. Section 11 liability flows from the requirements
for filing a registration statement. Liability under s.12(a) (2) flows from the
requirement to distribute prospectuses. Under sections 11 and 12, the issuer of a
registered security may be liable to the buyer for damages if the sale of the
security included a reference to false or misleading information. The buyer does
not have to show any reliance on the false statements. The issuer is strictly
liable (liable without fault). This liability is subject to a defence of reasonable
care; the issuer may avoid liability if it can be shown that reasonable care was
taken in providing information concerning the security in dispute.

Text 2: excerpt from the Supreme Court judgment in Arthur L Gustafson, et al. v.
Alloyd Company, Inc. fka Alloyd Holdings, Inc, et al. [February 28,1995]

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

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

Where do Secondary Market Purchasers Stand After Gustafson?

by Joseph S. Allerhand and Benjamin M. Hain (corporate counsel), February 1999
Sixty-five years after the passage of the Securities Act of 1933, and nearly four years after the Supreme Court's decision in Gustafson
v. Alloyd Co., a deceptively simple question remains unresolved: who has standing to sue under sections 11 and 12(a)(2) of the
Securities Act? Specifically, is standing limited to investors who purchase securities in public offerings, or does standing extend also to
investors who purchase securities in the secondary market but can 'trace' their securities to those registered and sold in the public
offering?
With regard to standing under s. 12(a)(2). before Gustafson the courts were divided as to whether standing was limited to purchasers of
securities in public offerings, or whether standing extended also to all purchasers in the secondary market, irrespective of whether the
purchased securities were traceable to the public offering. There is currently no consensus among district courts as to the impact of
Gustafson on s.ll's standing requirements. Although Gustafson dealt with a 5.12(a)(2) claim, several district courts have nonetheless
applied Gustafson's holding and broad language to s. 11, and held that standing under s.l 1 extends only to purchasers in public offerings.
Other district courts have taken the opposite position: they have refused to extend the holding in Gustafson to s. 11 claims, and have
continued to grant standing to secondary-market purchasers of securities that are traceable to the public offering.
Reprinted with permission from Joseph S. Allerhand of Weil, Gotshal & Manges LLP.
Originally published in the Febraury 1999 issue of Metropolitan Corporate Counsel.
Case Study 2 Company law
 Case Study 3:
Litigation and arbitration: an employment law case

The facts of the case

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

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

Task l: Speaking
Divide into two groups, with one group representing Johnson and one group representing
Redlin and Orbison.
1 Prepare for negotiations with the other party. You should:
0 identify the legal issues of the case and determine arguments for your side;
O list the strengths and weaknesses of your side of the case;
0 list the strengths and weaknesses of the other side of the case;
C decide which parts of the relevant legal documents most strongly support your case
and can be used to argue against the other party's case; 0 make notes for the
negotiation: What are your goals? What are you willing to give?
What are you not willing to give?
2 Pair up with a representative of the other party and attempt to negotiate a settlement.
3 Report the results of your negotiations to the class.
1
To make partner means to become a partner in the firm
Task 2: Writing
Write a letter of advice to one of the parties (your choice), in which you outline the
legal issues raised by the case, refer to relevant statutes or related cases and
provide your opinion as to the likely outcome of the case.

Relevant legal documents

Text r. excerpt from the Equal Pay Act 1970

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

Text 2: excerpt from a case brief Lower pay for woman professor

violates Equal Pay Act

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

Text 3: excerpt from job advertisement for the position Chiara

Dohnson applied for

GLOBAL LAW FIRM expands intellectual Property Practice group. Work wiili two
partners willing to mentor and offer unlimited career growth possibilities. Two to live
years' experience in intellectual property with either electrical engineering, computer
engineering, or computer science undergrad; prefer patent bar. Job responsibilities
include patent litigation and prosecution matters.
Salary is higher than the paid national average for associates. Firm pays all relocation
costs. Firm allows applicants to take required state bar: firm cover coses for prep
coarse. Job openings in Atlanta, DC and New York.

Case Study 3 Employment law

 Answer key

Unit i whose application otherwise demonstrates first-rate

personal qualities and experience. He might be
1 1 criminal law, contract law, tort law, land law, equity and considered suitable due to his proven business skills
trusts, administrative law and constitutional law and experience, but we cannot be certain.
2 company law, commercial law, and litigation and 3 Meral wouldn't be suitable, as candidates must apply
arbitration by 31st July two years before the start of the training
2 1 F Family law is usually an optional course in the UK. contract, and she wants to start next year.
2T 4 Oren would be suitable. Barker Rose accept students of
3 F Law clinics give law students the opportunity to learn any discipline.
about the day-to-day work of a lawyer. 20 1 F (They are approaching their mid-term exams.)
4 F Today, commercial law firms expect recruits to have a 2 NC (We are told that she is a graduate, but not what
good command of English. she studied.)
3 legal writing, legal research, legal practice, legal 2 F (They have yet to become partners.)
assistance, legal community 3T
law degree programme, law student, law practice, law 5 F (There were seven lawyers in 1979.)
clinic, law firm 6T
6 The university is not in the UK. since this two-year 21 1 £36,000
programme does not include some of the usual 2 Associates receive a year-end bonus depending on the
compulsory courses in the UK, such as land law, equity firm's overall profitability, how many hours they have
and trusts, and administrative law. Other indirect evidence worked during the year and how long they have worked
includes: for the firm.
C -ize/-yze spelling (e.g. familiarize, analyze), which is 3 A standard medical-benefits package, life insurance,
frequently (but not always) written with an s in British a retirement plan and voluntary dental insurance.
English (e.g. familiarise, analyse); C the use o-" the 2 1,800 to 2,000
serial comma (i.e. a comma before the 4 Seven
final and) in lists; C the mention of homicide, which is 22 la 2a 3b 4b 5b
used more frequently 23 1.2 1 lines 1-2 2 lines 5-7 3 lines 7-8 4 lines 8-12 5
(but not exclusively) in American English to refer to lines 13-20 6 lines 21-29 7 lines 30-41
murder and other killings of people, including causing 1.3 8 lines 1-7 9 lines 8-25 10 lines 26-37 11
accidental death, and impeachment, Q prominent lines 38-44 12 lines 45-53
mention of US institutions such as the 24 1 Hello, everyone, and thanks for coming along.
Uniform Commercial Code, state and federal courts 2 It's great that so many of you were able to make it this
and the constitution. morning.
7 1 Contract law 2 Tort law 3 Criminal law 3 OK, let me just start by introducing myself.
4 Constitutional law 5 Legal research and writing 4 I've been asked along to talk about the ...
8 1 Introduction to law 5 ... a programme I'm sure will be of particular interest
2 Legal research and writing to you as ...
3 Evidence 6 It's right now that you need to ...
11 Heidi's course Pavel's course 7 I remember when I ...
(Speaker 1) (Speaker 2) 8 I know from my own experience that...
1 / 9 There are three main points I'd like to cover today.
2 / 10 First, I'll start by giving you a little information about
3/ • Barker Rose. I'll then go on to outline what we have to
4/ / offer to new associates. Finally, I'll also talk a little
5/ / about what we expect from our potential graduate
6 / recruits.
13 lb 2c 3d, h 4a 5d 6d 7 f 8g, h 11 So, to start with, who are Barker Rose?
9e 12 This brings me to my next point: what...
13 1 more practical 2 best 3 more challenging 13 This leads directly to what ...
4 more time-consuming 5 most useful 6 easier 14 Let's now move on to what we ...
16 1 You do not need a law degree to enter the Graduate 15 To summarise. Barker Rose ...
Recruitment Programme, just a 2:1 degree in any subject. 2 16 Finally. I'd like to remind you about what I said at the
Barker Rose will pay the full course fees for both the GDL beginning of my talk today.
and LPC plus maintenance of £6,000 during the GDL and 25 The presentation is not very formal, although the general
£7,000 through the LPC study year. tone and subject matter remain serious throughout.
17 1 Andrea wouldn't be suitable for Barker Rose, as they The speaker uses friendly, often quite colloquial or
only work in the field of commercial law. 2 Although informal language, e.g. It's great that so many of you were
Sandip only got a 2:2, the advertisement says that Barker able to make it this morning, OK
Rose are willing to progress candidates
Language Focus 4 Probable readiness refers to the first date on which it is
most likely that the buyer will make a ship available to
lie 2d 3e 4a 5b the seller for the purposes of loading and transporting
2 1 legal 2 law 3 law; legal 4 legal; legal the goods that are the subject of the contract.
3 a by; about b of; for c on; to d by e about; from f 5 Shall means the same as must.
for g about; at h with i to; to 23 1 Decide on the date that the goods will be shipped (=
4 If 2d 3a 4c 5e 6h 71 8b 9g

Unit 2
2 An offer must be made and it must be accepted. In some
legal systems, the parties must give (or promise to give)
each other something of value.
3 The two remedies mentioned are damages and specific
performance.
4 1 F (In most legal systems, parties must give ...)
2 F (An offer must be accepted before a contract is
agreed.) 3T
4 F (A court may force the party to perform the contract.)
5T
5 1 formation 2 counter-offer 3 terms 4 oral contract
5 obligations 6 breach 7 damages
6 1 accept an offer, make an offer, reject an offer
2 breach a contract, form a contract, negotiate a
contract, perform a contract
2 award damages, accept damages
3 file a lawsuit
7 enforce a contract, negotiate an offer
8 1a party makes an offer
a party accepts an offer a
party rejects an offer a
party breaches a contract
a party performs a
contract
2 the parties negotiate an offer
the parties negot ate a
contract the parties form a
contract
3 the court enforces a contract
the court awards damages
4 a lawyer files a lawsuit
a lawyer negotiates an offer a
lawyer negotiates a contract
9 The term remedy refers to the means to achieve justice
in
any matter in which legal rights are involved.
10 The most common remedy is damages.
11 The student is confused about the meaning of the word
damages, which refers to money paid in compensation
for a loss. He confuses it with the word damage.
10 3,5,6
15 1,5,6
15 Allow me to clarify is the most formal. A lawyer might use
it with a client he/she does not know well, for example.
18 The general subject of the lecture is contract formation.
19 1 The speaker mentions the terms agreement,
consideration, negotiation, offer and acceptance. 2 The
lecturer will talk about consideration in more detail next
time.
20 1 agreement 2 consideration 3 legal 4
negotiations
5 accepted 6 price 7 communicated 8
silence
9 price 10 binding 11 consideration
22 1 vessel
2 The clause deals with the amount of notice needed to
be given for the delivery of goods by ship.
3 buyer and seller
 transported by ship). Clause 2a reads: The buyer as to relieve the non-breaching party / parties of their
shall nominate the date of shipment. contractual duties (i.e. the breached term may be found
2 Notify (= tell) the seller of this date at least two weeks in to be a condition, rather than simply a warranty).
advance. Clause 2a reads: The buyer shall give the 28 2 If we offer a generous out-of-court settlement, they
seller at least two weeks' notice of probable readiness might not sue us.
of vessel(s). 3 They might sue you if you breach the contract.
3 Notify the seller of the approximate quantity of goods to 3 If you can assure us that such a breach will not
be loaded (= similar amount but not necessarily the happen again, then we might not take any further
exact final amount). Clause 2a reads: ... and of the action.
approximate quantity to be loaded. 4 I think we can/could work together again in the future.
4 Arrange a port at which the goods can be loaded on 5 If you raised your prices, we couldn't work together.
to a ship. Clause 2b reads: Upon notification of 29 1 In paragraph 2, two days' notice should read two
probable readiness of vessel(s), the seller shall weeks'
nominate a port for the loading of goods. notice.
25 1 Drexler. 2 In paragraph 2, a lorry for the transportation of
2 Because Drexler breached one of the terms (clause goods should read a port for the loading of goods.
2a). As a consequence. Export Threads were unable to 3 In paragraph 4, the courts would rule against you
arrange for a port for the loading of goods. should read the courts would rule in your favour/ for
2 No. you.
3 Yes. 4 In paragraph 5, renegotiate should read terminate.
3 If the term breached by Drexler was a condition. 30 la 2d 3e 4c 5b
Export Threads could end the contract. 31 I am writing to summarise our discussion and to confirm
26 I don't understand: I don't see how...; I'm sorry, I don't your instructions.
follow you. What exactly are you saying? You told me that ...
Giving an explanation: It's like this ...: in other You now wish to ...
words. ...; The legal issue here is whether or not ...
I'll try to be a little clearer. Recent case law suggests that...
27 ale 2b 3a I will write a letter to ...
c Where one party has, based on reasonable reliance Please do not hesitate to contact me if you have any
upon the promises of another party, changed Its questions.
position, then it may be argued that there is an With kind regards
enforceable contract. In cases involving a chain of
sales, several parties must rely on the performance by
a third party / third parties of a collateral contract before
they can perform their own contracts. The
consequences of certain breaches may be so severe
Answer key
32 To: Joanna Staines assign assignment assignor/assignee assigning
Subject: Burnett TV Supplies
breach breach (non-)breaching
Dear Ms Staines
Thank you for coming to see me this morning to discuss negotiate negotiation negotiator negotiating
your problems with Burnett TV Supplies. I'm writing to offer offer offeror/offeree
summarise our discussion and to confirm your instructions.
rely reliance reliable
You told me that Berlingua recently bought a new satellite
system (including built-in hard drive) for educational use 2 2 to; under 3 against 4 in 5 to; for 6 for
at 50% of the normal price from Burnett TV Supplies. This 3 2 I don't follow you.
was to be used to record foreign-language TV programmes 3 I don't understand that.
for use during lessons. When you first set the system up 4 I don't know what that word means.
and tried to record, you realised that the timer function was 5 That doesn't make sense to me.
broken. When you contacted Mr Burnett to ask for a 4 2 accepted 3 created 4 breached 5 claim
replacement, you were told that you couldn't expect it to
work perfectly at such a cheap price. They refused to replace
the system, but did offer to repair it at a cost of £130. The Unit 3
law is very clear on problems such as yours. If a reduction lalb 2c 3a
is offered due to a defect in the product, this defect must b The cases all have in common that people were
be pointed out at the time of purchase. As Mr Burnett did harmed (either physically, emotionally or through
not do this, you may claim either a full refund (at the price suffering loss) due to the actions of another.
you paid) or a replacement system. Please couid you 2 1 act 2 harm 3 party 4 damages
confirm which of the two options you would prefer? I will 3 1 The two main objectives of tort law are to provide relief
then write to Mr Burnett on your behalf. I am quite sure for the loss or harm suffered and deter others from
that he will see sense; he would have little or no chance committing the same civil wrongs.
in a small claims court. I look forward to hearing from you. 2 Some of the types of loss mentioned in the text are
Kind regards Susan Carter damage to property, loss of earnings capacity, pain and
suffering, and reasonable medical expenses.
Language Focus 3 An injunction is a court order telling someone to
stop doing something or compelling him/her to do
i something.
Verb Abstract Personal noun Adjective 4 strict liability tort
noun
41b 2e 3d 4c 5f 6a
 5 1 civil wrong 2 injured party 3 monetary damages 4 appellate court affirmed the judgment of the first court.
medical expenses 5 fraudulent misrepresentation 6 The
contractual relations defendant appealed once more, and the Court of Appeals
6 Examples of assault include hitting a person with a stick reversed the decision of the first two courts.
or a fist, drawing a weapon, and throwing something with 14 Compensatory damages refers to money awarded to
intent to wound or strike. Examples of negligence include reimburse actual costs incurred by the injured party, such
a local authority digging a hole in a public footpath and not as medical bills and lost wages. Punitive damages is the
taking steps to prevent people from falling into it, or when a term for money awarded to an injured person, over and
building owner leaves dangerous electrical wires exposed. A above the measurable value of the injury, in order to
person who enters another person's property or home without punish the tortfeasor. In jurisdictions that allow punitive
permission may be liable for trespass. 71b 2d 3f 4a damages, these awards can often be significantly higher
5c 6e than those for general damages.
8 1 The name of the case is Palsgraf v. The Long Island 15 1 He thinks the lawsuit is not to be taken seriously, and
Railroad Company. that the amount of damages awarded is far too high for
2 The defendant is the Long Island Railroad Company. the injury suffered.
3 The claimant is Ms Palsgraf. 2 The claimant/plaintiff received third-degree burns from
4 The defendant is alleged to have directly caused the spilled coffee.
injury suffered by the plaintiff/claimant. 3 McDonald's refused to settle because they most likely
9 1 The lower court found for the plaintiff/claimant. thought the claimant/plaintiff could not win the case, as
2 The appellate court affirmed the judgment of the first court. in other cases the courts had ruled that coffee burns
2 The court determined that the explosion of the fireworks were an open and obvious danger.
was the proximate cause of claimant's injuries. 4 At first, Liebeck was awarded $200,000 in compensatory
10 Sections 3 (Procedural History), 5 (Ruling) and damages, which was then reduced by 20% to $160,000.
6 (Reasoning) all contain information about the decision of The judge also awarded her $2.7 million in punitive
the highest court. damages, which was then reduced to $480,000.
11 1 claimant/plaintiff 2 defendant 3 finds for 4 appeal 5 It is not known how much she finally received in damages,
5 appellate court; court of appeals 6 affirms 7 but it is thought that the amount was under $600,000.
reverses 16 1 settlement 2 defendant 3 found for 4 awarded 5
12 The claimant was injured when a railroad employee caused damages 6 punitive 7 appealed
a package of fireworks in another passenger's arms to fall 17 1 The serious purpose of the Stella Awards might be that
on the train track. The resulting explosion caused some they question whether those involved in the cases are
equipment to fall, injuring the claimant. The claimant sued using the courts to achieve justice for the injured
the defendant, the railroad, for negligence. The trial court parties. or whether they are simply trying to take
found for the claimant. When the defendants appealed, the advantage of the so-called 'compensation culture' to get
money from anyone they can.
18 1 (law) students and qualified lawyers 8 Unless they replaced the laptop?
2 no 9 Did you leave the shop without the laptop?
3 interviewing, negotiating and advocacy 10 What do you mean?
19 1 tribunal 2 litigant(s)-in-person (US: pro se) 3 advocacy 11 To hurt Carmecom0
21 1 a laptop (computer) 12 You didn't just want a replacement?
2 One of the pixels was burned out (not working). 13 Anyway, what happened next?
3 Under the terms of the guarantee, seven pixels had to 14 How did they react to this?
be burned out before the laptop would be replaced. 15 So they asked for your address - is that right?
Charles's laptop had only one burned-out pixel. 10 What did the letter say exactly?
4 One option would have been first to threaten and then Charles's questions
to seek legal advice. Charles might also have 16 ... are you one of the lawyers?
complained to a consumer organisation. In some 17 Could I see a lawyer, please?
jurisdictions, media sources carrying advertisements 18 Can't I just speak to a lawyer directly?
have an obligation to follow up complaints arising from 24 1 c 2 a 3 b
problems with their advertisers, so this might have been 25 1 If I don't sign the retraction, will I have to go to court?
a further option. 2 How long do you think a trial would last?
22 1 Charles threatened to write to as many mailing lists 3 What would be my chances of winning?
as possible to tell people not to buy computers from 4 Would I have to pay anything for my defence?
Carmecom. b What are the consequences if I lose the case? 6
2 Charles stood outside and told potential customers Do you think there is a chance of me getting a new
about his experience with Carmecom. He also told computer?
Ihem not to buy anything from the store, as their 26 This is the most likely grouping. In some cases (e.g. k),
computers were 'rubbish' (poor quality). an argument may be made for having a point in more
3 Charles has to sign a retraction or he will be sued for than
defamation. one section.
23 Nick's questions 1i
1 ... could you first tell me what happened? 2b,d,g,j
2 And there was a problem with it? 3 a, e, h, k
3 So you took it back to the shop? 4 c, f, k, I
4 What did they say?
27 Ideas for this task are discussed in the answer to
5 And you didn't accept this?
Exercise 28.
6 Did you see the laptop working in the shop before
28 Generally speaking, Nick did well, especially considering
buying it?
the fact that he is a student volunteer and not a trained
7 So what did you do when they refused to replace it?
lawyer. Nick may have got more information earlier on
from Charles had he used more open questions, e.g. when Nick asked So you took it back to the shop?
Charles's response was fairly brief, and Nick then had to
ask a second, open, question in order to find out exactly
what happened. Open questions allow the client to tell the
story in their own words; the less this flow is broken, the
more information the client is likely to give. Nick could
have used active listening techniques to periodically
summarise what had been said. Although he didn't do
this, he did seek confirmation where necessary. Towards
the end of the interview, Nick seemed to make a
subjective judgment on Charles's behaviour, which caused
Charles to become defensive: Nick: Well, they're probably
just trying to stop you from
taking your campaign any
further. Charles: It's hardly a
campaign!
At the start of the interview, it seemed that Charles might
be a difficult client; Nick handled this well, and gained
Charles's confidence early on.
29 1 Defamatory describes a statement or action that injures
a person or a company's reputation. 2
He must sign a retraction by a given date.
30 Charles went straight to the front of a queue of shoppers.
Charles demanded a refund immediately (and not a
replacement).
Charles dropped a bag containing the computer onto the
cash desk.
Charles shouted (alleged defamatory) statements as he
left the shop.
Charles was carrying a second bag from one of
Carmecom's competitors. (The implication here is that
Charles bought the same laptop at a different shop for
less money - which is the real reason that he wants his
money back for the computer he bought at Carmecom.)
Carmecom have lost business due to Charles's actions
(during the interview, this is what Charles said he
wanted).
31 Nick should begin with an open question:
How would you answer the allegations made in the
letter?
He should then ask more specific questions to find out
more detailec information on particular points:
Exactly what allegations did you make against
Carmecom?
He would finally use a closed question to confirm his
understanding or check particular points:
Was this allegation true?
32 1 tort 2 statement 3 Libel 4 Slander
34 As the advice given will be dependent on the true facts of
the case, it is important that the lawyer finds out exactly
what happened. Depending on the facts, the lawyer may
advise Charles to sign the retraction to avoid further legal
action. However, assuming that Charles' version of events
was accurate, Charles could raise a 'justification by truth'
defence to the allegations of defamation (should the case
proceed to trial). Charles could then make a counter-claim
in order to pursue his demands for compensation for the
faulty laptop. Alternatively, Charles could simply deny the
facts. However, should the case then go to court, this
might be a difficult defence to prove, as he has already
admitted some of the allegations.
35 d, c, a, e, b
36 Dear Sirs
Re: George Hardy, Carmecom Ltd.
Alleged defamatory statements made by Mr Charles
Tholthorpe
We write to advise that this matter has been referred
to us. All further correspondence should be sent to the
 above address. taswtf ■?.
Our client denies completely the version of events
presented in your letter of 5 December 2008.
We can confirm that our client requires a full refund for the price A judge resolves a dispute, renders a verdict, sentences an
paid for the faulty laptop computer. We look forward to receiving offender, suspends a sentence.
payment of £899 within 14 days, failing which we will take steps to 6 A crime is a wrong committed against society and requires
issue proceedings. Yours faithfully criminal intent; a tort is a wrong committed against an individual
and does not require criminal intent.
7 1 is committed 2 is punished 3 is put 4 is fined 5 is
Language Focus committed 6 was caused 7 are tried
i 8 is brought 9 is resolved 9 The passive voice is used to focus on
the action, not on the person doing it. The agent is named in ... the
harm which was caused by the wrongdoer and An action is
misrepresent misrepresentation brought by a governmental body ...
interfere interference 10 1 (to) be 2 past participle 3 by
11 1 was charged 2 was tried; was acquitted
settle settlement
3 was found; was sentenced
injure injury 12 Id 2f 3a 4e 5b 6c
sue suit The passive is used in these examples because the action which
can be taken in each case - the punishment given to an offender
award award
- is the focal point of the sentence, rather than the agent (in this
rule rule, ruling case, the courts) who takes the action.
14 He thinks it is as serious as violent street crime.
noun adjective 14 1 F (Professor Poulos says 'I do think that with the growth of
technology ... the opportunities for white-collar crime have
negligence negligent
increased greatly'.) 2 F (Professor Poulos says
liability liable Before the federal government changed the sentencing of white-
intention intentional collar criminals, the very strict punishments [...] for [...] street
crime drove many people [...] to white-collar crime because it
compensation compensatory gave them more rewards for less risk.' [i.e. the situation is now
procedure procedural different] 3 T 4 T 5 F (Professor Poulos says 'Part of the slow
recovery of the economy is the effect of white-colar crime on the
reason reasonable
investment environment'.)
appeal appellate 16 1 has led to 2 has a big impact on 3 affect
4 impacted 5 adversely affect 6 is the effect of
2 2 found for 3 awarded 4 appealed 5 reversed 6
17 1 e 2c 3d 4a 5b
affirmed 7 found that
19 1 audi: manager 2 market abuse 3 He knew that the
3 1 What are the facts of the case? / Could you tell me the
company was planning to sell its electrical division.
facts of the case?
4 He made a profit of £3.750.
2 Did you know the trunk was broken when you received the car?
20 1 F The case was heard before the Financial Services and
3 You couldn't close the trunk? / The trunk could not be closed? /
Markets Tribunal.
When did you find out that the trunk was broken?
2 F Mr Mohammed was sentenced to pay a fine for his
4 Where were you standing? / How did you try to close the trunk?
crime.
/ What did your friend do?
3 F The defendant was partially responsible for the audit
5 Did you see the car coming? / What happened next?
of the company. 4T
21 1 confidential 2 purchase 3 proposed 4 held

Unit 4 23
5 provisions
a 1 Identity theft occurs when someone uses someone
2 embezzlement, fraud, insider dealing, money laundering, tax else's personally identifying information, such as their name,
evasion social security number or credit-card number, without their
2 1 The state initiates a criminal case, while the victim permission, to commit fraud or other crimes. 2 Possible
brings the suit in a civil case. answers include: credit-card fraud, services (utilities) fraud,
2 Offences against the person, offences against property, public- banking and financial fraud, government documents fraud
order crimes, and business (or corporate) crimes. (e.g. getting an official ID in the name of another persor).
3 In criminal cases, the burden of proof is often on the prosecutor 24 If 2a 3d 4e 5c 6b
to persuade the trier that the accused is guilty beyond a 26 1 Changing addresses 2 Phishing 3 Stealing
reasonable doubt of every fact of the crime charged. If the 4 Bin raiding
prosecutor fails to prove this, a verdict of "not guilty' is 27 1 Criminals may ensure that bills and bank statements
rendered. In civil cases, the claimant generally needs to show a are sent to an address other than the victim's.
defendant is liable on the balance of probabilities. 2 They must verify your identity before issuing credit to you.
4 A felony is a more serious offence, and a 3 Creeting look-alike websites, often of banks and other
misdemeanour is a less serious offence. financial institutions, and duping people into visiting them and
4 Id 2f 3a 4c 5b 6e giving out personal information.
4 An offender commits a crime. A
victim brings a suit.
A lawyer resolves a dispute, brings a suit, (commits a
crime).
The court resolves a dispute, renders a verdict, sentences
an offender, suspends a sentence.
4 On the grounds that the customer's negligence was a 5 Although banks generally claim they will never send
contributory factor. emails to their customers asking for, or quoting, any
 confidential information about the customer, they often 6 corporate law, corporate contracts, corporate personality,
do just that. corporate governance, corporate rights, corporate
28 la 2c 3a 4c finance. corporate insolvency
30 Advice 8 a The professor discusses both advantages and
If you think you may be the victim of identity theft, you disadvantages of corporations. b 1 According to the
should place a fraud alert on your credit report as soon speaker, the primary advantage of a corporation is that its
as possible. owners (stockholders or shareholders) are not personally
You should then review your credit reports carefully. liable for the debts and liabilities of the corporation.
Obligation 2 The significant disadvantage he mentions is double
... members of the public are ... being told that they must taxation, which means that in some cases a
be more vigilant about discarding personal records. corporation pays a corporate tax on its corporate
... potential creditors must use what the law refers to as income, and the stockholders pay income tax on the
•reasonable policies and procedures' ... dividends they receive.
31 1 don't have to 2 mustn't 3 One way to avoid double taxation is to make a
32 Note: these are the most likely answers, although others special election to be taxed as a pass-through entity,
may be possible, depending on the context. like a partnership or a sole proprietorship; the
1 must / have to (obligation) corporate profits 'pass through' to the owners, who
2 must / have to (obligation) pay taxes on the profits at their individual tax rates.
3 should (advice) 9 a The speaker mentions five advantages and three
4 must / have to (obligation) disadvantages. b 1 corporation 2 sole proprietorship
5 should (advice) 3 corporation
6 have to (obligation) 4 partnership; sole proprietorship 5 corporation
c 1 debts 2 savings 3 life 4 money 5 transfer
6 cost 7 formalities 8 tax 10 a The main advantage
Language Focus of a corporation is that its owners,
1 1 for 2 of 3 against 4 of 5 to 6 on 7 on 8 on known as stockholders or shareholders, are not
2 1a prove b proof (prove) personally liable for its debts and liabilities.
2 a prosecution b persecution (prosecution) One major disadvantage of a traditional corporation is
3 a prescribe b proscribe (prescribe) double taxation.
3 1 The co-conspirators were found guilty on several Corporations eniov many advantages over partnerships
counts, and sole proprietorships.
most notably fraud and conspiracy. But there are also disadvantages.
2 Employees, consumers and citizens alike are affected So what is the main advantage?
by white-collar crime. The second benefit of corporations is self-employment
3 The former CEO was sentenced to 87 months in tax savings.
federal prison for his role in arranging fraudulent loans The third advantage of a corporation is its continuous
that led to the company's forced bankruptcy. life.
4 If the prosecutor fails to prove that the accused is guilty The fourth advantage is the fact that it is easier for a
beyond a reasonable doubt, a verdict of 'not guilty' is corporation to raise money.
rendered. The fifth and last advantage is the ease of transfer.
5 The company founder was prosecuted for tax evasion. The first of these drawbacks is the higher cost.
and he is now serving a three-year sentence. The second disadvantage is the formal organisation
6 The prisoner was put on parole after four years of good and the corporate formalities.
conduct in prison. The third and final disadvantage is unemployment tax.
7 The defendant was given a suspended sentence for b 1 main 2 major 3 enjoy; over 4 benefit
the theft of his sister's car while intoxicated. 5 drawbacks
13 Although it is not explicit in the letter, Pippa is definitely a
person concerned by green issues. She is possibly also
Unit 5 involved in campaigning.
2alT 2T 3T 4F (The memorandum of association 14 1 The sourcing of palm oil
states the principle object of the company. b A sole 2 Sections 172 and 417
proprietorship is a business that is owned by a single 3 The Secretary of State for Business. Enterprise and
individual who earns all the profits and assumes all the Regulatory Reform
liabilities. In the case of a partnership, these profits and 15 1 The process of identifying, conducting negotiations with
liabilities are shared between the partners, who between and forming supply agreements with vendors of goods
them own the business. A publicly listed company is one and services
which is able to sell its shares to the public and whose 2 A legal obligation to consider certain matters when
directors and shareholders are not personally liable for deciding on policy
the company's losses beyond their own investments in 3 Causing little or no damage to the environment
the form of shares. and therefore able to continue for a long time
3 1 has 2 manages; makes 3 own; enter into; sue 2 Duty to compel obedience to a law
4 invests 5 serves on 6 owes 7 monitor 8 owns; is 17 A copy of the press release of March 2005 and the
4 1,3,4.7 (environmental) policy statement. He hopes this will stop
51c 2a 3e 4d 5b 6f Pippa Solloway going to the press and saying that
Baggers don't care about green issues (the environment
and associated issues of concern).
 Answer
key
18 Not for at least another 12 months 3 c I also had to write patent drafts, which are
18 IT 2 F 3F 4T 5T incredibly detailed descriptions of the inventions in
19 1 e 2g 3c 4a 5b 6f 7d precise legal terms.
20 b 4 c It was interesting, although at times extremely
19 Subsection 1 is probably clearest, because the information difficult and demanding.
is set out as a list, although the words as between in If are 5 b But I quickly realised that what I liked best was
very difficult to understand. Subsection 2 is difficult to working closely with the other lawyers on litigation,
understand, because it takes a long time to get to the defending or enforcing patents.
subject and main verb of the sentence {subsection (1) has 6 a I usually spend most of the day reviewing
effect). The sentence also relies on omitting repeated documents, drafting agreements, meeting with clients and,
words (as in the parts with or and the phrase were to of course, answering emails. b Adverbs of time are usually
achieving, which need to be read several times before they placed before the verb; adverbs of manner can be before or
can be understood. Subsection 3 is fairly clear, although it after the verb; adverbs qualifying an adjective always come
would be much clearer if the certain circumstances were before the adjective. 8 1 carefully; remarkably 2 closely
spelled out, rather than hinted at. 3 quickly; mainly 4 extremely; regularly
24 Provision (d); possibly also (e), depending on how this 10 It is a letter of application replying to a specific
provision is interpreted advertisement.
25 In the case of charitable companies, a director must act in 11 1 She is applying to a commercial law firm in the UK.
the way he or she thinks would be most likely to achieve 2 She is interestsd in commercial law in general, but also
the goals of the charity. in debtor-creditor and negotiable instruments.
26 The duty to promote the success of the company may be 3 She worked at a small tax law firm for the summer.
qualified by {subject to) any future regulations 4 She has enclosed a resume (CV) and writing samples
concerning creditors (i.e. under certain circumstances, (letters).
the creditors' interests may come before those of the 12 successfully, particularly, frequently, especially, extremely,
company). sincerely, confidently, particularly
The writer uses the adverbs to intensify her statements
and convince the reader that she would be suitable for
Language Focus the internship.
i 13 lb 2h 3d 4k 5g 6g 7 a. I 8 i 9 i 10 f 11 f 12 c
13 e 14 m 15 m 16 c 17 j 18 j
13 The ad appeared on the website of a university's
form formation
internship programme.
register registration 14 1 Students taking International Commercial Law courses
incorporate incorporation in Mergers. Comparative Antitrust Law and World Trade
Law who get top marks on the essays they submit in
regulate regulation
these courses can apply for the internship.
enforce enforcement 2 Students will be selected on the basis of the essays
wind up winding-up they write for those courses plus an interview.
3 The internship will take place from May to July in the
dissolve dissolution
Powderhouse Sommerville Frankfurt Office.
fund funding 4 A student can apply using the online application located
on the page of the announcement.
2 The verb which does not collocate with company is 17 1 The term globalisation often refers to the increase of
enforce. You can enforce rights or enforce a law, for trade around the world, especially by large companies
example. 3a2f 3a 4b 5d 6e producing and trading goods in many different
b 2 constitutional documents 3 sole proprietor countries.
4 corporate funding 5 third party 6 publicly 2 There are many factors, including government policies
listed/owned company and trade agreements aimed at facilitating the free flow
of goods, services, capital and people across national
Unit 6 frontiers (e.g. the EU, NAFTA), the growth in power of
institutions such as the World Bank and the IMF, the
2 1 T 2 F (Non-contentious work includes these things.) 3 rise in power of corporations and the development of
F (The UCC applies to the USA, not the EU.) 4 T the Internet.
3 1 intellectual property 2 competition 2 a Globalisation has led to a rapid increase in the
3 a mercantile agency 4 carriage of goods 5 tax levels of international trade and capital mobility;
4 1 on behalf of 2 owe; creditors 3 transaction; lender information, goods and services emanating from one
4 payment part of the world are increasingly in demand globally.
5 1 To get a Master's degree in e-law. This creates challenges and opportunities for
2 He advises students to try out as many different areas businesses. b As capital moves away from fixed legal
of the law as they can and then to choose one they structures within nations, there is an ever-growing
are genuinely interested in. interdependency of transportation, distribution,
6 3,4,5,7,8. communication and economic networks across
7 a 1 a He's currently undertaking a Master's of e-Law at international borders. This raises the need for
Monash University. 2 b There's something about the commercial lawyers to develop increasingly complex
challenge of taking a complex commercial transaction legal frameworks within which companies can operate.
and expressing it clearly and concisely that really
appeals to me.
18 1 F (only goods) 2 F (they are paid a commission) 3 T
19 1 It enables a foreign supplier to penetrate an overseas calculating the entitlement under the compensation
market by benefiting from local knowledge with limited option are vaguer. The parties can choose between the
expenditure. 2 As sales build, principals often enter into two options, but the compensation alternative will apply
direct relationships with customers (avoiding the agent where there is no agreement for an indemnity. Both
altogether). terms refer to the payment of a lump sum, the main
20 Id 2c 3a 4b difference being the circumstances under which each
21 Time and money may be saved that would otherwise be particular form of lump-sum payment will be granted
spent checking to see if the contract conforms to local and calculated.
regulations. In cases where businesspeople choose 26 1 If stated in the contract.
to draft the contracts themselves rather than consult a 2 a) The agent has to have either brought new
lawyer (e.g. for contracts of limited economic value). customers or significantly increased sales with existing
model contracts can help reduce the risks of bad drafting. customers and b) the payment of an indemnity has to
22 Common provisions include: be fair (this will depend on the surrounding
• identification of the parties circumstances).
■ duration of the contract 3 The maximum amount of indemnity is one year's
• agent and principal responsibilities commission based on the agent's average earnings in
• payment of commission the last five years. If the contract has run for less than
• indemnity/compensation five years, the indemnity will be calculated on the
• applicable law and jurisdiction average for the period of the contract.
23 1 No. He can only change the conditions of sale wth the 4 Yes (17(8)).
consent of the principal. 27 Regulation 17 deals with the entitlement of a commercial
2 As this contract is for an indefinite period, under clause agent to an indemnity or compensation on termination
9 it can only be terminated following six months' notice of the agency contract, stating that it 'has effect for the
(by registered letter) before the end of a calendar purpose of ensuring that the commercial agent is, after
quarter. termination of the agency contract, indemnified [...] or
3 The provisions of the EEC Council Directive of 18 compensated for damage'.
December 1986 on the co-ordination of the laws of the Regulation 17(2) goes on to state that 'except where
Member States relating to self-employed agents the agency contract otherwise provides, the commercial
(86/653/EEC), together with the law governing the agent shall be entitled to be compensated rather than
agent's domicile (place of residence). indemnified'.
4 The competent Court in the area where the agent has Regulation 17(3) deals with entitlement to the indemnity
his residence or registered offices. and Regulation 17(4) establishes a cap to the amount of
24 According to clause 3. the agent has to carry out his the indemnity.
duties to the principal as well as he possibly can. The Regulation 17(5) provides the possibility for the
agent has to provide information to customers abojt the commercial agent to seek damages in addition to the
principal's business, and must tell the principal as soon indemnity.
as he has received a new order. Regulation 17(6) deals with the entitlement to
Clause 4 says that the agent needs permission from the compensation for the damage suffered by the agent
principal to change prices and conditions of sale, etc. 'as a result of the termination of his relations with his
Under clause 9, the contract is valid from 10 February principal'.
2006 and runs for an indefinite period. The contract can Regulations 17(7) and 17(8) deal with the circumstances
be ended by either the agent or the principal by in which this damage shall be deemed to arise.
registered letter. Six months' notice must be given, and 28 1 The company feels it no longer needs its agents in
this notice period must coincide with the end of a order to sell products in southern Europe. It is getting lots
calendar quarter. Clause 10 states that the provisions of of repeat orders and relatively few new customers, and
EEC Directive 86/653/EEC apply to the contract. If no longer wants to keep paying commission on all sales
Directive 86/653/ EEC does not cover a particular set of to its agents. 2 There is no maximum limit for
circumstances, the law of the country in which the agent compensation.
is domiciled must be considered. 29 1 No, compensation is also payable for any reasonable
Clause 11 says that any disputes concerning the contract expenses incurred by the agents.
must be heard before a court in the jurisdiction in which 2 Two years.
the claimant is resident or in which the claimant's 30 1 F (They are not in breach of contract.) 2 T
business is registered. 3 F (The agreement doesn't provide for an indemnity.)
25 1 The aim is to provide commercial agents with a level 4 T 5 F (It is valid for two years.) 6 F (The clause
of protection and security by ensuring that they are must refer to both the geographical area and the type of
compensated following termination of the agency goods.) 7 T
contract. 2 Under Regulation 17, there are two alternative 32 Dear Jenny
ways of calculating a lump sum payment following Compensation for early termination of agency contracts
termination of an agency contract: indemnity and Following our recent discussion, I understand that you
compensation. The circumstances under which an would like to end the current agreements with your agents
indemnity will be granted are outlined in 17(3), and the in France, Spain and Portugal. This should be done as
calculation of the indemnity is covered by 17(4). The rules quickly and inexpensively as possible. As I confirmed
for during our meeting, your agents would be entitled to
compensation should you choose to end the agreements
without first giving notice. Under current regulations, each
agent would be entitled to full compensation for lost
commissions that they would
 Answer
key
otherwise have expected to receive under the agency 4 A tenant signs a lease when he/she rents property from a
agreement. They would also be entitled to recover any landlord.
reasonable expenses incurred whilst performing their A landlord signs a lease when he/she rents property to a
duties as agents. tenant.
The contractual notice period is six months prior to the end When he/she inherits property, an heir receives a deed
of the calendar quarter. Although you have just missed one granting title to property.
calendar quarter, this does not necessarily mean that you A grantor transfers a title to property to another person by
would have to compensate for the (almost) full nine means of a deed.
months. However, your agents might be more willing to A grantee acquires an interest in property through a deed.
accept less generous terms if they were first given some A licensee receives permission to enter another person's
notice whilst still on full commission. I would suggest property through a licence.
offering a compensation package based on the following 5 indefinite (line 3). unlimited (line 11)
terms: (Note that although the adjective inheritable starts with
• an initial notice period of three months under full in-, in this case it's not being used as a negative prefix,
commission, during which time they would continue to i.e. it doesn't mean 'not able to be passed on to an heir'.)
fulfil their cuties under your agreement; 6 1 illegal; unsafe; unsanitary; illegal; unenforceable
■ a lump sum based on 50% of three months' lost 2 unable; impossible
commissions (calculated at the average monthly 3 indefinite; unlimited
commission paid since the commencement of the 4 unspecified; uncertain
agency agreements); 7 le 2c 3d
• reasonable expenses 7 Features that may make the text difficult for a learner of
These terms should be enough to deter most agents English:
from pursuing a more generous settlement. If you think • use of formal vocabulary
that there would be a reasonable chance of your agents
• many technical terms
accepting a lower sum, I would be very pleased to discuss • non-colloquial use of shall, may
this with you further. ■ long sentences, complex sentence structure
Please do contact me should you have any questions on 9 1 prior consent 2 commenced 3 mutual
this. 4 terminated 5 consecutive 6 comply with
Kind regards
7 contravenes 8 pursuant to
Clive Sanborn
9 designation 10 compulsory purchase 10 1 Generally
speaking, a formal style in writing and speaking is appropriate
Language Focus when dealing with official bodies and organisations, people
you do not know well (such as a new client) or with your
i
superiors (unless you know that they prefer a more informal
noun adjective style of speaking/writing). The factors that might affect the
merchant merchantable, mercantile choice of a more formal style include the nature of the
relationship of the people involved and the conventions of the
commerce commercial
text type in question (for example, a document to be
negotiation negotiable submitted to the court would be written in a formal style).
finance financial 2 Formal language would be most suitable for the seminar
presentation and seminar paper. Both, however, would
bankruptcy bankrupt
benefit from some paraphrases of technical language
2 1 negotiable 2 commercial 3 mercantile/commercial 4 into plain English, as this will aid communication. A
mercantile 5 mercantile/commercial 6 commercial/ more neutral register would be appropriate for speaking
negotiable and writing to a client (but see Background note below
3 1 Uniform Commercial Code 2 World Trade Organisation for further discussion of this).
3 United Nations Commission on International Trade Law 12 IT 2 F (A foreigner must sell inherited agricultural land
4 The missing word in all the expressions is patent. within a year.) 3 F (Foreign business entities may
5 1 on 2 of 3 by 4 on; of 5 for 6 into acquire buildings/structures on non-agricultural land.)
4 F (Foreigners can acquire land in Ukraine by buying
shares in a Ukrainian company that owns land.)
Unit 7 13 1 allowed to buy. exception, circumstances, ownership
1 a In common-law legal systems, property law distinguishes rights
real property (land and immovable property, such as 2 And this one is particularly important ...
houses) from personal property (often referred to as So, it is not possible for foreigners to own farmland. So,
chattel). Civil-law systems generally make a similar if they plan to do business and buy existing facilities or
division between movable property (personal property) and construct new facilities for business, they may have
immovable property (real estate). b Real property: a, c, e, certain ownership rights to land ... cannot buy farmland.
f, g Personal property: b, h, i 3 Let me stress that although foreigners can't own
farmland, they are allowed to lease it.
A large outdoor sculpture (d) could be either real or
The situation with non-agricultural land is quite different.
personal property, depending on how permanent a
In this case, it te possible for foreigners, ... Now let's
fixture it is.
turn to a very important point: the circumstances under
21T 2F 3T 4F
which foreign ownership of land in Ukraine is possible.
31b 2c 3a 4f 5h 6d 7e 8 i 9g
4 But I must point out... Now let's turn to a very important point: ...
Let me stress that ... 5 And this one is particularly important for ...
But I should stress that ... But I must point out that there are some significant
 exceptions. The periodic is the one that is automatically renewed at
16 1 deposit 2 rental income 3 mortgage the end of the tenancy period, right?
4 capital appreciation 5 purchase price 17 Yes, that's right.
17 1 purchase price 2 deposit 3 That's right.
mortgage 4 rental income That kind of thing, yes.
18 On the face of it. this seems like a good investment. 18 I'm sorry.
Possibilities for checking include speaking to an 19 I'm expecting a call in a few minutes, so don't have
independent financial adviser, running a search on an much time left.
independent financial website (e.g. www.fool.co.uk) and Thanks very much for your help.
comparing the figures quoted with those quoted by other 20 I'll be in touch nearer the time.
agencies. Not at all, and thanks for
19 1 From a colleague (Jordi Forrat) calling.
2 No Goodbye.
20 1 c 2b 3a 4b 28 a 19. 20 b 9 c 19. 20 d 16 e 10 f 15 g 13 h 7
16 1,2,4,5,6,8,9,12,14 i 15 j 16 k 12 17 m 16 n 2 o 8 p 14 q 11 30 _
21 1 T 2 T 3 F (In reply to Ms Cervera's question about Plan your call. Make notes on what you want to say
what happens if a developer goes bankrupt, Ms Fialova and write out important phrases or questions. _
replies That's rare in the Czech Republic'.) 4 F (If Practise what you are going to say before you call. Do
someone has used a property as security for a loan, the you need to speak more slowly? C As you make
lienholder would have a legal claim against the property if calls, write down any new expressions
the lien has not been satisfied.) 5 F (Restrictive you hear and add them to a phrase book. C If the
covenants limit the use of property.) 6 F (She speaker talks too quickly, don't be afraid to ask
recommends her brother as a letting agent for finding him/her to slow down. C At the end of a call,
tenants.) summarise what you have agreed
22 1 c 2d 3g 4h 51 6j 7a 8e 9b 10 f so that you can confirm you both understand.
25 1 A statutory periodic tenancy is automatically created.
2 The landlord can choose to evict the tenant, in which
case he/she must first serve notice (of eviction). Language Focus
26 1 5 2 six 3 1 September (year not given) 4 14,000 i
Czech crowns 5 28th 6 28,000 Czech crowns verb positive negative abstract noun 1
26 1 Novak and Fialova, how may I help? adjective adjective
2 How may I help?
limit limited unlimited limitation
I'd be very pleased to.
3 Hello, can I speak to Ms Fialova, please? define definite indefinite definition
4 Can I tell her who's calling? specify specified unspecified specification
5 It's Marta Cervera from Jacksons in Valencia.
inherit inheritable uninheritable inheritance
6 I'll put you through
7 Hello. Ms Cervera? enforce enforceable unenforceable enforcement
8 I'm calling about my recent email. apply applicable inapplicable application
I wondered if it would be possible to discuss some of
complete complete incomplete completion
the points over the phone?
... we wondered if you could handle the 2 1 real estate, real property
conveyance? I wonder if you wouldn't mind talking 2 prior agreement, prior consent
me through the essentials? 3 mutual agreement, mutual consent
I've just received the translated tenancy agreement and 4 exclusive agreement, exclusive possession
wanted to check on a couple of things. 10 Do you have a 32b 3g 4c 5a 6d 7f
moment? 42j 3e 4g 5h 6d 7b 8a 9 f 10 c
15 I thought so
Of course.
So I'd heard. Unit 8
Really? 21F 2T 3T 4F
That's right. 3 1 claimant; defendant; solicitor; barrister; court
Great, thanks. 2 arbitrator; arbitration tribunal (arbitration tribunal;
I'm pleased to hear that. arbitrator)
Really? 3 third party; disputing parties
16 It's a buy-to-let property that you're interested in, is that 4 Id 2a 3b 4c
right? 5 The website refers to mediation.
Right, so I don't need to form a limited company first to 6 ADR is often much quicker than litigation (in the USA, the
own property? average contract-based lawsuit takes two years; similar
Why? Are there tax advantages? cases in arbitration can be as short as five or six months).
Sorry, can you say that again, please? This can mean that arbitration is also much cheaper than
I'm sorry, what was your question? litigation. Parties can stipulate that the arbitrator must
What, like no animals - that kind of thing? have specific experience in the matter under dispute.
Judges may be experienced in law. but may not have
specific experience in the field that is being litigated.
Employing ADR methods often means that parties are
more likely to continue to do business
 Answer key
with each other, and is a good option if litigation is likely to 24 1 To inform the recipient that one of his employees has
cause public embarrassment. However, ADR may not be left his firm and intends to sue for damages.
an option where one party wants a test case to set a 2 Mr Tyler accused Ms Loushe of stealing confidential
precedent or is seeking injunctive relief. It may also be the information.
case that one party is hoping to drive another out of 3 A tribunal claim for constructive dismissal and a
business, an outcome that is often better achieved defamation suit (both are claims for damages).
through the time and expense of litigation. One party may 4 Suggest an acceptable settlement (sat/sfactory
see a strategic advantage to litigating, rather than proposals).
attempting ADR. This can be particularly true if one party 25 In 2e 3i 4a 5c
has greater financial resources, or if it is perceived that 26 1 The letter states that our client would oe prepared to
one party would be likely to win a more substantial award discuss alternative means by which this matter might be
should it go to trial. Litigation may also be a preferred resolved. This suggests that Ms Loushe is leaving her
option if the case involves unsettled legal issues, rather options open for the time being. 2 On the face of it, she is
than purely factual ones. However, litigation will often in a very strong bargaining position, due to the exact
have a negative impact on the relationship between nature of Mr Tyler's conduct. It is possible that she may
parties, and can be bad for business. simply accept a return to work, together with some kind of
7 1 Nicholas invites Professor Zhang to take part in a financial compensation for hurt feelings. However, she
simulated arbitration at the Law Faculty and to join the may try to use the situation to her advantage and insist on
members of ELSA as their guest at a dinner. the promotion and increase in salary mentioned in the
2 The simulated arbitration will be about a Chinese case letter (as well as this she may also require some kind of
called the 'peanut kernel' case. financial compensation due to the malicious nature Of Mr
3 Nicholas offers to send Professor Zhang relevant Tyler's actions). Alternatively, she may feel that she is no
information about the planned simulation. longer able to work for the firm and insist on a generous
8 a am taking (B) financial settlement.
are also learning (B) are 27 Typical features of formal legal correspondence include:
visiting ... and giving (A) are use of the passive, words of Latin origin often favoured
holding (A) are hosting (A) b will over words of Anglo-Saxon origin, a tone which is often
advertise (C) will attend (D) will colder than business correspondence (which is generally
be carried out (E) will have time more neutral), the use of (formal) standard phrases, e.g.
(E) will use (E) will be able (E) we are instructed by the above named client.
9 1 are holding 2 am flying 3 am meeting 4 will try 28 1 her employment with your company 2 due to the
5 will contact 6 will be circumstances under which the allegations against our
10 1c 2a 3b client were made 3 satisfactory proposals for settlement
11 He talks about topics 2, 3 and 5. of this matter 4 in connection with
10 1,2,5,6 5 stand excellent prospects of success should she decide
16 1 c 2d 3e 4a 5b to pursue a claim 6 to commence proceedings against
18 1 A burden is a heavy load that you carry. It is also used you 7 a substantial increase in her remuneration would
to mean something difficult or unpleasant that you have shortly be forthcoming 8 instructed by the above named
to deal with or worry about. 9 In light of 10 a positive asset to the company
2 The most common types of litigation are employment 11 are informed
and contract disputes. 29 Full details of exactly what happened (including the
19 1 F (They are 12 times higher in the USA.) 2 T circumstances of the alleged theft, what evidence Mr Tyler
3 F (They consider arbitration to be quicker, but see little has and how he might have defamed Ms Loushe).
difference in cost.) 30 1 F (Ms Loushe has not come into work, but has not
20 Increased regulation resigned or been dismissed.) 2 F (He fired her for
21 1 c 2d 3a 4b professional negligence.) 3 T 4 T 5 T
22 They could come to the end of their contract (and not 31 On the face of it, not very convincing. Mr Tyler's suspicions
have it renewed). are based purely on circumstantial evidence, conjecture
They could hand in their notice and leave at the end of and rumour. A lawyer would probably advise him to settle
the as soon as possible.
period of notice. 32 1 Concrete evidence of the alleged theft.
They could be dismissed (fired), i.e. lose their job because 2 To take Mr Tyler to a tribunal (for censtructive
they have done something wrong or badly, or as a way of
dismissal).
saving the cost of employing them.
3 He should offer a generous settlement.
They could also be made redundant, i.e. lose their job
4 The damages consist of two separate awards, the basic
because their employer no longer needs them.
award and the compensatory award. The basic award is
They could leave as a result of the employer's breach of
calculated according to a formula based on age, length
contract and sue for constructive dismissal.
of service and gross pay. The compensatory award is to
23 1 When an employee resigns due to his/her employer's
compensate for the loss suffered through being unfairly
behaviour and brings an action against the employer. The
dismissed.
employee must prove that the employer's actions were
5 £58,400
either in serious breach of contract or unlawful. 2 The
33 Before I can give you any advice. I need to establish the
allegations were untrue (so the client claims) and were
relevant facts.
made in front of another person.
Please do give as much detail as possible, and try not to
avoid any facts which may be uncomfortable. It's better I
hear everything now in order to avoid any unfortunate
surprises later.
It's probably best just to stick to the facts surrounding ... And you'd better tell me just what you suspect ... And do you have
you think that this is in some way connected with ...? I think any proof...? So these are just suspicions? 34 Dear Sirs
 Re: Jaycee Loushe for such violations include the claims that important
Thank you for your letter of 29 February 2008. national security and foreign policy goals are at stake. 3 If
We cannot accept the allegations your client makes the case goes to trial, the court will first decide whether or
against Mr Tyler. With regard to the specific points you not it has jurisdiction. The legal questions will then be
raise: identified, and choice of law rules will determine what
1 It is clear that Ms Loushe has misunderstood Mr Tyler's laws should be applied. The case will then proceed
concern over the possible misuse of confidential according to these laws.
information. Mr Tyler has certainly taken Ms Loushe into 2 1 Custom, legislation and treaties
his confidence on this issue, but it had not occurred to 2 1 In which jurisdiction may a case be heard?
him that the difficulties currently faced by David Tyler 2 Which laws from which jurisdiction(s)
Construction Ltd could have anything to do with your apply?
client. 3 A supranational legal framework is one that involves
2 Our client denies ever having made any reference to Ms more than one country and has power or authority that
Loushe's possible promotion. is greater than that of single countries. The laws of a
3 Our client denies ever having made any defamatory nation state are not applicable if in conflict with those of
statements concerning Ms Loushe. a supranational legal framework.
Should your client choose to pursue these allegations, Mr 3 1 to: by: in 2 to 3 Under; to 4 to 5 on
Tyler will have no option but to file a counterclaim against 41c 2d 3f 4a 5e 6b
Ms Loushe for recovery of damages arising from her 5 If 2a 3c 4b 5e 6d
sudden departure without notice. 7 The topic of the first seminar is 'Recent developments in
Yours faithfully European labour law': it is intended for lawyers in private
long. Nelson and Yarbrough Solicitors practice, in-house counsel or civil servants specialised in
Tong, Nelson and Yarbrough Solicitors labour law or working with businesses, associations or
trade unions at national or European level. The topic of
the second seminar is 'Recent developments in European
Language Focus company law'; it is intended for lawyers in private
1 1 to reach an agreement, an outcome, a settlement practice, in-house counsel, officials in tax administrations,
2 to file a lawsuit accountants and academics.
3 to deliver a judgment 81B 2A 3N 4B 5N
4 to decide on an outcome, a settlement 9 Directive 2007/36/EC on ...
5 to settle a dispute, a lawsuit ... the 3rd and 6th Company Law Directives ...
... the Commission published its Communication
2
verb abstract noun personal noun C0M(2007)394 ...
A recommendation on ...
settle settlement ... for the European Private Company Statute.
resolve resolution ...the proposal for a Directive on ....
10 1 Recommendations and opinions 2
arbitrate arbitration arbitrator, arbiter
Regulations 3 Directives 4 Decisions 5
mediate mediation mediator Communications
11 1 fully binding, binding on (The term binding upon is
3 2 resolve/settle 3 legal 4 alternative: resolution also used, although is increasingly less common in
4 2 You mentioned that...
contemporary legal texts.) 2 Member State
3 Could you go back to the point about... 3 achieve a goal, reach a goal (The two collocations mean
4 I'm afraid I didn't understand what you said about ... the same.) 4 leave something to the discretion of 5
5 Id 2c 3e 4a 5b course of action
12 1 A landmark case (or landmark decision, landmark
Unit 9 ruling) is one that establishes a precedent which either
substantially changes the interpretation of the law or
1 1 Public international law refers to the corpus of establishes new case law on a particular issue. This
legal rules that apply between sovereign states and case is considered to be a landmark case because it
international organisations (e.g. the United Nations and will have an impact on countries that do not have a
the International Court of Justice). Private international law minimum wage but who rely on collective bargaining.
is that part of law that deals with cases involving a foreign 2 a Laval: a Latvian construction company employed
law element where different judgments may result to carry out some renovation work on a school
depending on which jurisdiction's laws are applied. 2 The in Sweden; Laval gave the work to one of its
two main weapons available to the international subsidiaries (see below). b Vaxholm: the Swedish
community when a state refuses to comply with town where the school was
international law are sanctions (agreements among states located c L. and P. Baltic Bygg: the subsidiary
to cease trade with a state that has violated international company of
law) and the threat of war. It is sometimes said that most Laval who actually carried out the renovation work
states follow most international law most of the time, and on
countries have often stretched or violated international the school in Vaxholm
law. Common justifications 3 The case was heard in the Swedish Labour Court and
the European Court of Justice.
13 1 F (They called for the blockade because the
Latvian workers were being paid less than they
should have been.) 2 T 3 T 4 T
14 1 wage 2 bargaining 3 Latvia 4 lower
5 bankruptcy 6 Justice 7 2007 8 right 9 services
10 Posting 11 disappointed
 taswa «e»
16 1 Ideas emanating from one jurisdiction can be developed 29 Welcome the client: Yes
by individuals or companies from other jurisdictions. Acquire information: Yes
leading to possible issues concerning international law, Supply information and advise: The lawyer supplied a lot of
e.g. open source software, often developed collectively by information on the stages of a conflict of laws case,
programmers from many jurisdictions, sometimes infringes although he gave little actual advice. Presumably this will
registered patents. 2 A case involving parties from be included in his follow-up letter once he has had the
different jurisdictions will often involve qjestions of a) what opportunity to research the possible legal claims and
court has jurisdiction to hear a case, and b) what laws issues in more depth. Part: Yes
(from which jurisdictions) apply to which aspects of the 30 a 1 rephrasing
case. 2 giving examples
17 Headline 2 3 simplifying
18 Id 2a 3c 4b 4 giving further details
19 1 presumption 2 governs (to govern) 3 rigid 4 b rephrasing: to put it another way ...: this actually
entitled (to entitle) 5 narrow 6 infringement 7 means ...
ruling 8 extended (to extend) 9 test giving examples: for example, for instance
21 1 AT&T holds a patent on its voice-compression software simplifying: in essence, really giving further
(referred to as AT&T's speech-processing computer in the details: specifically, in particular
decision). 2 Sending a part of a patented invention 31 Student A
overseas to be incorporated into another product. 1 nationality: the official right to belong to a particular
22 1 Section 271(f)' of the Patent Act provides that country;
infringement occurs when one 'supplies] ... from the 2 dual citizenship: the state of being a member of two
United States', for 'combination' abroad, a patented particular countries and having rights in both because of
invention's 'components'. this
2 1 Unincorporated software is not a 'component' of an 3 competent: a court is competent (or has competence) if
invention under §271(f) because it is intangible (not it has jurisdiction to hear a particular lawsuit
material or physical) information. 2 Copies of Windows 4 forum shopping: the practice of filing a lawsuit in the
made overseas and installed abroad were not jurisdiction thought most likely to provide a favourable
'supplie[d] ... from the United States' uncer §271(f). outcome for the claimant
3 Microsoft was not liable under §271(f) because it did 5 expat (= expatriate): a person who has decided to live in
not export the copies of Windows installed on the another country, often for work purposes or to retire
foreign-made computers in question from the United 6 cause of action: the fact or facts that give a person the
States, and therefore did not 'supplfy] ... from the right to seek a legal remedy through litigation
United States' 'components' of those computers. Student B
23 The software at the centre of this case was first sent 1 joint purchase (of land): to buy land together with one or
from the United States to the foreign manufacturers either more other people or business entities
on a master disk, or by electronic transmission. It was 2 residence: the place where you live (a person may have
then copied by the foreign recipients for installation on his/her state of domicile elsewhere for tax or other
computers mace and sold abroad. The ruling may have purposes, especially if the residence is for convenience
been different had Microsoft physically supplied each copy or temporary)
of Windows (i.e. by post on CD or DVD) that was then 3 domicile: the place where a person has his or her
installed on the foreign computers. permanent principal residence (home) to which he or she
25 countries: Scotland. Austria. Germany, Slovenia, America returns or intends to return
(the term USA Is also mentioned). UK, Russia 4 renvoi: the choice of law rules that may be applied
nationalities: Austrian, Turkish, British. American. Italian whenever a court is directed to consider the law of
26 1 A restaurant in Austria (Innsbruck) another jurisdiction
2 The joint purchase of a restaurant from Mr Piombo 5 cross-border recognition: for something (e.g. a judicial
3 As a Turkish national. Mr Kundakci can't buy property in decision) from one jurisdiction to be accepted in another
Austria. 6 adjudicate: to act as judge in a legal dispute; to make a
4 Which court is competent to hear the case (has jurisdiction) formal decision about something
27 1 Slovenia 2 Germany 3 British 4 Scotland (UK)
5 Kentucky (USA) 6 Austria 7 Russia 8 email
9 Jones 10 credit rating
Language Focus
28 a 1 Court must decide whether it has jurisdiction in each 1 1 binding 2 advisory 3 customary 4 enforceable 5
of the possible legal actions in the case. governmental 6 intellectual
2 Break down the cause of action (the facts that give 2 1 bilateral 2 non-governmental 3 supranational 4 inter-
rise to the legal claim) into its component legal state
categories. 31c 2d 3a 4b
3 Once the legal issues have been determined, decide
which laws should be applied.
4 Apply the appropriate law to reach a judgment. Unit io
5 Secure cross-border recognition of any award. 1 1 A system that combines two or more aspects of
b 1 T 2 T 3 F (It is the facts that give rise to a legal different legal systems.
action.) 4 F (It is a question that arises in connection Mixed systems include those based on civil law and
with the main claim.) 5 T 6 F (Cross-border common law (e.g. Scotland, the Philippines and
recognition needs to be secured separately.) jurisdictions based on South African law), civil law and
religious law (e.g. Egypt, Indonesia and Morocco).
common law and religious law (e.g. India, Pakistan and
Singapore).
3 The majority of English-speaking jurisdictions have common law or mixed systems based on common law.
2 1 The importance of comparative law is growing due Expressing similarity
to the globalisation of world trade, which means that ... share similar...; ... in both ... 8 1 differ in;
lawyers often have to work with more than one On the other hand / Conversely
jurisdiction, and as a result of the increasing 2 while the opposite is true
harmonisation of laws worldwide. Internationalism 3 In both
and democratisation have also led to the growth in 4 A major difference between: On the other hand /
importance of the study of comparative law. Conversely
2 HCC stands for the Hague Conference on Private 10 1 The translator can translate a term incorrectly. This is
International Law. It is a global intergovernmental often due to interference from another language (i.e. the
organisation which aims to work for the progressive translator wrongly thinks that a similar sounding word
unification of private international law. from his or her own language means the same). It could
3 The Uniform Law on the International Sale of Goods, also be because there is no equivalent concept in the
1964. language of the jurisdiction into which the text is being
3 1 Applicability of laws refers to the question that arises translated. In the latter case, the translator might
when a case involves parties from more than one choose a wrong word, leave out the unknown term or
jurisdiction: which set of laws applies to the case? fail to provide an adequate paraphrase.
2 International civil procedure refers to the process that 2 These problems can best be avoided if the translator
courts will follow when hearing civil cases that have an has a good knowledge of both legal systems of the
international element. source language and the target language, or if the
3 Enforcement of judgments means the efforts that are translator works together with someone who knows the
made to make sure that a legal decision is obeyed (e.g. legal system with which the translator is not familiar, or
ensuring that an award for damages is paid, or that a if the translator is fully aware of the problems that can
contract is performed). occur and researches the unfamiliar terms very
4 The phrase progressive unification of law is used carefully.
to talk about the process by which laws from 3 A practising lawyer should be aware of these problems
different jurisdictions are made more similar. when making use of texts which have been or need to
4 1 Civil law originated in ancient Rome and was later be translated so that he/she can make sure the quality
developed in continental Europe. of the translated text is good before relying on it. This is
2 Precedent is at the core of common law systems. The especially true when dealing with clients, documents
term refers to decisions that establish legal principles, or and/or laws from another jurisdiction.
which reverse the decision in an earlier case. These 11 They need to be aware of the differences between
precedents are then applied in future cases. different legal systems, which involves having a high level
3 Stare decisis is the doctrine that compels lower of familiarity with the legal systems of the countries
courts to follow decisions made by higher courts. 'originating and receiving the translated message'.
4 codified law, enacted law 12 False friends are words that appear to be the same as
Note: The term written law is also used. These terms other words in the target language, but which actually
contrast with the terms uncodified law, unenacted law have a different meaning.
and unwritten law (all used to refer to precedent). 13 1 The first category includes concepts that have a nearly
5 l subsequently 2 compels 3 rendered 4 paramount identical equivalent in the target language.
In each pair, the second word (the one in the original 2 The translator should research carefully and avoid
text) misleading the reader or distorting the message when
is more formal. choosing terms.
6 3 The problem posed by the third category is when there
Common law Civil law are legal concepts with no near or rough equivalent in
Origin England (from the 11th Roman lew, as the target legal system. They should be explained to
century on); reported codified in the the
judgments of adjudicated Corpus Juris degree necessary to the particular context.
disputes Civilis of 17 1 Equitable remedies are the remedies developed by the
Justinian old courts of equity, such as the Court of Chancery in
Countries England, Wales and Ireland, Continental England. These remedies are still available today in
found in 49 US states, nine Canadian Europe and common-law jurisdictions and include injunction,
provinces, most independent around the world specific performance, rescission and estoppel.
States of ihe British 2 The doctrine of promissory estoppel prevents one party
Commonwealth from withdrawing a promise made to a second party if
Importance Precedent is the major source Supplements the the latter has reasonably relied on that promise and
of case law of law: lower courts compelled codified body of acted upon it to his detriment.
to follow decisions of higher law 3 Some jurisdictions have different general categories of
courts (stare decisis) crime depending on their seriousness. In US
jurisdictions, a misdemeanour is a lesser crime
Importance Priority given to unenacted Priority given to punishable by a fine and/or county jail time for up to
of enacted law over enacted law enacted law over one year. Misdemeanours are distinguished from
law unenacted law felonies, which are more serious crimes and can be
punished by a state prison term.
7 Contrasting ... is much more detailed than ...; A major 4 The thing of value that induces another to enter into a
difference between ... is ..., whereas ...; This difference
contract, including money payment, services offered in
in ... can be explainec by ...; ... while ... on the other hand;
rather than ... it differs in ...; Conversely, the opposite is return and promises, is referred to as consideration. In
true common-law systems, consideration must be found in
 order for a contract to be legally binding. Consideration Answer key
must not be from the past, which means that a contract 30 Dear Ms Radford
cannot be based upon consideration that was given Asset protection entities in Panama
before the contract was made. For example, if A Thank you for your phone call of 5 June 2008. As I outlined
promises to reward B for an act that B has already briefly during our conversation, I believe tne Panamanian
performed, the performance of that act is past foundation (hereafter the foundation) might be a suitable
consideration and therefore not good consideration. alternative asset protection mechanism. I have now had the
5 The Lord High Chancellor of Great Britain (or Lord opportunity to research this more fully, and am pleased to
Chancellor) is responsible for the efficient functioning and provide the following summary of the foundation. The
independence of the courts. foundation is largely based on Liechtenstein's Stiftung, as
19 c described in my letter of 2 June 2008. Like a corporation, the
20 1 Michael asks Gareth what the term means. foundation can hold title to assets In Its own name.
1 Because she took her first degree in the UK. She also However, it can also make discretionary payments to the
wrote her dissertation on the topic of equity. founder or beneficiaries, like a trust. As with the Stiftung, the
2 Equity developed as a way of dealing with the inflexibility foundation is mostly controlled by its bylaws. These bylaws do
of the English legal system. not have to be registered or publicly disclosed. Perhaps the
21 2 F (It removed the Lord Chancellor's judicial roles.) greatest advantage of the Panamanian foundation over the
3 F (The examples of equitable remedies giver in the text Stiftung is that the Panamanian version is relatively
are injunction and specific performance.) inexpensive to form and maintain. Another advantage is
3T that Panama is in the U.S. Eastern time zone, making
4 F (The Court of Chancery was abolished by the administration of the foundation from the U.S. easier.
Judicature Acts 1873-1875.) However, the time difference between the U.S.A. and
22 1 F (It is similar to the English concept of good faith.) Liechtenstein does have the advantage of being potentially
2 T (It has the effect of softening the harshness of the law frustrating to creditors in communicating with their local
in the same way as equity does in England.) counsel.
23 Is that the equivalent of Treu und Glauben? From what Panama has a three-year statute of limitation for fraudulent
Beaie said, it's basically the same as your concept of transfer challenges to contributions to the Foundation. If
good faith. It has a similar effect to equity in certain cases. gifting is utilised to fund the foundation, there will be a
I think that equity corresponds to certain concepts in the three-year window available for creditors to attempt to void
French Code civil, but these haven't had quite the same the gifts. Once past the three-year limitation, the assets
amount of influence that the concept of good faith has are generally safe from creditors. Panamanian law
had in Germany. Still, they're comparable to each other. specifically provides that the foundation assets may not be
What they do have is something similar called the applied towards the debts of either the founder or any
doctrine of the abuse of rights. That has the effect of beneficiary. As with the Stiftung, probably the best use of the
softening the harshness of the law in the same way as Panamanian foundation is not to hold assets but rather to
equity does in England. own an entity that is used as a management company. From
34 1 A tax haven is a country or independent regon where a creditor's viewpoint, the management company will be
certain taxes are levied at a low rate or not at all. owned by a Panamanian charity with three Panamanian
2 There are many tax havens throughout the world, residents as members of the foundation's council. The
including Andorra, the Bahamas, Jersey, Monaco and creditor will likely not see that the U.S. settlor has appointed
Panama. one or more protectors to make sure that the council
3 Tax avoidance refers to legal measures that can be members carry out the purposes of the foundation, as set
taken to minimise a person or business entity's tax forth in tne charter. Therefore it would be very difficult for a
burden. Tax evasion refers to unlawful measures to creditor to claim that the U.S. owner of the asset being
achieve the same ends as tax avoidance. managed has any ties to or control over the foundation. I
4 Asset protection refers to methods by which individuals would be very pleased to provide you with further details
or entities protect their assets from legal problems (e.g. should you be interested in setting up such an entity, and
judgments) and/or taxes through the use of multiple look forward to receiving further instructions. Yours truly
business entities, trusts, insurance, and estate planning. John Piatt
a
26 1 Stiftung 2 Anstalt 3 beneficiaries 4 contempt Language Focus
27 Examples in italics are not included in the text.
28
Function Examples Verb Noun Adjective

Giving extra Besides, Furthermore, In addition, On top of globalise globalisation global

information this, Similarly, Moreover, What's more harmonise harmony harmonious / harmonised
Comparing, Although, While, Instead, That said. Despite enforce enforcement enforceable
contrasting and this, However. On the other hand, In
unify unification unified
qualifying contrast. Alternatively
Introducing Consequently, Because of this, ,4s a result, apply applicability applicable
the result of Therefore, As a consequence. It follows
previous from this, For this reason, So, Thus. 21c 2d 3a 4b 5e
information Accordingly 3 1 apply, enforce, render, recognise
2 apply, enforce, harmonise, modernise, recognise
Emphasising Notably, The fact that, In fact, In particular,
4 1 on the other hand 2 Indeed 3 Conversely
Of course, Clearly. Ultimately. Indeed
4 However 5 notably 6 In addition
7 Thus / Therefore 8 however 9 Therefore / Thus

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