Section Three – Legal Documents

 

Theoretical Background

 

According to I.R. Galperin, legal documents represent a special substyle of the style of official documents [Galperin 1981]. Legal documents have a definite communicative aim and, accordingly, have a peculiar system of interrelated linguistic and stylistic features. The main communicative intention of this type of communication is to reach agreement between parties in an undertaking by regulating their rights, duties and activities. I.R. Galperin states that “these parties may be: the state and the citizen, or citizen and citizen; a society and its members; two or more enterprises or bodies; two or more governments, etc.”[Galperin 1981:312].

The pragmatic status of legal texts is connected with their performative nature: they not only describe, report, narrate and point out facts, information and arguments, but also have the property of performing legal actions and imposing obligations [Garzone 1999]. A. Kocbeck also claims that the legal sublanguage has an explicit performative character since it is used to pronounce judgments in courts, impose duties and obligations, confer rights, grant permission, and to express prohibition [Kocbek 2006]. Legal speech acts are classified as directive, commissive and constituitive. The performative markers include modal verbs ‘shall’ and ‘may’ to express obligation and permission, respectively, and a group of performative verbs, such as ‘to declare’, ‘to pronounce’, ‘to undertake’, ‘to assume a liability’ and ‘to grant’.

Legal English is a variety of English used by lawyers and other legal professionals in the course of their work. Although legal English has traditionally been the preserve of lawyers from English-speaking countries, today it is a global phenomenon. The present-day legal English is based on a standard version of English. However, legal English is characterized by some specific features. In particular, it reflects the complexity of legal thought and reasoning, but also verbosity and pompousness traditionally associated with the legal and judicial professions.

From a linguistic perspective legal English is highly professional and contains a number of unusual features which relate to terminology, grammar, linguistic structure and punctuation. The style of legal English can be defined as neutral because the main intention of lawyers and legislators is to have an effect on the understanding, rather than on feelings of the speaker or listener. The style of legal language is commonly referred to as “a cold style”, “an extremely formal style”, “a zero style” or “a frozen style” which allows little or no variation in form. Legal texts are devoid of any indications of private emotions and any traces of familiarity [Skrebnev 1994]. There are no exclamations or question marks in legal texts. Vocabulary items that can be found in legal texts are devoid of any emotional or expressive coloring, though some legal terms began as metaphors (e.g. a burden of proof – бремя доказательства, a binding agreement – юридически обязывающее соглашение, a broken promise – нарушенное обещание, etc.). The formality of legal documents is created through the extensive use of technical terms and formal or learned words of Latin, Greek and French origin.

In common with many other professional languages variations, legal English employs a great deal of terminology that is not generally familiar to ordinary people. Both single and compound legal terms are used in legal writings (e.g. defendant - ответчик, criminal negligence – преступная халатность, bail – залог, поручительство, waiver – отказ от права, претензии или иска, etc.). Legal terms, sometimes referred to as legal terms of art, have precise and fixed meanings which are not self-evident, but have to be defined. It is interesting to note that there is a long-standing tradition to define legal terms in a special definition section of international business contracts.

Many common English words when they are used in legal documents have either unusual meanings (e.g. action – судебное дело, судебный процесс, consideration – встречное удовлетворение, компенсация, возмещение, distress – наложение ареста на имущество, hand – подпись, party – сторона в соглашении, договоре или судебном процессе, same – указанный, satisfaction – оплата, погашение долга) or are characterized by an unusual bookish or a morphological form (e.g. amongst – среди, moneys - денежные средства, witnesseth - свидетельствует).

Legal English stems from Latin and French and therefore has got several etymological layers. Modern English legal vocabulary includes both native words and loan-words of Latin, French and Greek origin.

Certain legal terms, such as bequeathal (OE becwethan) - завещание, theft (OE thiefth, theofth, thyfth) – кража, guilt (OE gylt) - вина, land (OE land, lond) – земельный участок, землевладение are of Anglo-Saxon origin. The Anglo-Saxons made an extensive use of alliteration in their legal language, which survived in today’s English legal language in expressions such as aid and abet – помощь и содействие, any and all - любые, the truth, the whole truth, and nothing but the truth – правда, только правда иничего кроме правды, etc. In general, the alliteration technique is aimed at imparting a melodious effect to the utterance through the repetition of certain vowel or consonant sounds, in close succession, particularly at the beginning of successive words [Galperin 1981]. For example, D. Crystal states that “the repetition, alliteration, and rhythm of many expressions reflect the need, in an age before printing and general literacy, for the law to be remembered clearly, and passed consistently” [Crystal 1998:390]. H. Mattila notes that “melodious character of such speech formulas affirmed in listeners a depth of feeling that ensured respect for legal rules” [Mattila 2006]. It is also believed by some scholars that repetitions have filled legal rules with a sense of dignity and timeliness.

 

English legal texts are rich in polysyllabic bookish words of Latin origin (belligerency – состояние войны, code – закон, кодекс, negligence – преступная халатность) and purely Latin words, expressions and abbreviations (ad hoc – на данный случай, bona fide - добросовестный, de facto - фактически, de jure - юридически, pari passu – равно, наравне и одновременно, pro forma - в предварительном порядке, pro rata - пропорционально, per annum - годовых (о процентной ставке на финансовые инструменты), quorum – кворум, ultima - окончательный, prima facie – на первый взгляд, по первому впечатлению, proximо – в следующем месяце, viz. (from Latin videlicet) – а именно, то есть, p.a. (from Latin per annum) – годовых, etc.). For example: All losses incurred shall be paid out of the capital of the partnership or the profits arising from the partnership business, or, if both shall be deficient, by the partners on a pro rata basis, in proportion to their original contribution.

D. Crystal states that some Latin words and phrases have become part of the English language as a whole (e.g. affidavit – аффидевит, письменное показание под присягой, alibi - алиби, alias – вымышленное имя, прозвище, кличка) [Crystal 1998]. Students can find a longer list of Latin expressions contained in English legal texts in [Кокунова 2007].

Legal French had a strong lexical and morphological influence over legal English. Owing to the extensive borrowing of French legal terminology after the Norman Conquest, the French element in modern English legal vocabulary is extremely large (agreement – соглашение, appeal – обжалование решения суда, апелляция, assault – словесное оскорбление, угрозафизического насилия, bailiff – судебный пристав, claim – иск о возмещении убытков или ущерба, covenant – особое условие договора, counsel – участвующий в делеадвокат, барристер, court martial – военно-полевой суд, crime - преступление, default – невыполнение денежных обязательств, estoppel – лишение условие права возражения в ходесудебного разбирательства, executor – исполнитель завещания, force majeure - обстоятельства непреодолимой силы, guarantee – гарантия, plaintiff - истец, amicably – мирным путем, tenant - наниматель, арендатор, съемщик, lease – сдача имущества или земли внаём, lien – право ареста или удержания имущества до уплатыдолга, obligation - обязательство, parties – участники соглашения, plea – заявление, сделанное в суде одной из сторон или от ееимени, property - имущество, tort – гражданское правонарушение, verdict – решение присяжных, etc.), formal and ceremonial expressions (I do solemnly swear – яторжественно клянусь, Your Honour – Ваша Честь (обращение к судье), May it please the court – Если суд не возражает ). It should be marked thatlegal French contained many terms for which there were no English equivalents.

Compared with Latin and Legal French terms, technical terms of Greek origin employed by legal English are not so numerous in number and include such words as anonymous and autonomy.

Legal English is highly ritualistic, conservative and in many cases archaic [Голев 1999; Garzone 1999; Screbnev 1994]. Obsolescent elements are easily found in many legal prescriptive and administrative documents, such as agreements, by-laws, claims, contracts, conveyances, regulations, statutes, last wills and testaments, writs and the like. They include numerous words of Old and Middle English origin which are no longer in common use. The best-known examples of archaic words preserved in the contemporary legal documents include such forms as aforesaid - вышеизложенный, вышесказанный, aforementioned - вышеизложенный, вышесказанный, notwithstanding – несмотря на, witnesseth - свидетельствует and the so-called here -, there- and where -words (whereof - из чего, откуда, whereby - посредством чего, на основании чего, theretofore - доэтого времени, hereinabove - выше, henceforth - с этого времени, впредь, hereinbefore - выше, hereinafter - в дальнейшем, hereby - настоящим, hereinto - сюда, hereof - сего, в отношении этого, hereon - об этом, на этой основе, heretofore - прежде, до сих пор, herewith - настоящим, thereat - по этой причине, thereof - этого, того, thereunder - ниже, под этим, wherefore - по той причине, что, whatsoever - любой, wherewith - с помощью чего, etc.). Words like “herein” and “therein” may sometimes lead to economy of expression as they replace a longer phrase like “in this document” or “in this clause”. For instance: In consideration of the license granted herein, the User shall pay the license fee as specified in the Annex(es); The Parties hereby submit to the jurisdiction of English courts; This Power of Attorney shall remain valid from the date hereof until December 31, 2006 unless earlier revoked. Another interesting example of archaisms employed in legal texts is the use of “said” as an article, a demonstrative pronoun or an adjective.

Legal documents are marked by a variety of stereotyped ready-made expressions known as cliches (except as otherwise provided by the Statute; without limiting the generality of the foregoing; without prejudice to Article 5 hereof; unless otherwise agreed in writing; subject to clause 7 above, including without limitation to, etc). The same can be said about the introductory part of agreements and contracts technically known as recitals («преамбула») which is marked by a peculiar wording: Whereas ….., it is therefore agreed as follows – Учитывая….., стороны пришли к следующему соглашению. Though these speech formulas may sound strange to ordinary people, they are still an integral part of English legal documents.

The function of archaic words and stereotyped expressions in a legal discourse is terminological in its essence since they help maintain the precision and exactness of expression required by legal sublanguage [Galperin 1981]. M. Gotti claims that tried and proven archaic words and stereotyped elements coupled with specific legal terminology and phraseology are the safest course of action for lawyers and allow them to retain power over the laymen [Gotti 2003].

English lawyers also show a liking for tautology or use of synonyms or near-synonyms technically known as doublets and triplets (amended, supplemented or modified – с учетом поправок и изменений, bind and obligate – юридически связывать, breach and violation - нарушение, by and between - между, free and clear – без чего-л ., costs and expenses – издержки и расходы, null and void – ничтожный, утративший законную силу (о документе), on behalf and in the name of – от имени, terms and conditions – условия соглашения, save and except – за исключением, secret and confidential – конфиденциальный, successors and assigns – правопреемники, last will and testament – завещание, true and correct - правильный (например, о копии документа или о документе, переведенном с одного языка на другой). The thing is that legal writers in medieval England had a custom to string together a Latin or a French legal term with an Anglo-Saxon approximation to convey what is usually a single legal concept. The purpose of doubling was dual: to give weight, balance and elegance to the phrase, and to maximize the understanding of readers and listeners. It is proposed that binomial expressions retain a strong rhetorical value in modern legal English [Tiersma 1989].

Legal texts are marked by what is called an over-precision in the specification of detail. Indeed, many legal documents follow an “all-inclusiveness” communication strategy and try to cover as many contingencies as possible. For instance, contract drafters tend to make provision for virtually every possible set of facts by means of setting out a complex combination of factual possibilities (e.g. to meet all costs, charges, claims, liabilities and expenses; property, assets and business of the Company; to disclose, divulge, make public or make any use of information for any purpose or reason whatsoever; all motorized vehicles, including, but not limiting the generality of the foregoing, all cars, trucks, buses, tractors, motorcycles, and mopeds; to represent the company before any and all competent authorities, including any government department, ministry, bureau, office, institution, autonomous unit, organization or any other body of the Russian Federation). According to A. Kocbek, such constructs are intended to restrict interpretation possibilities of legal texts to the minimum [Kocbek 2006]. On the other hand, there is a room for some vagueness in legal documents to make them more operative as well as to permit a certain degree of flexibility in interpretation (in the use of any and expressions like or, elsewhere, other, as far as necessary, as the Contractor may think fit). For example: In as far as necessary the Pledgor herewith irrevocably authorizes the Pledgee to exercise these rights and to take all appropriate action on behalf of the Pledgor.

It appears that the most striking grammatical feature of legal documents is a high frequency of shall- forms. It is common knowledge that in ordinary English shall typically expresses the future tense. In legal English shall does not indicate futurity, but it is employed to convey the atmosphere of formality as well as to impose a legal obligation. For example: The annual meeting of shareholders shall be held on March 15, 2006; The resolution shall be authorized by a majority of the votes cast by the holders of shares entitled to vote at the Annual Meeting of Shareholders. In some cases shall may be construed as merely permissive or directory (as equivalentto may). M. Rissanen gives an interesting explanation of the preference of shall over will in legal English: “The aim of neutrality and generality favored the choice of a single auxiliary to indicate the neutral future and in this context the natural choice was ‘shall’ which was the more depersonalized of the two and frequently used when obligation was involved” [Rissanen 2000:122].

Another grammatical peculiarity of legal texts is the complete absence of personal pronouns. Indeed, contract drafters display preference for lexical repetition to pronoun reference to avoid misunderstanding and misinterpretation. It should be noted that repetition of a certain noun or a noun phrase occurs not only between sentences, but also between different parts within the same sentence. For example: The Borrower authorizes each Bank to apply any credit balance to which the Borrower is entitled on any account of the Borrower with that Bank in satisfaction of any sum due and payable from the Borrower to such Bank hereunder but unpaid.

English legal documents are characterized by a wide occurrence of phrasal verbs (to enter into an agreement – заключить соглашение, to write off debts – списать долги ) and passive infinitives, to be rendered into Russian as a subordinate clause. For example: The Company shall invest USD 300,000 as working capital for its business in the Territory, to be paid in full by the end of 2006.

Legal texts have a peculiar syntactic organization which reflects the complexity of legal thought and reasoning. To begin with, the word order used in legal documents seems to be very odd at times. For example, the standard phrase used at the beginning of a Power of Attorney Know all men by these presents – Be it known by anyone that… is marked by a completely uncommon word order and uncommon sentence structure [Altay 2002]. There is no single clear reason explaining this phenomenon, although the influence of French grammatical structures is certainly a contributing factor.

Yu. M. Skrebnev says that legal genres are marked by a very complex syntax as compared to that of commonly bookish texts [Skrebnev 1994]. I.R. Galperin notes that documents under consideration ‘have a general syntactical mode of combining several pronouncements into one sentence’ [Galperin 1981: 318]. Indeed, legal texts are extremely rich in complex sentences with a developed system of subordinate clauses. Special investigations show that complex sentences used in this sphere of communication are very long and may include up to 200 words [for example, see Агеева, Решетникова 2005]. For example: The undersigned, or any thereof, may at any time terminate this Agreement by delivering written notice to the Bank of its desire to have this terminated, but no such termination shall affect, impair or in any manner alter or change any rights of the Bank hereunder as to any then existing Bank Indebtedness or as to any renewals thereof, theretofore or thereafter made, and if there be more than one signer of this Subordination Agreement, such termination shall be effective only as to the one giving notice of termination.

This predilection for syntactically complex utterances in legal English is due to the need to place all information on a particular topic in one complete unit in conformity with the so-called “the one-sentence rule” in order to reduce ambiguity that may arise if the conditions of a provision are placed in separate sentences. It is very difficult to translate such excessively “wordy” and pompous sentences because there are too many ideas pushed into one sentence so by the time you get to the end, you have forgotten the beginning. The only solution to understand a text like this is to read it several times separating the ideas and looking for logical links between them. It is also advisable to apply the so-called separation transformations and split mammoth sentences into several shorter ones.

Other syntactical features of legal texts compiled in English include:

- passive forms (e.g. Interpretation and application of this Agreement shall

be governed by Swedish law; At least thirty days notice shall be given in writing to the Members, specifying the place, day and hour of meeting and the nature of business);

- subordinate clauses of condition starting with if, in the event of or provided

(that) (e.g. If there is a net profit for the financial year, the General Meeting shall allocate at least 5 percent thereof to the legal reserve required by law provided that no such allocation shall be required when the legal reserve amounts to at least 10 percent of the capital);

- complex prepositional phrases ( e.g. in accordance with smth. – в

соответствии с чем-либо, in conformity with smth. – в соответствии с чем-либо, with regard to – в отношении, относительно, in pursuance of – согласно чему-либо, pursuant to – согласно чему-либо, in connection with – в связи с чем-либо, in respect of – в отношении, относительно, by virtue of smth. – посредством чего-либо, благодаря чему-либо, в силу чего-либо, на основании чего-либо, subject to – подверженный чему-либо, подлежащий, подчиненный, subsequent to - после, prior to – ранее, до, etc.);

- nominalizations instead of base verbs (to be in addition to instead of to

add, to be in substitution for instead of to substitute, to submit to arbitration instead of to arbitrate, etc.);

- although a direct word order is dominant in English legal texts cases of

inversion can also be found in disclaimers and warranties as well as in specific sections of other legal documents (e.g. In no event shall the Manufacturer be held liable for any damage caused by the appliance or the system due to the use of inappropriate anti-freeze substances or additives – Производитель не несет ответственности за любой ущерб, причиненный прибором или системой в связи с ненадлежащим использованием антифриза или добавок[for more details see Петрук 2007].

Passive constructions are favored by lawyers and legislators because they enable them “to underline the objectivity of their findings and conclusions” [Mattila 2006:73]. Passives are extremely flexible and help us either conceal the subject of legal relation or highlight a relevant agent by moving it to the end of the sentence. In court situations passive constructions are also of great use, since they perfectly match the doctrine of the presumption of innocence. It is of note that in some cases the meaning of passivity can be also expressed by adjectivesending in –able. For example: The annual service fees for the Modules are payable under the terms of the Agreement for Annual Services.

It should be stressed that English legal documents are often characterized by a total lack of punctuation. For example: If any Tranche A Bank or Sub-Participant does not approve or is deemed not to approve of the extension of the repayment of the Loan then on the Original Repayment Date relating to the Loan the Borrower shall repay to such Tranche A Bank or to the Tranche B Bank for the account of such Sub-Participant such Tranche A Bank’s or Sub-Participant’s portion of the Loan together with all accrued interest and any other amounts then owing by the Borrower to such Tranche A Bank or the Tranche B Bank for the account of such Sub-Participant. D. Crystal claims that “the reasons for this peculiar feature of legal style are not entirely clear but they probably have to do with the early use of punctuation as a graphic device to help people read texts aloud. Most legal documents are purely written records, so there would have been little need to punctuate them. When these documents came to be printed, compositors developed the practice of printing texts without any punctuation at all” [Crystal 1988:390].

The most important legal documents widely employed in the practice of business communication are registration documents like statutes and charters, all sorts of agreements and contracts as well as powers of attorney and corporate minutes.

It is interesting to note that many legal documents have a fixed compositional structure. For instance, international business contracts and agreements fall into three parts: preamble, body and tail that must be arranged in a strict order. Corporate statutes are divided into sections, articles, paragraphs, sub-paragraphs and clauses. Each section, article or clause is capitalized in order to show the equality of different items included into the above-mentioned legal documents. Resolutions in corporate minutes are also marked by a peculiar compositional pattern. They must be written exactly as stated at the meeting, with the words RESOLVED and WHEREAS written in all capitals and the word That with an initial capital letter: RESOLVED That….

The Plain English Campaign was initiated to improve the clarity of legal English with a focus on the following areas:

- to eliminate archaic and Latin expressions;

- to reduce sentence length;

- to remove all unnecessary words and expressions;

- to reduce the use of passive constructions;

- to reduce the number of nominalization constructs;

- to replace “shall” with “must” or the present simple;

- to ensure that the legal text is gender-neutral.

But the gap between legal English and English used in everyday settings is very wide.

 

Suggested Topics for Discussion

1. What legal documents are widely used in the business environment?

2. What are the lexical peculiarities of English legal texts?

3. What syntactic structures are widely used in English legal texts?

 

Translation Practice

Text 1 - Extract from Corporate Charter

 

Article 1. Registered Office. The registered office of the Corporation is 1500 Mile Rd., Ferndale, Mi48220, County of Oakland, State of Michigan, or at such registered office as the Board of Directors may determine from time to time.

Article 2. Place of Meeting. All meetings of the Shareholders shall be held at the registered office or such other place, either within or without the State of Michigan, as may be determined from time to time by the Board of Directors.

Article 3. Annual Meeting of Shareholders. The annual meeting of Shareholders shall be held on the 15^th of December, if not a holiday, and if a holiday, then on the next business day following, at 12:00 o’clock in the afternoon, at local Detroit time. At said meeting Shareholders shall elect the Board of Directors and shall transact such other business as may be properly brought before the meeting.

Article 4. Notice of Meetings of Shareholders. Except as otherwise provided in the Michigan Business Corporation Act (hereinafter referred to as ‘the Act’), written notice of the time, place and purposes of a meeting of Shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting.

Article 5. List of Shareholders Entitled to Vote. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the Shareholders entitled to vote at the Shareholders’ meeting or any adjournment. The list shall:

a). Be arranged alphabetically within each class and series, with the address of and the number of shares held by each Shareholder;

b). Be subject to inspection by any Shareholder;

c). Be prima facie evidence as to who are the Shareholders entitled to examine the list or to vote at the meeting.

Article 6. Quorum of Shareholders. Unless a greater or lesser quorum is provided in the Articles of Incorporation or the Act, shares entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. The Shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present.

Article 7. Vote of Shareholders. Each outstanding share is entitled to one (1) vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation. A vote may be cast orally or in writing. When an action, other than the election of Directors, is to be taken by a vote of the Shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote, unless a greater majority is required by the Articles of Incorporation or the Act. Directors shall be elected by plurality of the votes cast at the election.

Article 8. Proxies. A Shareholder entitled to vote at a meeting of Shareholders or to express consent or dissent without a meeting may authorize one or more other persons to act for him by proxy. A proxy shall be signed by the Shareholder or his authorized agent or representative. A proxy is not valid after the expiration of three (3) years from its date of issue unless otherwise provided in the proxy.

Article 9. Consent of Shareholders in Lieu of Meeting. Any action required or permitted by the Act to be taken at an annual or special meeting of Shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted.

Article 10. Number and Term of Directors. The number of Directors which shall constitute the whole Board shall be one (1) Director. The First Board of Directors shall consist of one (1) Director. Thereafter, the number of Directors which shall constitute the Board of Directors for each ensuing year shall be determined at the annual meeting by vote of the Shareholders prior to such election; provided, however, that if a motion is not made and carried to increase or decrease the number of Directors, the Board shall be of the same number of Directors as were elected for the preceding year. The first Board of Directors shall hold office until the succeeding annual meeting. A Director shall hold office for the term for which he is elected until his successor is elected and qualified, or until his resignation or removal.

Article 11. Compensation of Directors. The Board of Directors, by affirmative vote of a majority of Directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of Directors or officers; but, approval of the Shareholders is required if this Statute so provides.

Article 12. Director’s Liability. A Director of the Corporation shall not be personally liable to the Corporation or its Shareholders for monetary damages and for breach of his or her duties as a Director except for liability (1) for any breach of the Director’s duty of loyalty to the Corporation or its Shareholders, (2) acts or omissions which involve an intentional misconduct or a knowing violation of law, (3) for any transaction from which the Director derived an improper personal benefit.

(Source: Charter of Akson International, Inc.)

Key Terms

annual meeting of shareholders годовое собрание акционеров компании

charter устав компании (syn. statute, Articles of Association (BE), Articles of Incorporation (AE))

compensation 1. денежная компенсация, возмещение 2. вознаграждение (fair ~ справедливая компенсация, insurance ~ страховое возмещение, legal ~ компенсация, полагающаяся по закону, partial ~ частичная компенсация, unemployment ~ пособие по безработице, ~ for expenses компенсация расходов, ~ for losses компенсация убытков, ~ in full компенсация в полном объеме)

motion предложение

omission бездействие

resignation отставка (to submit one’s ~ подавать заявление об отставке)

Word Combinations

an intentional misconduct намеренное халатное исполнение

своих должностных обязанностей;

должностное преступление

a knowing violation of law намеренное нарушение закона

a prima facie evidence достаточное доказательство

a stock transfer book книга регистрации перехода права

собственности на акции

to act for smb. by proxy действовать от имени кого-л. по доверенности

to be present by proxy участвовать в собрании акционеров

заочно через представителя,

действующего на основании доверенности

to be present in person лично присутствовать на собрании акционеров

to cast a vote голосовать

to hold office занимать пост, должность

to take an action принимать решение

Practical Assignments

Exercise 1. Identify Latin words and expressions used in the text and translate them into Russian.

Exercise 2. Translate the following sentences from English into Russian. Pay a special attention to the translation of English archaic forms like hereinafter:

1. The Agreement has been executed in as many original copies as there are

parties hereto, each party acknowledging to have received one.

2. The User shall be responsible for the selection and use of the

Licensed Software and for any information entered, used or stored therein.

3. The User acknowledges that the intellectual proprietary rights in the

Licensed Software and Software Documentation and all authorized copies thereof, are and shall at all times remain the property of S.W.I.F.T.

4. Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of Directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Exercise 3. Translate the following sentences from English into Russian. Pay a special attention to the translation of the verb shall.

1. All meetings of the Shareholders shall be held at the registered office or such other place, either within or without the State of Michigan, as may be determined from time to time by the Board of Directors.

2. At said meeting shareholders shall elect the Board of Directors and shall transact such other business as may be properly brought before the meeting.

3. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the Shareholders entitled to vote at the Shareholders’ meeting or any adjournment.

Exercise 4. Use partitioning transformations to translate the following English sentences into Russian.

1. The annual meeting of shareholders shall be held on the 15^th of

December, if not a holiday, and if a holiday, then on the next business day following, at 12:00 o’clock in the afternoon, at local Detroit time.

2. Any action required or permitted by the Act to be taken at an annual or

special meeting of Shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted.

Exercise 5. Read and translate the text.

 

Text 2 – Agency Agreement

 

This Agreement is made between:

Saif Group, P.O. Box 5204 Abu Dhabi, herein represented by Mr. Abdulla Othman Abu Baker, a Sudanese national, a holder of passport No. 746604, hereinafter referred to as the Sponsor

and

Uraltruboprovodstroi, P.O. Box 4421 Ekaterinburg, herein represented by Mr. Valery Petrovich Maltsev, a Russian national, a holder of passport No. 40 2289321 hereinafter referred to as the Company.

 

WHEREAS

1. The Company carries on business of General Contracting including Water, Gas, Oil Pipe Laying, Sewerage, Electrical works, Oil Fields Services and all activities related to Contracting;

2. The Sponsor is willing and is empowered to act as the local sponsor of the Company in the United Arab Emirates (hereinafter referred to as the Territory)

 

NOW THEREFORE IT IS AGREED AS FOLLOWS:

 

Article 1: The above recitals shall be read as an integral part of this Agreement.

Article 2: The name under which the Company shall carry on business in the Territory shall be Uraltruboporovodstroi International.

Article 3: The Company shall invest $ 300,000 as working capital for its business in the Territory, to be paid by the Second Party alone.

Article 4: The Sponsor shall use all reasonable endeavors to obtain registration of and issue of a trade license from the relevant authorities for the Company to enable it to carry on the business referred to in recital (1) above and shall provide the Company with all such services as have hitherto been provided by local sponsors of foreign companies in the Territory.

Article 5: The Company shall pay to the Sponsor a fee based on the gross amount received for each and every contract awarded to and executed by the Company. The aforesaid fee shall be calculated as follows:

a). A percentage of 2.5% (two and a half percent) of each contract awarded to the Company;

b). A special percentage to be agreed by both parties on a case-to-case basis shall be paid to the Sponsor when the Company is awarded any project through the Sponsor’s direct efforts.

Article 6: The Company shall remain the sole proprietor of its property, assets and business in the Territory and the Sponsor whose interest shall be limited to his entitlement under Article 5, shall have no other interest therein or claim thereto. The Company shall manage and supervise the business of the Company solely, without any interference from the Sponsor and shall open and maintain bank accounts and sign any bank documents and checks without any financial obligation on the part of the Sponsor and the Company shall engage any employees and obtain visas for the staff through the Sponsor and do all acts, deeds and things which the Company may deem necessary for the proper administration of the Company.

Article 7: All the works to be carried out by the Company shall be for its own account and, accordingly, it shall bear all the losses thereof and meet all costs, charges, claims, liabilities and expenses in connection therewith, and Sponsor shall not be held liable for any losses.

Article 8: The Sponsor shall not, whether during the continuance of this Agreement or at any time thereafter, disclose, divulge, make public or make any use of, for any purpose or reason whatsoever, any information or knowledge which may be confined in or become known to him regarding the business or affairs of the Company.

Article 9: The validity of this Agreement is three calendar years from the date of issue of the trade license, to be automatically renewed for another similar period. However, the Agreement may be terminated by the Company giving the Sponsor not less than six month notice in writing.

Article 10: The Sponsor may terminate this Agreement in the event:

a). of any material breach by the Company of the terms and conditions of this Agreement;

b). of bankruptcy of the Company after a court judgment.

Article 11: The failure of either party at any time and from time to time and in any particular context or connection to enforce any of the terms, conditions or stipulations herein contained shall not be construed as a waiver thereof nor of the right of either party at any time to enforce each and every such terms, conditions or stipulations aforesaid.

Article 12: No modification, change or alteration whatsoever shall be binding on the parties unless and until the same shall have been reduced to writing and signed by the parties. Neither party, whether the Company or the Sponsor, may assign his rights herein contained except by written consent of the other party.

Article 13: All disputes in relation to the interpretation or application or any matter relating to this Agreement shall be settled amicably between the parties.

Article 14: This Agreement constitutes the entire accord between the parties regarding the subject matter hereof and supersedes, cancels and replaces all and any previous agreements, writings and other undertakings whatsoever between the parties.

Article 15: This Agreement shall be construed and governed in all respects in accordance with the laws of the time being in force in the Emirate of Abu Dhabi.

 

In witness whereof, this Agreement has been executed on behalf of the parties hereto the day and year above written and this agreement has been duly notarized.

 

Key Terms

agreement соглашение (to carry out an ~ выполнять соглашение, to come to an ~ прийти к соглашению, to enter into an ~ заключить соглашение, to make an ~ заключить соглашение; an agency ~ агентское соглашение, a binding ~ юридическое соглашение, a bilateral ~ двухстороннее соглашение, a gentleman’s ~ джентльменское соглашение, a loan ~ кредитное соглашение, a trade ~ торговое соглашение)

bankruptcy банкротство предприятия

court judgment решение суда

dispute спор, разногласия

notice официальное уведомление

proprietor собственник, владелец

Word Combinations

to carry on business осуществлять деятельность

to disclose information разглашать информацию

to issue a license выдавать лицензию

to notarize documents нотариально заверить документы

to pay a fee оплатить комиссионное вознаграждение

to terminate an agreement выйти из соглашения

for one’s own account за чей-л. счет

represented by Mr. Maltsev в лице г-на Мальцева

hereinafter referred to as “the Company” в нижеследующем изложении “Компания”

Practical Assignments

Exercise 1. Match the words on the left with their definitions on the right.

Employee an owner of shares in a business

Shareholder the state of agreeing or being agreed; union

of opinions or sentiments; contract

Asset that which is given or serves as an equivalent

for services, debt, loss or suffering

Compensation one who works for an employer for salary or

wages

Agreement written news of something about to happen or

something that has happened; warning of

what will happen

Notice an article of goods or property available for

the payment of a person’s obligations or

debts

Exercise 2. Translate from English into Russian.

1. As a rule, restaurants have a very high proportion of their assets in fixed assets.

2. The company recently reached an agreement with BP to purchase 80 service stations in south-west France.

3. President Yeltsin has promised the public at least some compensation for savings lost last year.

4. The company gradually expands the use of the Internet as a quick and user-friendly medium to intensify its dialogue with private shareholders.

5. A notice of the annual meeting of shareholders has been directed to each shareholder at his address, as it appears on the records of shareholders of the corporation.

6. It is common practice for a brokerage firm to finance the purchase of seats for its employees.

Exercise 3. Translate from Russian into English.

1. Самый ценный актив компании представляют ее сотрудники.

2. Прибыль, полученная компанией в 2009 г., соответствует амбициозным задачам, поставленным нашими акционерами.

3. Г-ну Петрову была предложена компенсация за причиненный ущерб.

4. Акционерам компании был выплачен общий годовой дивиденд в размере 20 миллионов рублей.

5. Мы разработали эффективную систему оценки деятельности каждого сотрудника предприятия.

Exercise 4. Find all the archaic here-, there- and where -forms in the text and translate them from English into Russian.

Exercise 5. Find all the tautological terms in the text and explain why they occur in the present-day English legal texts.

Exercise 6. Compare translations of the following English phrase. Which of them is right? Give your reasons.

a). a Russian national

1. русский по национальности

2. гражданин России

Exercise 7. Translate the following sentences from English into Russian. Pay a special attention to the translation of English passive infinitives:

1. Additional licenses can be obtained through the signature by both parties

of a separate Annex(es), to be attached to the present Agreement.

2. A special percentage to be agreed by both parties on a case-to-case basis

shall be paid to the Sponsor when the Company is awarded any project through the Sponsor’s direct efforts.

3. All the works to be carried out by the Company shall be for its own account

and, accordingly, it shall bear all the losses thereof and meet all costs, charges, claims, liabilities and expenses in connection therewith, and Sponsor shall not be held liable for any losses.

Exercise 8. Translate the sentences below from Russian into English.

1. Продавец обязуется продать и передать в собственность покупателю, а Покупатель обязуется принять и оплатить следующие ценные бумаги (в дальнейшем «Ценные бумаги») эмитента (в дальнейшем «Эмитент»), как это оговорено ниже в соответствии с условиями настоящего Договора.

2. Покупатель принимает на себя обязательства осуществить все необходимые действия в отношении регистрации сделки по настоящему Договору в соответствии с требованиями законодательства Российской Федерации.

3. Продавец несет все расходы, связанные с перерегистрацией ценных бумаг и регистрацией сделки, включая комиссионное вознаграждение брокеру.

4. Покупатель начинает пользоваться правом собственности на ценные бумаги с момента перехода права собственности в реестре акционеров эмитента ценных бумаг.

5. Продавец заявляет и гарантирует, что он представляет собой юридическое лицо, надлежащим образом созданное и существующее в рамках законодательства королевства Швеции, и располагает всеми необходимыми разрешениями и лицензиями в рамках законодательства королевства Швеции для продажи ценных бумаг.

6. В случае невыполнения надлежащим образом Продавцом условий пункта 3.2. данного договора, он обязан уплатить Покупателю пеню в размере 0,5% от суммы сделки за каждый календарный день просрочки, но не более 10 %.

7. Все споры и разногласия, которые могут возникнуть из данного Договора или в связи с данным Договором, решаются между сторонами путем переговоров.

Exercise 9. Translate the text of Agency Agreement from English into Russian and analyze grammatical and lexical problems of the translation.

 

Text 3 – Power of Attorney

 

I, the undersigned, Olof Gabriel Andersson, passport No. 90 345495, issued by Taby police authority, date of issue: April 25 1989, registered address: 11, Green Av., Stockholm, Sweden, duly authorized for this act, hereby grant a Power of Attorney in favor of Igor A. Voronov, passport No. III-ОИ No. 538700, issued by the Kalininsky District Department of Internal Affairs, the city of Samara, date of issue: 11.06.77, registered address: Samara, Lesnaya ul., House 15, App. 36, to act in the name of Viking Investment Ltd. (hereinafter referred to as the Company) based on the Company’s instructions at the Russian Stock Exchange and the OTC market in order to represent the interests of the Company towards issuers and registrars in any matters specified by this Power of Attorney, to include:

- accept certificates and dividends;

- register the transfer of ownership rights to the securities from the Seller to the Buyer;

- register and delete the Company’s name to/from the issuers’ register;

- execute changes on the Company’s account in the issuers’ register;

- receive notes, extracts, drafts and any other documents issued by an issuer or registrar in order to execute above-mentioned acts.

This Power of Attorney shall remain in force until revoked in writing by the Company sent by fax or letter.

 

Stockholm, July 12, 1997

 

The Principal: Olof G. Andersson,

Managing Director

 

Key Terms

issuers’ register реестр эмитентов ценных бумаг

OTC market (over-the-counter market) внебиржевой (вторичный) рынок ценных бумаг

Notary Public государственный нотариус

power of attorney доверенность (general ~ генеральная доверенность)

registrar регистратор

Word Combinations

to accept certificates принимать сертификаты

to grant a power of attorney выдавать доверенность

to register the transfer of ownership rights to securities зарегистрировать переход прав собственности на ценные бумаги

to remain in force оставаться в силе, иметь юридическую силу

in favor of smb. в пользу кого-л.

Practical Assignments

Exercise 1. Match the words on the left with the correct definition.

1. power of attorney payment of a share of profit to

shareholders in a business company

2. principal a person whose duty is to keep records

or registers

3. securities a written instrument in which a principal

appoints an agent to perform certain

acts

4. registrar person for whom another acts as agent

in business

5. dividend document showing ownership of property

for money lent to a company

Exercise 2. Make a list of personal names used in the text and translate them by means of transcription, transliteration and loan translation techniques.

Exercise 3. Give suitable Russian equivalents to the following English phrases (the undersigned; passport No. 90 345495, issued by Taby police authority; to represent the interests of the Company towards issuers and registrars; any matters specified by this Power of Attorney; to register the transfer of ownership rights to the securities from the Seller to the Buyer).

Exercise 4. Translate the sentence below from English into Russian. Pay a special attention to the translation of the verb shall.

1. This Power of Attorney shall remain in force until revoked in writing by the Company sent by fax or letter.

Exercise 5. Read and translate the text.