Professional Legal English: Advocacy, Drafting & Client Communication

Welcome to Professional Legal English: Advocacy, Drafting & Client Communication. Follow Programme Reader 02 — Core Concepts & Vocabulary, then practise in the learning system. Sign in and use the study header to open your authorised course. Select this published lesson. Start Course Tutor with Auto audio on: it teaches continuously, answers a typed question, then resumes. Archaic adverbs are the signature of bad legal writing: hereinafter, hereinbefore, thereto, therein, thereof, whereof, hereunder, aforesaid. Here is a clause rewritten, with the reasoning stated at each change. The original: "In the event that the Purchaser shall fail and neglect to make payment of the aforesaid consideration amount within the time hereinbefore stipulated, the Vendor shall be entitled at its sole discretion to give notice in writing thereof to the Purchaser and thereafter, upon the expiry of a period of thirty days from the date thereof, to terminate this Agreement, whereupon all monies paid hereunder shall stand forfeited absolutely." Change one. "In the event that" becomes "If". Six words become one, with no loss. Change two. "shall fail and neglect to make payment of" becomes "does not pay". The doublet adds nothing, and the nominalisation hides the act. Change three. "the aforesaid consideration amount within the time hereinbefore stipulated" becomes "the Price by the Due Date", using defined terms. This is the important change: "aforesaid" and "hereinbefore stipulated" require the reader to search backwards and invite argument about which amount and which time are meant. Defined terms end the argument. Change four. "shall be entitled at its sole discretion to" becomes "may". The phrase "at its sole discretion" is usually redundant after "may", though it is worth keeping where the parties intend to exclude an implied requirement of reasonableness, which should then be said expressly. Change five. "give notice in writing thereof to the Purchaser and thereafter, upon the expiry of a period of thirty days from the date thereof" becomes "give the Purchaser written notice and, if the Price remains unpaid thirty days after that notice". The rewrite adds a condition the original omitted: the original allowed termination after thirty days even if payment had meanwhile been made, which no purchaser would accept and no vendor intended. Change six. "whereupon all monies paid hereunder shall stand forfeited absolutely" is left for separate consideration, because forfeiture clauses raise questions of penalty and relief against forfeiture that are matters of substance, not style. Flag it; do not silently rewrite it. The result: "If the Purchaser does not pay the Price by the Due Date, the Vendor may give the Purchaser written notice and, if the Price remains unpaid thirty days after that notice, may terminate this Agreement." Seventy words have become thirty-six, one ambiguity has been removed, one omission has been corrected, and one substantive issue has been identified for advice. Ask Course Tutor to explain this step: This is the important change: "aforesaid" and "hereinbefore stipulated" require the reader to search backwards and invite argument about which amount and which time are meant. Say what you tried. Pause and try this source task. What does replacing archaic adverbs usually reveal? The source answer is: An ambiguity they concealed. "Thereof" and "aforesaid" do not state what they refer to, and when the drafter must name the thing, it often emerges that two candidates exist. Using defined terms removes the ambiguity rather than merely modernising the prose. Compare your method and result, correct an error, then continue. Use Stop to end Course Tutor.