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Elements of a valid contract.

Key words: appointment, valid, offer, review, assent, consideration.

1. Before you listen the passage, talk about these questions.

1) What makes a contract valid?

2) Why do businesses need to rely on contracts?

Listening task.


2. Listen to the email and choose the correct answer.

1) According to the passage, what is Mr. Peterson’s contract about?

A an enforceable dispute

B an exchange of goods and services

C the need to sue

D an external dispute

2) Mr. Peterson wants to:

A give the contract more consideration

B meet with the other party

C accept the other party’s offer

D ask the lawyer to write a contract

3) To be enforceable, the terms of the contract must be:

A disputed C reviewed B exchanged D binding.



To: Max Horowitz

From: Mary Wong

Date: June 5

Subject: Peterson Contract


Dear Max,

Mr. Peterson called today to ask about the termsof a new contract. He wants to assent to the other party’s offer.He’d like to meet with you before giving acceptance, though. He also wants to know if his company will be giving the right consideration in return for the other company’s consideration services.

The objectof the contract is an exchange of goods and services between two companies. Mr. Peterson would like you to look at the contract to make sure that it is valid.

Above all, the terms should be binding. He wants it to be enforceable in case there is ever a dispute and they need to sue.

I have attached a copy of the contract here for you to review. Please let me know if you want to set an appointment with Mr. Peterson.

Best regards,



Vocabulary task.

3.Write a word that is similar in meaning to the underlined part.

1) Write the detailed proposal by one party that can be accepted by another party and lead to a contract _ _ _ _ _ .

2) The lawyer says the contract is with legal force _ _ _ _ _ .

3) Mr. Bale requested a meeting at a specific place, time _ _ _ _ _ _ _ _ _ .

4) Is this contract imposing an obligation or duty? _ _ _ _ _ _ _ _ .

5) Ms. Dorton was ready to agree with what had been proposed. __ _ _ _ .

6) Did you carefully look at and think about the contract? _ _ _ _ _ _ _ .

4.Fill in the blanks with words below:

acceptance exchange object consideration terms

1) Employees _________ their services for a monthly salary.

2) The _________ of this contract is employee benefits.

3) Jane was ready to give her _________ of the contract.

4) Charles changed the _________ of the contract.

5) Besides an offer and acceptance, and an intention to create legal relations, a valid contract must have _________ .


Listening task.

5. Listen to a conversation between a legal assistant and a client. Then answer the questions.

1) What problem is Mr. Peterson having?

A His contract with his employee is non-binding.

B He has had an argument with another company about their contract.

C He wants to negotiate the terms of a new contract.

D He needs the lawyer to rewrite a binding contract.


2) The legal assistant suggests that the client ________ the contract.

A terminate C ask a lawyer to review B enforce D assent

6. Listen again and complete the conversation.

Legal Assistant: Hello, Mr. Peterson. How are you today?

Client: Hi, Mary. I’m all right. I’m afraid I’m having a 1 ________ with a partner company.

Legal Assistant: Sounds like bad news. Do you want to make a(n) 2 ________ with Mr. Horowitz?

Client: Yes. I need to make sure that the terms of our contract are 3 __________ .

Legal Assistant: You have a 4 ________ contract?

Client: Yes, but I don’t know whether it’s 5 ________ .

Legal Assistant: I see. Our office will go over it with you.

Client: The sooner the better.

Legal Assistant: Would you like to 6 ________ on Wednesday?


Speaking task.

7. With a partner, act out the roles below based on the previous task. Then, switch roles. USE LANGUAGE SUCH AS:

I’m afraid we’re having...

Do you want to make an appointment...?

Do you have a valid contract.?

Student A:You are a legal assistant. Ask student B about:

• contract-related problems

• validity of contract

• if contract is enforcable

Student B:You are having a contractual problem. Talk to Student A about it.


Writing task.

8. You are a legal assistant sending an email to an attorney about a contract-related question. Use the information from Task 7 to fill out the email.

What is the problem with the contract?


What is the object of the contract?


What does the client want the attorney to determine about the contract?


3. The language of contract: terms and conditions.le

This unit looks at an extract from an international distribution agreement: a distributor contracts with a manufacturer to promote, sell and distribute the manufacturer’s products in a specific country. The contract terms form the basis of their agreement together.

Key words: ensure, distribute, returns, discretion, termination, shipment.

1. Before you read, discuss these questions:

1) If you agreed to be a distributor in your country for, say, a brand of sports shoes and clothes, manufactured abroad, what terms and conditions would you expect to discuss before signing a contract?

2) What kind of language can you expect to find in commercial contracts? Is it the same as everyday, spoken language, or can it often contain special expressions found only in contracts? Give some examples of typical ‘contract’ words and phrases.

Legal note: broadly speaking, terms and conditions have the same meaning.


Reading task.

2. Read the extract from a distribution agreement and answer these questions:

1) What are the seven key areas of agreement this extract covers? What is a quick way of finding out information like this?

2) Words starting with a capital letter indicate they are specifically defined somewhere in the contract, usually in the Definitions Clause (not shown in this extract). Which such words can you identify in Clause 1?




This Agreement is made on [date] by and between [Company A] (the Manufacturer), a company incorporated in [country] and having its registered office at [address], and [Company B\ (the Distributor), having its registered office at [address].

The parties hereto agree as follows:


The Manufacturer appoints the Distributor as its exclusive distributor for [product range] (the Products), more specifically described in the Schedule for the Term of this Agreement and all renewals thereof, and grants to the Distributor the right to perform all those services in [country or region] (the Territory) with respect to the Products as are normally performed by a manufacturer’s stockist, distributor and exclusive sales representative.


This Agreement shall commence on [date] and shall be for THREE (3) years (the Initial Term). Thereafter, the Agreement shall be renewed annually and automatically, unless written notice of termination is provided by either party at least SIX (6) months prior to the end of the then current contract year.


a) The Distributor shall have exclusive distribution in the Territory for the Products. The Manufacturer shall refer all orders from the Territory to the Distributor and such orders shall be fulfilled by the Distributor.

b) The Distributor shall provide warehousing services for all the Products, and shall promote their sale, process orders, collect payment and ship to customers.


a) Risk of loss of or damage to any consignment of the Products shall pass to the Distributor from the time the Products are delivered to the Distributor’s shipping agent.

b) The Manufacturer shall bear the cost of delivery of the

Products to the Distributor’s shipping agent. Upon receipt of the Products, the Distributor shall arrange and bear the cost (including insurance cost) for the Products to be unloaded, stored and shipped to the Distributor’s own warehouse,

c) The Manufacturer shall ensure that the packing of the Products meets industry standards or such other specifications as may be agreed in writing by the parties and that the Products arrive in good condition at the Distributor’s shipping agent. In the event of any defective Products being received, the Manufacturer is obliged to accept their return for replacement or repayment at the invoiced price.


a) The Distributor shall include each Product distributed by it in accordance with this Agreement in all its appropriate catalogues, brochures, advertisements and exhibitions for which the Distributor shall deem such Products appropriate.

b) The Distributor shall also at its sole discretion use its own mailing lists to promote the Products.


Products supplied by the Manufacturer shall be handled under the following terms:

a) The Distributor agrees to purchase its stock from the Manufacturer at x% discount off the Manufacturer’s domestic list price.

b) The Manufacturer shall invoice the Distributor in US dollars on 180 days’ credit terms and all payment shall be made by the Distributor in US dollars.


The Manufacturer agrees at its sole discretion to accept returns of up to 10% of unsold Products based on the annual turnover of the Distributor with the Manufacturer. Any unsold Products mustbe in saleable condition to be acceptedby the Manufacturer. The Distributor has to bear all the related expenses incurred in returning the Products to the Manufacturer’s warehouse.


3. Read the extract again and say whether these statements are true (T) or false (F). Correct the false ones.

1) Both manufacturer and distributor must state what their official registered business address is.

2) The country or region where the distributor has rights to sell the manufacturer’s products is referred to as the Territory.

3) The heading to Clause 2, Term, has the same meaning as in terms and conditions.

4) Rights for distribution of the products in the agreed territory can also be given to other distributors.

5) The distributor must pay for the products to be delivered from the manufacturer to the distributor’s shipping agent.

6) If the manufacturer delivers faulty products, then the manufacturer must replace them or repay the price stated on the invoice.

7) The manufacturer will tell the distributor where to advertise and promote the products.

8) The manufacturer must take back any products not sold by the distributor.

Vocabulary task.

4. Find words or phrases (legal terminology) in the distribution agreement which fit these meanings.

1) legally established or set up in (agreement introduction);

2) only (Clause 1);

3) a part of the contract where specific details and technical specifications are listed, to avoid writing such details in the main part of the contract (Clause 1);

4) the first period of the agreement (Clause 2);

5) information that one party wishes to end the contract (Clause 2);

6) carried out, completed (e.g. an order, an obligation) (Clause 3a);

7) be responsible for paying for something (Clause 4b);

8) satisfies (a standard, a requirement) (Clause 4c);

9) must (Clause 4c);

10) consider (e.g. to be appropriate) (Clause 5a);

11) the exclusive right to decide (Clause 5b);

12) resulting from (in relation to costs/expenses) (Clause 7).


NOTE: contracts written in a formal style contain adverbs such as hereto, hereby, therein and thereafter. As a general rule, here means ‘this document/place/time’ – the one we are referring to – and there means ‘that document/place/time’ – a different one.

5. Use the adverbs below to complete the second phrase in each pair. There are some adverbs that you will not need:

hereby hereto hereunder herewith therefor therein thereof

1) the Schedule attached to this Agreement – the Schedule attached …

2) the technical specifications referred to in that Schedule – the technical specifications referred to …

3) it is agreed by this document – it is agreed …

4) ... the services and the payment for those services

... the services and the payment

6. Use the prepositions to complete the sentences from the agreement. Some are used more than once:

at between by in of on to upon with

1) This Agreement is made … [date] … and … Company A and Company B.

2) The Manufacturer grants … a the Distributor the right to perform services … respect … the Products as are normally performed … a distributor.

3) ... unless notice … termination is provided … either party … least six months … prior …. the end of the then current year.

4) Risk …. a loss …. or damage …. the Products shall pass … the Distributor.

5) The Manufacturer shall bear the cost …. delivery … the Products … the Distributor’s shipping agent … receipt …. the Products, the Distributor shall arrange.

6) ….. the event … any defective Products being received, ...

7) ... each Product distributed … accordance …. this Agreement.

7. Choose the best word to fill the gap from the choices A-D beside the additional extract from the distribution agreement.


This Agreement is made 1….. to the laws of [country]. In the 2… of any 3….. between the 4 ….. which cannot be agreed by negotiation, each party shall have the 5…. to appoint a representative who will then attempt to negotiate on their 6…. , in 7…. with the regulated 8…. procedures in [country].

  A B C D
following allowing subject schedule
effort cases chance event
deal dispute regulation notice
persons clauses parties products
right costs retention review
breach case behalf contract
acquaintance acceptance accordance alteration
argument arbitration priority termination


Speaking task.

1) You own a studio room that you wish to rent to a student for at least 12 months. The studio is in good condition, it is furnished, and you have provided kitchen equipment and a television. Discuss with a colleague the key points you think the rental contract should include.

2) Find an example of a commercial contract (for instance, bank account or credit-card terms and conditions, a mobile phone contract, car-insurance agreement, etc.). Make notes so that you can summarise the main contents of the contract to a colleague.


Sample Memo



To: All staff

From:Michael McGovern, I.T.Centre

C.C. M. D. (c.c means carbon copies, and indicates that you have sent a copy of the memo to someone else)

Subject: Computer Access (The subject line should summarise what the memo is about)

Date: 18 August 2000

We will be upgrading the software installed on the network over the weekend. It is therefore possible that you may have problems accessing your computer on Monday morning.

If this is the case, please do one of the following:

• Press the restart key when the' “access denied” message comes up.

Phone extension 2291 for help from a technician. We are doing everything we can to make sure things go smoothly, and will be glad to help if you have any problems or queries.

(The text is divided into paragraphs.

• Use bullet points to list items)

MM (Put your initias at the end, not your full name)

Heading Segment

The heading contains five pieces of information and is designed to give the readers the important facts on who, what and when and follows the general format . The word memorandum or memo is usually centered at the top of the page.

TO: (readers' names and job titles)

FROM: (your name and job title)

DATE: (complete and current)

SUBJECT: (what the memo is about, highlighted in some way)

Troubleshooting hints:

Make sure you address the reader by his or her correct name and job title

Useful phrases for memos

Giving information:

This is to inform you that…

I am / We are pleased / sorry to inform you that…

I / We wish to inform you…

Requesting information:

I / We would like to have…

Could you give me / us…

Would you send me…

Giving instructions:

Please follow the new procedures…


Be sure to…

I / We want…

Reminding people to do something:

Do no forget to…

Please remember to…

Making recommendations:

I / We feel it is best to buy new equipment.

I / We recommend the XS model.

Sending a report:

Please see the attached report.

Asking for action:

Would everybody please send their comments by Friday.

Do… / Write… / Phone…


1. Complete the memo with the Past Simple or Present Perfect forms of the verbs in brackets.

TO: Peter Schofield

FROM: Jaqueline Delacroix

DATE: 5 July

RE: Counterfeiting

I'm worried about the sales of the range of fragrances we .................... (launch) two years ago. In the first year, sales ……………….. (increase) steadily. However, since the beginning of this year, sales ………………. (fall) by almost 10%. The reason for this is clear. Several firms in SE Asia ................... (copy) our designs and are now flooding the French market with them. This ………………… (become) a serious problem. Last month, I ………………. (organize) a team of investigators. Up to now, they ……………… (find) many counterfeit goods, which the Police ……………….. (seize) and impounded. Yesterday, I ………………. (contact) several firms who …………… (inform) me that they …………… (have) similar problems. They all …………… (lose) sales because of counterfeiting.



2. Read the memo and answer the following questions.


F.Lynch & Co. Ltd.(Head Office),

Nesson House, Newell Street, Birmingham B3 3E

To: Department Managers

Date: 10 November 2004

From: The Chief Accountant

Subject: Cheque Identification


Will all Department Managers remind their sales staff that all cheques must be accompanied by proper identification, i.e. cheque, store, or credit cards.

The store has experienced a number of bad debts over the past few months due to customers paying with bad cheques, and as the Christmas rush will soon be with us, this problem could increase unless sales staff are more careful.

Notices are placed round the store to explain the position to customers, but if staff experience any difficulty with a customer they should call over a manager or supervisor to deal with the matter.



Chief Accountant



1. Who sent memo, and what does it deal with?

2. What should the staff ask customers to do?

3. How are the staff supported, and what should they do if there are difficulties?

4. What will make the problem worse?

5. Which words used in the memo correspond to the following: balances that cannot be recovered because of?

3. Read the interoffice letter or memo. Work in pairs to answer the questions.


Vermont's finest all natural ice cream Interoffice Letter

To: Ben Cohen, Chairman of the Board

From: Chico Lager, Chief Operating Officer

Re: Compensation Policy Revision

Date: February 15,_________

We need to meet with the management group to discuss our compensation policy.

As you know, we have recently had problems hiring a good chief financial officer because of our salary ratio. You may not know that some of our current executives may leave for better salaries elsewhere.

To make compensation more flexible, I suggest we consider one or more of the following:

· expanding the five-to-one ratio to six- or seven- to-one

· adding to executive salaries with profit-sharing or stock options

· raising base salaries with some of the 7.5% set aside for projects

· creating opportunities for executives to earn bonuses based on performance

With your approval, I'll call a general meeting of the management group for next Friday at 9:00 a.m.


Chief Operating Officer


a) Where does information about the receiver, sender, and date appear?

b) What information appears next to "Re", meaning "regarding"?

c) Where does the sender "sign" an interoffice letter?

d) The first paragraph contains the main massage. What is the message here?

e) Subsequent paragraphs answer key questions that the reader is likely to have about the message. What is the question answered by the second paragraph?

f) What question is answered by the third paragraph? Why does the writer list his points?

Write a memo to Ben Cohen as a member of the management group or non-managerial staff. State whether the five-to-one salary ratio should be changed or not, and why?


This unit looks at how competition spurs on business development and makes impact on regulations.

Key words: bid, competitor, minor, advantage, edge, threat, booming.

1. Before you read the passage, talk about these questions.

1) What are some highly competitive professional fields?

2) Name something that may give one company an advantage over another.

Listening / Reading task.

2. Listen and read the memo to employees regarding a competing company. Then, mark the following statements as true (T) or false (F). What advantage does Hewster-Copeland have over Framer Associates?

1) Hewster-Copeland lost an important contract to Framer Associates.

2) Framer Associates had higher profits than Hewster-Copeland.

3) Suppliers suggest that people use Hewster- Copeland’s services.



To: Hewster-Copeland, Inc. Employees

From: Ronald Hewster, the CEO

Date: March 11th

Re: Framer Associates

Since Framer Associates won the bid for the city’s downtown revitalization contract, it has been getting a lot of publicity. That publicity has prompted new clients to seek out Framer Associates’ services and its business is booming. As a result, it has gone from being a minor player to one of our top competitors.

While it may seem like Framer Associates is a major threat to our company, I do not want any of our employees at Hewster-Copeland to think we are no longer a key player in the contracting and construction market. We have the advantage:

1) our reputation is solid;

2) and we have spent years building customer loyalty through hard work and dedication;

3) when it comes to experience and trustworthiness, we have the edge over Framers;

4) we have a good relationship with all of the material suppliers in our area.

Many of suppliers are always happy to mention our names and recommend our services to new customers. Just because we did not land the city Contract does not mean that we are ruined. In fact, earnings reports show that we still are the top grossing contracting and construction firm in the city.

I thank you all for your continued hard work in making Hewster-Copeland the best in the business.



Vocabulary task

3. Fill in the blanks with the correct words and phrases:

bid key player advantage land grossing

1) The company is a ……. in the auto industry.

2) Which company submitted the lowest …….. ?

3) BeautyCo’s line of makeup is its highest ………… product.

4) Ronald’s experience gave him a(n) ………..

5) Mary’s small business is just a ………….. industry.

6) James has been unable to …………. new clients.

4. Match the words with the definitions:

Contract competitor threat edge recommend boom

1) to increase or become more successful;

2) something that is able to cause damage or hurt;

3) to suggest;

4) a quality that helps a company succeed an agreement between two companies;

5) a rival in the same field


Listening task

5. Listen to a conversation between a manager and an employee. Mark the following statements as true (T) or false (F).

1) Janet is employed by Framer Associates.

2) Hewster-Copeland supplies construction materials.

3) The man is not concerned about the competition.

Speaking task

6. With a partner, act out the roles below, based on the dialogue from Task 5. Then switch roles. USE LANGUAGE SUCH AS:

What is it you wanted to talk to me about?

I can assure you...

It’s just been alarming to see ...


Student A:You are an employee who is concerned about how your company is doing. Ask student B about:

• the company’s strength

• why your company has an advantage

Make up a rival company name.

Student B:An employee wants to talk to you about how your company is doing. Answer Student A’s questions. Make up personal details about your employee.


Writing task.

7. You are a manager. Write a memo to your employees about your company’s competition (100-120 words). Talk about:


· Competition with a key player in the industry;

· An advantage you have over the competition;

· Bidding against your competitors for a project.


Writing CV/Resume

Preparing for a job: CVs and interviewsYou want a job. Answer the following questions.

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