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If you are studying Legal English in order to work as a lawyer or legal practitioner in the United Kingdom, or you are taking the ILEC test or the TOLES test, then a greater understanding of how a contract is put together is essential. In this article, we look at the structure of a contract and some key words that appear regularly in these documents.
As you might expect, lawyers and legal secretaries tend to use a standard layout when preparing a contract. Most solicitors in the UK have access to Oyez forms, which are software templates that follow the typical contract structure and can be amended if necessary. This is known generally as a precedent bank or precedent library.
The aim of any legal document should be that it is written without ambiguity and that it should be read in as clear and as understandable way as possible. Generally, most contracts have become far easier to understand in contrast with the contracts of old.
The Structure of a Contract
A contract will typically contain the following parts:
The names and addresses of the parties
Representations and warranties
Boilerplate (or Miscellaneous) clauses
Recitals provide some background to the contract itself. While it has no specific legal effect, it can help a court to understand the contract if they need clarity. Definitions provide a further explanation of what certain terms mean within the contract.
The conditions precedent sets out the conditions that must be in place before the terms of the contract can come into force. Agreements set out the rights and obligations of all the parties involved. It is likely that these two will be where the solicitor has the most input into the document. This part of the contract will detail what would will happen if the seller does not deliver what they promised or the buyer does not pay.
Boilerplate clauses should already be written into the template and are the standard clauses that you will find in every contract, e.g. the assignment which details how a contract may be transferred to another party.
The schedule should contain the "small print" of the contract. Instead of placing detailed information within the main body of the contract, the parties may wish to include the minutiae in this part of the document. For example, it could contain a price list of goods that are to be sold.
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