Un bref rappel des termes contractuels les plus fréquemment employés en anglais.
Les contrats revêtent une importance capitale dans la vie quotidienne contemporaine, tant dans le domaine professionnel que dans toutes les formes d’entreprises, que ce soit pour des contrats de travail, des accords commerciaux ou simplement un contrat de téléphonie mobile. Nous exposons ici une série de termes et de vocabulaire essentiels, régulièrement rencontrés dans divers types de contrats en anglais. Ce document peut être consulté comme un guide de référence chaque fois que cela s’avère nécessaire !
Appendix – additional or supplementary documents added at the end of a contract which forms part of the contract and is also legally binding as such.
Assignment or Novation – this clause can stipulate whether parties may assign or give their rights or obligations under the contract to a third party.
Breach of contract – where one party breaks or does not fulfil their contractual obligations.
Clause – the sections and articles of a contract are referred to as clauses.
Deed – this type of contract does not require consideration to pass between the parties. It usually consists of transfer of property and must be signed and delivered in wet ink.
Express and implied terms – express terms are those written out specifically in the contract. Implied terms on the other hand are terms that are not expressly written out on paper, but may be taken by common law to be implied or “read into”the contract, or may be a “given” based on relations between the parties or historical transactions or customs.
Governing law of contract / jurisdiction – the contract should stipulate which country’s law will be applicable to the contract or govern the contract in the case of a dispute arising. Normally the applicable law would be the country or jurisdiction in which the offer was formed. This can however be negotiated between the parties, depending on bargaining power and agreement between them.
Indemnity clause – in the case of loss or damage, one party will indemnify the other and agree to compensate them for their losses. The Indemnified Party is the one who will compensate and pay out to the Indemnifying party, accepting all legal liability should a dispute arise.
Intellectual property rights – these are rights conferred on the creators of artistic designs, inventions or any other creations to protect their work and give them exclusive rights over the ownership and use of their work.
Lessee – person renting from landlord i.e. a tenant.
Lessor – landlord leasing a property.
Licence – the licensor will grant the licensee permission to use, sell, produce, or display the licensor’s work or property for a specified period of time. Licences can be issued for property, copyrighted material or brand names and patents.
Notice periods – period of time required to be given to other party before termination or before making amendments to the contract. This will normally be one of the most important clauses in the contract and will be very specifically set out. Notice normally is required to be given in writing.
Null and void – the clause or contract is not enforceable or legally binding.
Offer, acceptance and consideration – common law tradition states that for a contract to be legally binding and to come into force, there must be a clear offer and acceptance of this offer. There must also be some form of consideration given i.e a benefit, this could be a sum of money that is exchanged for example. If it cannot be proven that all three elements were present, a contract will likely be held null and void and therefore unenforceable should a dispute arise.
Party – The people entering into the contract are referred to as the “parties”.
Term – this clause sets out the length and duration of a contract, how long the contract will last for, when it begins and ends. It can be based on a specific date, or length of time and can also specify if it will be a rolling contract that automatically renews on a certain date. E.g. phone providers. It could also include what steps must be taken for renewal of the contract should the parties decide to renew the contract for a new term upon expiry.
Termination – This part of a contract sets out how and when the contract may be terminated by either party. It is usually very specific and strict and most termination clauses would involve a notice period with notice to be given in writing.
Termination for convenience – this is where one party may terminate a contract for any reason and usually stipulates that it must be done in writing and with a notice period.
Third party – another person or body that is not directly involved in the contract, they are not signatories to the contract and are not one of the contracting parties but may have an involvement in some form, for example being a buyer from one of the parties to the contract.
Warrant – usually a promise, statement or assurance by one party to the other that the goods or services are of a specific quality or that certain facts are accurate and true.
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