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.
Our client denies completely the version of events
presented in your letter of 5 December 2008.
taswtf ■?.
We can confirm that our client requires a full refund for the price paid for the faulty laptop computer. We look forward to receiving payment of £899 within 14 days, failing which we will take steps to issue proceedings. Yours faithfully
Language Focus
i
| misrepresent | misrepresentation |
| interfere | interference |
| settle | settlement |
| injure | injury |
| sue | suit |
| award | award |
| rule | rule, ruling |
| noun | adjective |
| negligence | negligent |
| liability | liable |
| intention | intentional |
| compensation | compensatory |
| procedure | procedural |
| reason | reasonable |
| appeal | appellate |
22 found for 3 awarded 4 appealed 5 reversed 6 affirmed 7 found that
3 1 What are the facts of the case? / Could you tell me the
facts of the case?
2 Did you know the trunk was broken when you received the car?
3 You couldn't close the trunk? / The trunk could not be closed? / When did you find out that the trunk was broken?
4 Where were you standing? / How did you try to close the trunk? / What did your friend do?
5 Did you see the car coming? / What happened next?
Unit 4
2 embezzlement, fraud, insider dealing, money laundering, tax evasion
3 1 The state initiates a criminal case, while the victim
brings the suit in a civil case.
2 Offences against the person, offences against property, public-order crimes, and business (or corporate) crimes.
3 In criminal cases, the burden of proof is often on the prosecutor to persuade the trier that the accused is guilty beyond a reasonable doubt of every fact of the crime charged. If the prosecutor fails to prove this, a verdict of "not guilty' is rendered. In civil cases, the claimant generally needs to show a defendant is liable onthe balance of probabilities.
4 A felony is a more serious offence, and a misdemeanour is a less serious offence.
4Id 2f 3a 4c 5b 6e
5 An offendercommits a crime. A victimbrings a suit.
A lawyerresolves a dispute, brings a suit, (commits a
crime).
The courtresolves a dispute, renders a verdict, sentences
an offender, suspends a sentence.
A judgeresolves a dispute, renders a verdict, sentences an offender, suspends a sentence.
6 A crime is a wrong committed against society and requires 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 committed 6 was caused 7 are tried
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 wrongdoerand An action is brought bya governmental body...
10 1 (to) be 2 past participle 3 by
11 1 was charged 2 was tried; was acquitted
3 was found; was sentenced
12 Id 2f 3a 4e 5b 6c
The passive is used in these examples because the action which can be taken in each case - the punishment given to an offender - is the focal point of the sentence, rather than the agent (in this case, the courts) who takes the action.
14 He thinks it is as serious as violent street crime.
15 1 F (Professor Poulos says 'I do think that with the growth of technology ... the opportunities for white-collar crime have increased greatly'.) 2 F (Professor Poulos says
Before the federal government changed the sentencing of white-collar criminals, the very strict punishments [...] for [...] street crime drove many people [...] to white-collar crime because it gave them more rewards for less risk.' [i.e. the situation is now 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 investment environment'.)
16 1 has led to 2 has a big impact on 3 affect
4 impacted 5 adversely affect 6 is the effect of
17 1 e 2c 3d 4a 5b
19 1 audi: manager 2 market abuse 3 He knew that the
company was planning to sell its electrical division.
4 He made a profit of £3.750.
20 1 F The case was heard before the Financial Services and
Markets Tribunal.
2 F Mr Mohammed was sentenced to pay a fine for his
crime.
3 F The defendant was partially responsible for the audit
of the company. 4T
21 1 confidential 2 purchase 3 proposed 4 held
5 provisions
23 a1 Identity theft occurs when someone uses someone
else's personally identifying information, such as their name, social security number or credit-card number, without their permission, to commit fraud or other crimes. 2 Possible answers include: credit-card fraud, services (utilities) fraud, banking and financial fraud, government documents fraud (e.g. getting an official ID in the name of another persor).
24 If 2a 3d 4e 5c 6b
26 1 Changing addresses 2 Phishing 3 Stealing
4 Bin raiding
27 1 Criminals may ensure that bills and bank statements
are sent to an address other than the victim's.
2 They must verify your identity before issuing credit to you.
3 Creeting look-alike websites, often of banks and other financial institutions, and duping people into visiting them and giving out personal information.
4 On the grounds that the customer's negligence was a contributory factor.
5 Although banks generally claim they will never send emails to their customers asking for, or quoting, any confidential information about the customer, they often do just that.
28 la 2c 3a 4c
30 Advice
If you think you may be the victim of identity theft, you
should place a fraud alert on your credit report as soon
as possible.
You should then review your credit reports carefully.
Obligation
... members of the public are ... being told that they must
be more vigilant about discarding personal records.
... potential creditors must use what the law refers to as
•reasonable policies and procedures' ...
31 1 don't have to 2 mustn't
32 Note: these are the most likely answers, although others may be possible, depending on the context.
1 must / have to (obligation)
2 must / have to (obligation)
3 should (advice)
4 must / have to (obligation)
5 should (advice)
6 have to (obligation)
Language Focus
1 1 for 2 of 3 against 4 of 5 to 6 on 7 on 8 on
2 1a prove b proof (prove)
2 a prosecution b persecution (prosecution)
3 a prescribe b proscribe (prescribe)
3 1 The co-conspirators were found guilty on several counts,
most notably fraud and conspiracy.
2 Employees, consumers and citizens alike are affected by white-collar crime.
3 The former CEO was sentenced to 87 months in federal prison for his role in arranging fraudulent loans that led to the company's forced bankruptcy.
4 If the prosecutor fails to prove that the accused is guilty beyond a reasonable doubt, a verdict of 'not guilty' is rendered.
5 The company founder was prosecuted for tax evasion. and he is now serving a three-year sentence.
6 The prisoner was put on parole after four years of good conduct in prison.
7 The defendant was given a suspended sentence for the theft of his sister's car while intoxicated.
Unit 5
2alT 2T 3T 4F (The memorandum of association states the principle object of the company. bA sole proprietorship is a business that is owned by a single individual who earns all the profits and assumes all the liabilities. In the case of a partnership, these profits and liabilities are shared between the partners, who between them own the business. A publicly listed company is one which is able to sell its shares to the public and whose directors and shareholders are not personally liable for the company's losses beyond their own investments in the form of shares.
3 1 has 2 manages; makes 3 own; enter into; sue
4 invests 5 serves on 6 owes 7 monitor 8 owns; is
4 1,3,4.7
51c 2a 3e 4d 5b 6f
6 corporate law, corporate contracts, corporate personality, corporate governance, corporate rights, corporate finance. corporate insolvency
8 a The professor discusses both advantages and
disadvantages of corporations. b1 According to the speaker, the primary advantage of a corporation is that its owners (stockholders or shareholders) are not personally liable for the debts and liabilities of the corporation.
2 The significant disadvantage he mentions is double taxation, which means that in some cases a corporation pays a corporate tax on its corporate income, and the stockholders pay income tax on the dividends they receive.
3 One way to avoid double taxation is to make a special election to be taxed as a pass-through entity, like a partnership or a sole proprietorship; the corporate profits 'pass through' to the owners, who pay taxes on the profits at their individual tax rates.
9 a The speaker mentions five advantages and three
disadvantages. b1 corporation 2 sole proprietorship 3 corporation
4 partnership; sole proprietorship 5 corporation
c1 debts 2 savings 3 life 4 money 5 transfer
6 cost 7 formalities 8 tax 10 a The main advantage of a corporation is that its owners,
known as stockholders or shareholders, are not
personally liable for its debts and liabilities.
One major disadvantage of a traditional corporation is
double taxation.
Corporations eniov many advantages over partnerships
and sole proprietorships.
But there are also disadvantages.
So what is the main advantage?
The second benefit of corporations is self-employment
tax savings.
The third advantage of a corporation is its continuous
life.
The fourth advantage is the fact that it is easier for a
corporation to raise money.
The fifth and last advantage is the ease of transfer.
The first of these drawbacks is the higher cost.
The second disadvantage is the formal organisation
and the corporate formalities.
The third and final disadvantage is unemployment tax. b1 main 2 major 3 enjoy; over 4 benefit
5 drawbacks
13 Although it is not explicit in the letter, Pippa is definitely a person concerned by green issues. She is possibly also involved in campaigning.
14 1 The sourcing of palm oil
2 Sections 172 and 417
3 The Secretary of State for Business. Enterprise and Regulatory Reform
15 1 The process of identifying, conducting negotiations with
and forming supply agreements with vendors of goods and services
2 A legal obligation to consider certain matters when deciding on policy
3 Causing little or no damage to the environment and therefore able to continue for a long time
4 Duty to compel obedience to a law
17 A copy of the press release of March 2005 and the
(environmental) policy statement. He hopes this will stop 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
19 IT 2 F 3F 4T 5T
20 1 e 2g 3c 4a 5b 6f 7d
21 b
22 Subsection 1 is probably clearest, because the information is set out as a list, although the words as between in If are very difficult to understand. Subsection 2 is difficult to understand, because it takes a long time to get to the subject and main verb of the sentence {subsection (1) has effect). The sentence also relies on omitting repeated words (as in the parts with or and the phrase were to achieving, which need to be read several times before they can be understood. Subsection 3 is fairly clear, although it would be much clearer if the certain circumstances were spelled out, rather than hinted at.
24 Provision (d); possibly also (e), depending on how this provision is interpreted
25 In the case of charitable companies, a director must act in the way he or she thinks would be most likely to achieve the goals of the charity.
26 The duty to promote the success of the company may be qualified by {subject to) any future regulations concerning creditors (i.e. under certain circumstances, the creditors' interests may come before those of the company).
Language Focus
i
| form | formation |
| register | registration |
| incorporate | incorporation |
| regulate | regulation |
| enforce | enforcement |
| wind up | winding-up |
| dissolve | dissolution |
| fund | funding |
2 The verb which does not collocate with company is enforce. You can enforce rights or enforce a law, for example. 3a2f 3a 4b 5d 6e
b 2 constitutional documents 3 sole proprietor 4 corporate funding 5 third party 6 publicly listed/owned company
Unit 6
2 1 T 2 F (Non-contentious work includes these things.) 3 F (The UCC applies to the USA, not the EU.) 4 T
3 1 intellectual property 2 competition
3 a mercantile agency 4 carriage of goods 5 tax
4 1 on behalf of 2 owe; creditors 3 transaction; lender
4 payment
5 1 To get a Master's degree in e-law.
2 He advises students to try out as many different areas of the law as they can and then to choose one they are genuinely interested in.
6 3,4,5,7,8.
7 a 1 a He's currently undertaking a Master's of e-Law at
Monash University. 2 b There's something about the challenge of taking a complex commercial transaction and expressing it clearly and concisely that really appeals to me.
3 c I also had to write patent drafts, which are
incredibly detailed descriptions of the inventions in precise legal terms.
4 c It was interesting, although at times extremely
difficult and demanding.
5 b But I quickly realised that what I liked best was
working closely with the other lawyers on litigation, defending or enforcing patents.
6 a I usually spend most of the day reviewing
documents, drafting agreements, meeting with clients and, of course, answering emails. b Adverbs of time are usually placed before the verb; adverbs of manner can be before or after the verb; adverbs qualifying an adjective always come before the adjective. 8 1 carefully; remarkably 2 closely 3 quickly; mainly 4 extremely; regularly
10 It is a letter of application replying to a specific advertisement.
11 1 She is applying to a commercial law firm in the UK.
2 She is interestsd in commercial law in general, but also in debtor-creditor and negotiable instruments.
3 She worked at a small tax law firm for the summer.
4 She has enclosed a resume (CV) and writing samples (letters).
12 successfully, particularly, frequently, especially, extremely,
sincerely, confidently, particularly
The writer uses the adverbs to intensify her statements and convince the reader that she would be suitable for the internship.
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
14 The ad appeared on the website of a university's internship programme.
15 1 Students taking International Commercial Law courses
in Mergers. Comparative Antitrust Law and World Trade Law who get top marks on the essays they submit in these courses can apply for the internship.
2 Students will be selected on the basis of the essays they write for those courses plus an interview.
3 The internship will take place from May to July in the Powderhouse Sommerville Frankfurt Office.
4 A student can apply using the online application located on the page of the announcement.
17 1 The term globalisation often refers to the increase of trade around the world, especially by large companies producing and trading goods in many different countries.
2 There are many factors, including government policies and trade agreements aimed at facilitating the free flow of goods, services, capital and people across national frontiers (e.g. the EU, NAFTA), the growth in power of institutions such as the World Bank and the IMF, the rise in power of corporations and the development of the Internet.
3 a Globalisation has led to a rapid increase in the
levels of international trade and capital mobility; information, goods and services emanating from one part of the world are increasingly in demand globally. This creates challenges and opportunities for businesses. b As capital moves away from fixed legal structures within nations, there is an ever-growing interdependency of transportation, distribution, communication and economic networks across international borders. This raises the need for commercial lawyers to develop increasingly complex legal frameworks within which companies can operate.
18 1 F (only goods) 2 F (they are paid a commission) 3 T
19 1 It enables a foreign supplier to penetrate an overseas
market by benefiting from local knowledge with limited expenditure. 2 As sales build, principals often enter into direct relationships with customers (avoiding the agent altogether).
20 Id 2c 3a 4b
21 Time and money may be saved that would otherwise be spent checking to see if the contract conforms to local regulations. In cases where businesspeople choose
to draft the contracts themselves rather than consult a lawyer (e.g. for contracts of limited economic value). model contracts can help reduce the risks of bad drafting.
22 Common provisions include:
• identification of the parties ■ duration of the contract
• agent and principal responsibilities
• payment of commission
• indemnity/compensation
• applicable law and jurisdiction
23 1 No. He can only change the conditions of sale wth the
consent of the principal.
2 As this contract is for an indefinite period, under clause 9 it can only be terminated following six months' notice (by registered letter) before the end of a calendar quarter.
3 The provisions of the EEC Council Directive of 18 December 1986 on the co-ordination of the laws of the Member States relating to self-employed agents (86/653/EEC), together with the law governing the agent's domicile (place of residence).
4 The competent Court in the area where the agent has his residence or registered offices.
24 According to clause 3. the agent has to carry out his
duties to the principal as well as he possibly can. The
agent has to provide information to customers abojt the
principal's business, and must tell the principal as soon
as he has received a new order.
Clause 4 says that the agent needs permission from the principal to change prices and conditions of sale, etc. Under clause 9, the contract is valid from 10 February 2006 and runs for an indefinite period. The contract can be ended by either the agent or the principal by registered letter. Six months' notice must be given, and this notice period must coincide with the end of a calendar quarter. Clause 10 states that the provisions of EEC Directive 86/653/EEC apply to the contract. If Directive 86/653/ EEC does not cover a particular set of circumstances, the law of the country in which the agent is domiciled must be considered.
Clause 11 says that any disputes concerning the contract must be heard before a court in the jurisdiction in which the claimant is resident or in which the claimant's business is registered.
25 1 The aim is to provide commercial agents with a level
of protection and security by ensuring that they are compensated following termination of the agency contract. 2 Under Regulation 17, there are two alternative ways of calculating a lump sum payment following termination of an agency contract: indemnity and compensation. The circumstances under which an indemnity will be granted are outlined in 17(3), and the calculation of the indemnity is covered by 17(4). The rules for
calculating the entitlement under the compensation option are vaguer. The parties can choose between the two options, but the compensation alternative will apply where there is no agreement for an indemnity. Both terms refer to the payment of a lump sum, the main difference being the circumstances under which each particular form of lump-sum payment will be granted and calculated.
26 1 If stated in the contract.
2 a) The agent has to have either brought new customers or significantly increased sales with existing customers and b) the payment of an indemnity has to be fair (this will depend on the surrounding circumstances).
3 The maximum amount of indemnity is one year's commission based on the agent's average earnings in the last five years. If the contract has run for less than five years, the indemnity will be calculated on the average for the period of the contract.
4 Yes (17(8)).
27 Regulation 17 deals with the entitlement of a commercial
agent to an indemnity or compensation on termination
of the agency contract, stating that it 'has effect for the
purpose of ensuring that the commercial agent is, after
termination of the agency contract, indemnified [...] or
compensated for damage'.
Regulation 17(2) goes on to state that 'except where
the agency contract otherwise provides, the commercial
agent shall be entitled to be compensated rather than
indemnified'.
Regulation 17(3) deals with entitlement to the indemnity
and Regulation 17(4) establishes a cap to the amount of
the indemnity.
Regulation 17(5) provides the possibility for the
commercial agent to seek damages in addition to the
indemnity.
Regulation 17(6) deals with the entitlement to
compensation for the damage suffered by the agent
'as a result of the termination of his relations with his
principal'.
Regulations 17(7) and 17(8) deal with the circumstances
in which this damage shall be deemed to arise.
28 1 The company feels it no longer needs its agents in
order to sell products in southern Europe. It is getting lots of repeat orders and relatively few new customers, and no longer wants to keep paying commission on all sales to its agents. 2 There is no maximum limit for compensation.
29 1 No, compensation is also payable for any reasonable
expenses incurred by the agents.
2 Two years.
30 1 F (They are not in breach of contract.) 2 T
3 F (The agreement doesn't provide for an indemnity.)
4 T 5 F (It is valid for two years.) 6 F (The clause must refer to both the geographical area and the type of goods.) 7 T
32 Dear Jenny
Compensation for early termination of agency contracts Following our recent discussion, I understand that you would like to end the current agreements with your agents in France, Spain and Portugal. This should be done as quickly and inexpensively as possible. As I confirmed during our meeting, your agents would be entitled to compensation should you choose to end the agreements without first giving notice. Under current regulations, each agent would be entitled to full compensation for lost commissions that they would
Answer key
otherwise have expected to receive under the agency agreement. They would also be entitled to recover any reasonable expenses incurred whilst performing their duties as agents.
The contractual notice period is six months prior to the end of the calendar quarter. Although you have just missed one calendar quarter, this does not necessarily mean that you would have to compensate for the (almost) full nine months. However, your agents might be more willing to accept less generous terms if they were first given some notice whilst still on full commission. I would suggest offering a compensation package based on the following terms:
• an initial notice period of three months under full
commission, during which time they would continue to
fulfil their cuties under your agreement;
■ a lump sum based on 50% of three months' lost commissions (calculated at the average monthly commission paid since the commencement of the agency agreements);
• reasonable expenses
These terms should be enough to deter most agents
from pursuing a more generous settlement. If you think
that there would be a reasonable chance of your agents
accepting a lower sum, I would be very pleased to discuss
this with you further.
Please do contact me should you have any questions on
this.
Kind regards
Clive Sanborn
Language Focus
i
| noun | adjective |
| merchant | merchantable, mercantile |
| commerce | commercial |
| negotiation | negotiable |
| finance | financial |
| bankruptcy | bankrupt |
2 1 negotiable 2 commercial 3 mercantile/commercial 4 mercantile 5 mercantile/commercial 6 commercial/ negotiable
3 1 Uniform Commercial Code 2 World Trade Organisation 3 United Nations Commission on International Trade Law
4 The missing word in all the expressions is patent.
5 1 on 2 of 3 by 4 on; of 5 for 6 into
Unit 7
1 a In common-law legal systems, property law distinguishes real property (land and immovable property, such as houses) from personal property (often referred to as chattel). Civil-law systems generally make a similar division between movable property (personal property) and immovable property (real estate). b Real property: a, c, e, f, g Personal property: b, h, i
A large outdoor sculpture (d) could be either real or personal property, depending on how permanent a fixture it is.
21T 2F 3T 4F
31b 2c 3a 4f 5h 6d 7e 8 i 9g
4 A tenant signs a lease when he/she rents property from a
landlord.
A landlord signs a lease when he/she rents property to a
tenant.
When he/she inherits property, an heir receives a deed
granting title to property.
A grantor transfers a title to property to another person by
means of a deed.
A grantee acquires an interest in property through a deed.
A licensee receives permission to enter another person's
property through a licence.
5 indefinite (line 3). unlimited (line 11)
(Note that although the adjective inheritable starts with in-, in this case it's not being used as a negative prefix, i.e. it doesn't mean 'not able to be passed on to an heir'.)
6 1 illegal; unsafe; unsanitary; illegal; unenforceable
2 unable; impossible
3 indefinite; unlimited
4 unspecified; uncertain
7 le 2c 3d
8 Features that may make the text difficult for a learner of English:
• use of formal vocabulary
• many technical terms
• non-colloquial use of shall, may
■ long sentences, complex sentence structure
9 1 prior consent 2 commenced 3 mutual
4 terminated 5 consecutive 6 comply with
7 contravenes 8 pursuant to
9 designation 10 compulsory purchase 10 1 Generally speaking, a formal style in writing and speaking is appropriate when dealing with official bodies and organisations, people you do not know well (such as a new client) or with your superiors (unless you know that they prefer a more informal style of speaking/writing). The factors that might affect the choice of a more formal style include the nature of the relationship of the people involved and the conventions of the text type in question (for example, a document to be submitted to the court would be written in a formal style).
2 Formal language would be most suitable for the seminar presentation and seminar paper. Both, however, would benefit from some paraphrases of technical language into plain English, as this will aid communication. A more neutral register would be appropriate for speaking and writing to a client (but see Background note below for further discussion of this).
12 IT 2 F (A foreigner must sell inherited agricultural land
within a year.) 3 F (Foreign business entities may
acquire buildings/structures on non-agricultural land.)
4 F (Foreigners can acquire land in Ukraine by buying shares in a Ukrainian company that owns land.)
13 1 allowed to buy. exception, circumstances, ownership
rights
2 And this one is particularly important ...
So, it is not possible for foreigners to own farmland. So, if they plan to do business and buy existing facilities or construct new facilities for business, they may have certain ownership rights to land ... cannot buy farmland.
3 Let me stress that although foreigners can't own
farmland, they are allowed to lease it.
The situation with non-agricultural land is quite different. In this case, it te possible for foreigners, ... Now let's turn to a very important point: the circumstances under which foreign ownership of land in Ukraine is possible.
4 But I must point out...
Let me stress that ...
But I should stress that ...
Now let's turn to a very important point: ...
5 And this one is particularly important for ...
But I must point out that there are some significant exceptions.
16 1 deposit 2 rental income 3 mortgage 4 capital appreciation 5 purchase price
17 1 purchase price 2 deposit 3 mortgage 4 rental income
18 On the face of it. this seems like a good investment. Possibilities for checking include speaking to an independent financial adviser, running a search on an independent financial website (e.g. www.fool.co.uk) and comparing the figures quoted with those quoted by other agencies.
19 1 From a colleague (Jordi Forrat) 2 No
20 1 c 2b 3a 4b
21 1,2,4,5,6,8,9,12,14
22 1 T 2 T 3 F (In reply to Ms Cervera's question about what happens if a developer goes bankrupt, Ms Fialova replies That's rare in the Czech Republic'.) 4 F (If someone has used a property as security for a loan, the lienholder would have a legal claim against the property if the lien has not been satisfied.) 5 F (Restrictive covenants limit the use of property.) 6 F (She recommends her brother as a letting agent for finding tenants.)
23 1 c 2d 3g 4h 51 6j 7a 8e 9b 10 f
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).
26 1 5 2 six 3 1 September (year not given) 4 14,000 Czech crowns 5 28th 6 28,000 Czech crowns
27 1 Novak and Fialova, how may I help?
2 How may I help?
I'd be very pleased to.
3 Hello, can I speak to Ms Fialova, please?
4 Can I tell her who's calling?
5 It's Marta Cervera from Jacksons in Valencia.
6 I'll put you through
7 Hello. Ms Cervera?
8 I'm calling about my recent email.
I wondered if it would be possible to discuss some of the points over the phone?
... we wondered if you could handle the conveyance? I wonder if you wouldn't mind talking me through the essentials?
I've just received the translated tenancy agreement and wanted to check on a couple of things. 10 Do you have a moment?
15 I thought so
Of course.
So I'd heard.
Really?
That's right.
Great, thanks.
I'm pleased to hear that. Really?
16 It's a buy-to-let property that you're interested in, is that
right?
Right, so I don't need to form a limited company first to
own property?
Why? Are there tax advantages?
Sorry, can you say that again, please?
I'm sorry, what was your question?
What, like no animals - that kind of thing?
The periodic is the one that is automatically renewed at the end of the tenancy period, right?
17 Yes, that's right.
That's right.
That kind of thing, yes.
18 I'm sorry.
19 I'm expecting a call in a few minutes, so don't have much time left.
Thanks very much for your help.
20 I'll be in touch nearer the time.
Not at all, and thanks for calling.
Goodbye.
28 a 19. 20 b 9 c 19. 20 d 16 e 10 f 15 g 13 h 7 i 15 j 16 k 12 17 m 16 n 2 o 8 p 14 q 11 30 _ Plan your call. Make notes on what you want to say
and write out important phrases or questions. _ Practise what you are going to say before you call. Do
you need to speak more slowly? C As you make calls, write down any new expressions
you hear and add them to a phrase book. C If the speaker talks too quickly, don't be afraid to ask
him/her to slow down. C At the end of a call, summarise what you have agreed
so that you can confirm you both understand.
Language Focus
i
| verb | positive adjective | negativeadjective | abstract noun 1 |
| limit | limited | unlimited | limitation |
| define | definite | indefinite | definition |
| specify | specified | unspecified | specification |
| inherit | inheritable | uninheritable | inheritance |
| enforce | enforceable | unenforceable | enforcement |
| apply | applicable | inapplicable | application |
| complete | complete | incomplete | completion |
2 1 real estate, real property
2 prior agreement, prior consent
3 mutual agreement, mutual consent
4 exclusive agreement, exclusive possession 32b 3g 4c 5a 6d 7f
42j 3e 4g 5h 6d 7b 8a 9 f 10 c
Unit 8
21F 2T 3T 4F
3 1 claimant; defendant; solicitor; barrister; court
2 arbitrator; arbitration tribunal (arbitration tribunal; arbitrator)
3 third party; disputing parties
4 Id 2a 3b 4c
5 The website refers to mediation.
6 ADR is often much quicker than litigation (in the USA, the average contract-based lawsuit takes two years; similar cases in arbitration can be as short as five or six months). This can mean that arbitration is also much cheaper than litigation. Parties can stipulate that the arbitrator must 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 cause public embarrassment. However, ADR may not be an option where one party wants a test case to set a precedent or is seeking injunctive relief. It may also be the case that one party is hoping to drive another out of business, an outcome that is often better achieved through the time and expense of litigation. One party may see a strategic advantage to litigating, rather than attempting ADR. This can be particularly true if one party has greater financial resources, or if it is perceived that one party would be likely to win a more substantial award should it go to trial. Litigation may also be a preferred option if the case involves unsettled legal issues, rather than purely factual ones. However, litigation will often have a negative impact on the relationship between parties, and can be bad for business.
7 1 Nicholas invites Professor Zhang to take part in a
simulated arbitration at the Law Faculty and to join the members of ELSA as their guest at a dinner.
2 The simulated arbitration will be about a Chinese case called the 'peanut kernel' case.
3 Nicholas offers to send Professor Zhang relevant information about the planned simulation.
8 a am taking (B)
are also learning (B) are visiting ... and giving (A) are holding (A) are hosting (A) b will advertise (C) will attend (D) will be carried out (E) will have time (E) will use (E) will be able (E)
9 1 are holding 2 am flying 3 am meeting 4 will try
5 will contact 6 will be
10 1 c 2 a 3 b
11 He talks about topics 2, 3 and 5.
12 1,2,5,6
16 1 c 2d 3e 4a 5b
18 1 A burden is a heavy load that you carry. It is also used
to mean something difficult or unpleasant that you have to deal with or worry about.
2 The most common types of litigation are employment
and contract disputes.
19 1 F (They are 12 times higher in the USA.) 2 T
3 F (They consider arbitration to be quicker, but see little
difference in cost.)
20 Increased regulation
21 1 c 2d 3a 4b
22 They could come to the end of their contract (and not have it renewed).
They could hand in their notice and leave at the end of the
period of notice.
They could be dismissed (fired), i.e. lose their job because
they have done something wrong or badly, or as a way of
saving the cost of employing them.
They could also be made redundant, i.e. lose their job
because their employer no longer needs them.
They could leave as a result of the employer's breach of
contract and sue for constructive dismissal.
23 1 When an employee resigns due to his/her employer's
behaviour and brings an action against the employer. The employee must prove that the employer's actions were either in serious breach of contract or unlawful. 2 The allegations were untrue (so the client claims) and were made in front of another person.
24 1 To inform the recipient that one of his employees has
left his firm and intends to sue for damages.
2 Mr Tyler accused Ms Loushe of stealing confidential information.
3 A tribunal claim for constructive dismissal and a defamation suit (both are claims for damages).
4 Suggest an acceptable settlement (sat/sfactory proposals).
25 In 2e 3i 4a 5c
26 1 The letter states that our client would oe prepared to
discuss alternative means by which this matter might be resolved. This suggests that Ms Loushe is leaving her options open for the time being. 2 On the face of it, she is in a very strong bargaining position, due to the exact nature of Mr Tyler's conduct. It is possible that she may simply accept a return to work, together with some kind of financial compensation for hurt feelings. However, she may try to use the situation to her advantage and insist on the promotion and increase in salary mentioned in the letter (as well as this she may also require some kind of financial compensation due to the malicious nature Of Mr Tyler's actions). Alternatively, she may feel that she is no longer able to work for the firm and insist on a generous financial settlement.
27 Typical features of formal legal correspondence include: use of the passive, words of Latin origin often favoured over words of Anglo-Saxon origin, a tone which is often colder than business correspondence (which is generally more neutral), the use of (formal) standard phrases, e.g. we are instructed by the above named client.
28 1 her employment with your company 2 due to the circumstances under which the allegations against our client were made 3 satisfactory proposals for settlement of this matter 4 in connection with
5 stand excellent prospects of success should she decide
to pursue a claim 6 to commence proceedings against
you 7 a substantial increase in her remuneration would
shortly be forthcoming 8 instructed by the above named
9 In light of 10 a positive asset to the company
11 are informed
29 Full details of exactly what happened (including the circumstances of the alleged theft, what evidence Mr Tyler has and how he might have defamed Ms Loushe).
30 1 F (Ms Loushe has not come into work, but has not resigned or been dismissed.) 2 F (He fired her for professional negligence.) 3 T 4 T 5 T
31 On the face of it, not very convincing. Mr Tyler's suspicions are based purely on circumstantial evidence, conjecture and rumour. A lawyer would probably advise him to settle as soon as possible.
32 1 Concrete evidence of the alleged theft.
2 To take Mr Tyler to a tribunal (for censtructive dismissal).
3 He should offer a generous settlement.
4 The damages consist of two separate awards, the basic award and the compensatory award. The basic award is calculated according to a formula based on age, length of service and gross pay. The compensatory award is to compensate for the loss suffered through being unfairly dismissed.
5 £58,400
33 Before I can give you any advice. I need to establish the
relevant facts.
Please do give as much detail as possible, and try not to avoid any facts which may be uncomfortable. It's better I hear everything now in order to avoid any unfortunate surprises later.
It's probably best just to stick to the facts surrounding ... And you think that this is in some way connected with ...? I think you'd better tell me just what you suspect ... And do you have any proof...? So these are just suspicions? 34 Dear Sirs
Re: Jaycee Loushe
Thank you for your letter of 29 February 2008.
We cannot accept the allegations your client makes
against Mr Tyler. With regard to the specific points you
raise:
1 It is clear that Ms Loushe has misunderstood Mr Tyler's concern over the possible misuse of confidential information. Mr Tyler has certainly taken Ms Loushe into his confidence on this issue, but it had not occurred to him that the difficulties currently faced by David Tyler Construction Ltd could have anything to do with your client.
2 Our client denies ever having made any reference to Ms Loushe's possible promotion.
3 Our client denies ever having made any defamatory statements concerning Ms Loushe.
Should your client choose to pursue these allegations, Mr
Tyler will have no option but to file a counterclaim against
Ms Loushe for recovery of damages arising from her
sudden departure without notice.
Yours faithfully
long. Nelson and Yarbrough Solicitors
Tong, Nelson and Yarbrough Solicitors
Language Focus
1 1 to reach an agreement, an outcome, a settlement
2 to file a lawsuit
3 to deliver a judgment
4 to decide on an outcome, a settlement
5 to settle a dispute, a lawsuit
| verb | abstract noun | personal noun |
| settle | settlement | |
| resolve | resolution | |
| arbitrate | arbitration | arbitrator, arbiter |
| mediate | mediation | mediator |
3 2 resolve/settle 3 legal 4 alternative: resolution
4 2 You mentioned that...
3 Could you go back to the point about...
4 I'm afraid I didn't understand what you said about ...
5 Id 2c 3e 4a 5b
Unit 9
1 1 Public international law refers to the corpus of
legal rules that apply between sovereign states and international organisations (e.g. the United Nations and the International Court of Justice). Private international law is that part of law that deals with cases involving a foreign law element where different judgments may result depending on which jurisdiction's laws are applied. 2 The two main weapons available to the international community when a state refuses to comply with international law are sanctions (agreements among states to cease trade with a state that has violated international law) and the threat of war. It is sometimes said that most states follow most international law most of the time, and countries have often stretched or violated international law. Common justifications
for such violations include the claims that important national security and foreign policy goals are at stake. 3 If the case goes to trial, the court will first decide whether or not it has jurisdiction. The legal questions will then be identified, and choice of law rules will determine what laws should be applied. The case will then proceed according to these laws.
2 1 Custom, legislation and treaties
2 1 In which jurisdiction may a case be heard? 2 Which laws from which jurisdiction(s) apply?
3 A supranational legal framework is one that involves more than one country and has power or authority that is greater than that of single countries. The laws of a nation state are not applicable if in conflict with those of a supranational legal framework.
3 1 to: by: in 2 to 3 Under; to 4 to 5 on
41c 2d 3f 4a 5e 6b
5 If 2a 3c 4b 5e 6d
7 The topic of the first seminar is 'Recent developments in European labour law': it is intended for lawyers in private practice, in-house counsel or civil servants specialised in labour law or working with businesses, associations or trade unions at national or European level. The topic of the second seminar is 'Recent developments in European company law'; it is intended for lawyers in private practice, in-house counsel, officials in tax administrations, accountants and academics.
81B2A 3N 4B 5N
9 Directive 2007/36/EC on ...
... the 3rd and 6th Company Law Directives ...
... the Commission published its Communication
C0M(2007)394 ...
A recommendation on ...
... for the European Private Company Statute.
...the proposal for a Directive on ....
10 1 Recommendations and opinions 2 Regulations 3 Directives 4 Decisions 5 Communications
11 1 fully binding, binding on (The term binding upon is also used, although is increasingly less common in contemporary legal texts.) 2 Member State
3 achieve a goal, reach a goal (The two collocations mean the same.) 4 leave something to the discretion of 5 course of action
12 1 A landmark case (or landmark decision, landmark
ruling) is one that establishes a precedent which either substantially changes the interpretation of the law or establishes new case law on a particular issue. This case is considered to be a landmark case because it will have an impact on countries that do not have a minimum wage but who rely on collective bargaining.
2 a Laval: a Latvian construction company employed
to carry out some renovation work on a school
in Sweden; Laval gave the work to one of its
subsidiaries (see below). b Vaxholm: the Swedish town where the school was
located c L. and P. Baltic Bygg: the subsidiary company of
Laval who actually carried out the renovation work on
the school in Vaxholm
3 The case was heard in the Swedish Labour Court and
the European Court of Justice.
13 1 F (They 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 services10 Posting 11 disappointed
taswa «e»
16 1 Ideas emanating from one jurisdiction can be developed
by individuals or companies from other jurisdictions. leading to possible issues concerning international law, e.g. open source software, often developed collectively by programmers from many jurisdictions, sometimes infringes registered patents. 2 A case involving parties from different jurisdictions will often involve qjestions of a) what court has jurisdiction to hear a case, and b) what laws (from which jurisdictions) apply to which aspects of the case.
17 Headline 2
18 Id 2a 3c 4b
19 1 presumption 2 governs (to govern) 3 rigid 4 entitled (to entitle) 5 narrow 6 infringement 7 ruling 8 extended (to extend) 9 test
21 1 AT&T holds a patent on its voice-compression software
(referred to as AT&T's speech-processing computer in the decision). 2 Sending a part of a patented invention overseas to be incorporated into another product.
22 1 Section 271(f)' of the Patent Act provides that
infringement occurs when one 'supplies] ... from the United States', for 'combination' abroad, a patented invention's 'components'.
2 1 Unincorporated software is not a 'component' of an
invention under §271(f) because it is intangible (not material or physical) information. 2 Copies of Windows made overseas and installed abroad were not 'supplie[d] ... from the United States' uncer §271(f).
3 Microsoft was not liable under §271(f) because it did
not export the copies of Windows installed on the
foreign-made computers in question from the United
States, and therefore did not 'supplfy] ... from the
United States' 'components' of those computers.
23 The software at the centre of this case was first sent
from the United States to the foreign manufacturers either
on a master disk, or by electronic transmission. It was
then copied by the foreign recipients for installation on
computers mace and sold abroad. The ruling may have
been different had Microsoft physically supplied each copy
of Windows (i.e. by post on CD or DVD) that was then
installed on the foreign computers.
25 countries:Scotland. Austria. Germany, Slovenia, America (the term USA Is also mentioned). UK, Russia nationalities:Austrian, Turkish, British. American. Italian
26 1 A restaurant in Austria (Innsbruck)
2 The joint purchase of a restaurant from Mr Piombo
3 As a Turkish national. Mr Kundakci can't buy property in Austria.
4 Which court is competent to hear the case (has jurisdiction)
27 1 Slovenia 2 Germany 3 British 4 Scotland (UK)
5 Kentucky (USA) 6 Austria 7 Russia 8 email
9 Jones 10 credit rating
28 a1 Court must decide whether it has jurisdiction in each
of the possible legal actions in the case.
2 Break down the cause of action (the facts that give rise to the legal claim) into its component legal categories.
3 Once the legal issues have been determined, decide which laws should be applied.
4 Apply the appropriate law to reach a judgment.
5 Secure cross-border recognition of any award.
b 1 T 2 T 3 F (It is the facts that give rise to a legal action.) 4 F (It is a question that arises in connection with the main claim.) 5 T 6 F (Cross-border recognition needs to be secured separately.)
29 Welcome the client: Yes
Acquire information: Yes
Supply information and advise: The lawyer supplied a lot of information on the stages of a conflict of laws case, although he gave little actual advice. Presumably this will be included in his follow-up letter once he has had the opportunity to research the possible legal claims and issues in more depth. Part: Yes
30 a 1 rephrasing
2 giving examples
3 simplifying
4 giving further details
b rephrasing:to put it another way ...: this actually means ...
giving examples:for example, for instance simplifying:in essence, really giving further details:specifically, in particular
Student A
1 nationality: the official right to belong to a particular country;
2 dual citizenship: the state of being a member of two particular countries and having rights in both because of this
3 competent: a court is competent (or has competence) if it has jurisdiction to hear a particular lawsuit
4 forum shopping: the practice of filing a lawsuit in the jurisdiction thought most likely to provide a favourable outcome for the claimant
5 expat (= expatriate): a person who has decided to live in another country, often for work purposes or to retire
6 cause of action: the fact or facts that give a person the right to seek a legal remedy through litigation
Student B
1 joint purchase (of land): to buy land together with one or more other people or business entities
2 residence: the place where you live (a person may have his/her state of domicile elsewhere for tax or other purposes, especially if the residence is for convenience or temporary)
3 domicile: the place where a person has his or her permanent principal residence (home) to which he or she returns or intends to return
4 renvoi: the choice of law rules that may be applied whenever a court is directed to consider the law of another jurisdiction
5 cross-border recognition: for something (e.g. a judicial decision) from one jurisdiction to be accepted in another
6 adjudicate: to act as judge in a legal dispute; to make a formal decision about something
Language Focus
1 1 binding 2 advisory 3 customary 4 enforceable 5 governmental 6 intellectual
2 1 bilateral 2 non-governmental 3 supranational 4 inter-state
31c 2d 3a 4b
Unit io
1 1 A system that combines two or more aspects of different legal systems.
Mixed systems include those based on civil law and common law (e.g. Scotland, the Philippines and jurisdictions based on South African law), civil law and religious law (e.g. Egypt, Indonesia and Morocco). common law and religious law (e.g. India, Pakistan and Singapore).
3 The majority of English-speaking jurisdictions have common law or mixed systems based on common law.
2 1 The importance of comparative law is growing due
to the globalisation of world trade, which means that lawyers often have to work with more than one jurisdiction, and as a result of the increasing harmonisation of laws worldwide. Internationalism and democratisation have also led to the growth in importance of the study of comparative law.
2 HCC stands for the Hague Conference on Private International Law. It is a global intergovernmental organisation which aims to work for the progressive unification of private international law.
3 The Uniform Law on the International Sale of Goods, 1964.
3 1 Applicability of laws refers to the question that arises
when a case involves parties from more than one jurisdiction: which set of laws applies to the case?
2 International civil procedure refers to the process that courts will follow when hearing civil cases that have an international element.
3 Enforcement of judgments means the efforts that are made to make sure that a legal decision is obeyed (e.g. ensuring that an award for damages is paid, or that a contract is performed).
4 The phrase progressive unification of law is used to talk about the process by which laws from different jurisdictions are made more similar.
4 1 Civil law originated in ancient Rome and was later
developed in continental Europe.
2 Precedent is at the core of common law systems. The term refers to decisions that establish legal principles, or which reverse the decision in an earlier case. These precedents are then applied in future cases.
3 Stare decisis is the doctrine that compels lower courts to follow decisions made by higher courts.
4 codified law, enacted law
Note: The term written law is also used. These terms contrast with the terms uncodified law, unenacted law and unwritten law (all used to refer to precedent).
5 l subsequently 2 compels 3 rendered 4 paramount
In each pair, the second word (the one in the original text)
is more formal.
| Common law Civil law | ||
| Origin | England (from the 11th century on); reported judgments of adjudicated disputes | Roman lew, as codified in the Corpus Juris Civilis of Justinian |
| Countries found in | England, Wales and Ireland, 49 US states, nine Canadian provinces, most independent States of ihe British Commonwealth | Continental Europe and around the world |
| Importance of case law | Precedent is the major source of law: lower courts compelled to follow decisions of higher courts (stare decisis) | Supplements the codified body of law |
| Importance of enacted law | Priority given to unenacted law over enacted law | Priority given to enacted law over unenacted law |
7 Contrasting... is much more detailed than ...; A major difference between ... is ..., whereas ...; This difference in ... can be explainec by ...; ... while ... on the other hand; rather than ... it differs in ...; Conversely, the opposite is true
Expressing similarity
... share similar...; ... in both ... 8 1 differ in; On the other hand / Conversely
2 while the opposite is true
3 In both
4 A major difference between: On the other hand /
Conversely
10 1 The translator can translate a term incorrectly. This is
often due to interference from another language (i.e. the translator wrongly thinks that a similar sounding word from his or her own language means the same). It could also be because there is no equivalent concept in the language of the jurisdiction into which the text is being translated. In the latter case, the translator might choose a wrong word, leave out the unknown term or fail to provide an adequate paraphrase.
2 These problems can best be avoided if the translator has a good knowledge of both legal systems of the source language and the target language, or if the translator works together with someone who knows the legal system with which the translator is not familiar, or if the translator is fully aware of the problems that can occur and researches the unfamiliar terms very carefully.
3 A practising lawyer should be aware of these problems when making use of texts which have been or need to be translated so that he/she can make sure the quality of the translated text is good before relying on it. This is especially true when dealing with clients, documents and/or laws from another jurisdiction.
11 They need to be aware of the differences between different legal systems, which involves having a high level of familiarity with the legal systems of the countries 'originating and receiving the translated message'.
12 False friends are words that appear to be the same as other words in the target language, but which actually have a different meaning.
13 1 The first category includes concepts that have a nearly
identical equivalent in the target language.
2 The translator should research carefully and avoid
misleading the reader or distorting the message when choosing terms.
3 The problem posed by the third category is when there
are legal concepts with no near or rough equivalent in
the target legal system. They should be explained to the
degree necessary to the particular context.
17 1 Equitable remedies are the remedies developed by the oldcourts of equity, such as the Court of Chancery in England. These remedies are still available today in common-law jurisdictions and include injunction, specific performance, rescission and estoppel.
2 The doctrine of promissory estoppel prevents one party from withdrawing a promise made to a second party if the latter has reasonably relied on that promise and acted upon it to his detriment.
3 Some jurisdictions have different general categories of crime depending on their seriousness. In US jurisdictions, a misdemeanour is a lesser crime punishable by a fine and/or county jail time for up to one year. Misdemeanours are distinguished from felonies, which are more serious crimes and can be punished by a state prison term.
4 The thing of value that induces another to enter into a contract, including money payment, services offered in return and promises, is referred to as consideration. In common-law systems, consideration must be found in order for a contract to be legally binding. Consideration
Answer key