摘要实务中有不少涉外经济合同纠纷是因各方对合同文字的理解不一而引起的,究其原因,主要是起草者对合同语言的特殊性缺乏应有的了解,结果导致合同语言的模糊性和不确定性。

本文从词法、句法及应用等三个层面对英文经贸合同语言的特殊性及其变化规律进行探讨,以期能有助于对此类合同的阅读和起草。

关键词：涉外合同；语言特征；阅读和起草ABSTRACTIn practice, the occurrence of inconsistency in interpretation of the contract English has resulted in a good few cases of disputes. In essence, it is largely due to the draftsman's failure to have a deep-in understanding of the underlying features of the contract language, which might lead to the ambiguities and uncertainties of the contract wording. This paper tries to analyze the linguistic features of English business contracts at the morphological, syntactical and discourse levels respectively with a view to rendering a help in the reading and drafting the contracts.Keywords：contract English ; language features; reading anddraftingContents1. Introduction (1)2. Literature review (2)2.1 Study of contract (2)2.2 Study of legal English (3)2.3 Study of contract English (3)2.4 The study of the stylistic features of contract English in China (4)3. The language features of contract English (6)3.1 The lexical features (6)3.1.1 Formal words (6)3.1.2 Archaic Words (7)3.1.3 Synonyms (8)3.1.4 Abbreviations (8)3.2 The syntax features (9)3.2.1 Active voice (9)3.2.2 Present tense (10)3.2.3 Shall+verb (10)3.3 The sentential features (11)3.3.1 Declarative sentences (11)3.3.2 Long sentences (12)3.3.3 Conditional clauses (13)4. Implications (15)4.1 Implication for reading contract English (15)4.2 Implication for drafting contract (16)5. Conclusion (17)Acknowledgements (18)References (19)1. IntroductionLanguage is much more than merely a means of communication. It is also a way of signaling, consciously or unconsciously, that we come from a particular area, or belong to a certain social group.[1]51 Every field of expertise develops its own language features.[2]36 The language of English used in contracts, or contract English, is an important branch of legal English. Legal English means the language of the law of England, America, and some other countries whose official language is English. These common law system countries have a history about several hundred years to express law in English. Legal English is a type of legal language with overlap of linguistics and the science of law. [3]6With China's carrying out the policy to promote reform and opening to the outside world, the establishment of market economy, the rapid development of our communication with foreign countries and China's entry to the WTO, there are more and more opportunities for us to communicate with those countries whose official language is English. When communicating with individuals, legal persons or other organizations from the English speaking countries, we often need to sign English contracts with them. Contract plays an important role in international economic and trade activities, as all achievements thereof will be finally embodied in it.How to correctly draft and understand contract language is of great importance to individuals and business organizations. There are a few books and papers dedicated to general principles of stylistic features of English for law, but none addresses questions of contract English in sufficient detail to be of significant practical use to the English contract learners in China. My dissertation attempts to present a comparatively detailed analysis of stylistic features of contract English with the expectation to better help contract learners or businessmen understand and draft English contract.2. Literature review2.1 Study of contractContract English, like English as a whole, is not static. It has undergone and is still undergoing enormous changes. The definition of contracts given by Karla C. Shippey[4]155: A Commercial Contract, in simplest terms, is merely an agreement made by two or more parties for the purpose of transacting business. In the eye of scholars the word contract is used in common speech, which simply refers to a writing containing terms on which the parties have agreed. Contract is often used in a more technical sense to mean "a promise, or a set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes a duty." Put quite simply, a contract is an agreement which the courts will enforce. [5]5A contract, in the simplest definition, is a promise enforceable by law. The promise may be to do something or to refrain from doing something. The making of a contract requires the mutual assent of two or more persons, one of them ordinarily making an offer and another accepting. If one of the parties fails to keep the promise, the other is entitled to legal recourse against him. The law of contracts has to do with such questions as whether a contract exists, what the meaning of it is, whether a contract has been broken, and what compensation is due the injured party.[6]6 Many contracts use the word agreement in the title. In some contexts the two words, contract and agreement, are synonyms and can be used interchangeably.While contract and agreement may both be used to mean a formal and legally enforceable arrangement, agreement may also refer to an informal arrangement not supported by consideration, such as an agreement between friends to play tennis on Saturday morning. So an agreement is really the main ingredient of a contract. But it is not every agreement that becomes a contract. To be a contract, that agreement must be enforceable in taw.2.2 Study of legal EnglishWhen we move into the domain of legal English, we must consider another continuum, the so-called general English. What precisely is general English is difficult to define. The concept is often left unspecified and regarded as an implicit norm, apparently based on intuitive knowledge of what is common use.[7]12Special English, of which legal English is one example, is often understood as being in some significant respects deviant from general English.That's to say, legal English is based on the general English with its own stylistic features.More recently, some linguists have begun to analyze certain language varieties in terms of sublanguages. One definition of this term is a "language used in a body of texts dealing with a circumscribed subject area in which the authors of the documents share a common vocabulary and common habits of word usage，The term carries with it the idea that the sublanguage is a subset, or part, of the language as a whole. Some characteristics that have been attributed to sublanguages include: they have a limited subject matter; (2) they contain lexical, syntactic, and semantic restrictions; (3) they allow "deviant" rules of grammar that are notacceptable in the standard language; and (4) certain constructions are unusually frequent.[1]142-143Most of these features seem to apply to legal English so we can also say that legal English is a sublanguage of English.2.3 Study of contract EnglishGenerally speaking, contract English is an important branch of legal English, which is the language of the contract of England, America, and some other countries whose official language is English.Since English is universally accepted as a commercial language, it is a usual practice in our foreign trade to conclude contracts in both English and Chinese languages; that is first to draft a contract in one language and then to render it into the other. There are a number of worthwhile guides to forensic linguistics in general, given their broad scope they are of great help to the English contract learners. Lord Mansfield[8]3, one of the most famous English judges, once observed that "most of the disputes in the world arise from words". He told us the significance of language. If one can command contract English quite well, it may be easier for him to read the English contract. It is highly possible that he could study and understand English contracts better than those who know little about contract English. A contract refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing. The language for contract is different from that for basic English or literature. In the Five Clocks, the American linguist Martin Joos[9]36advances the five stylistic varieties in English: the Frozen Style, the Formal Style, the Consultative Style, the Casual Style and the Intimate Style. The style of Contract English can be considered as the first one, which is the Frozen Style because the language habits of the profession cause lawyers (contract drafters) to frequently choose one means of expression over other possibilities. There are a few books and papers dedicated to general principles of stylistic features of English for law, such as the field's main journal,Forensic Linguistics[8], books as Investigating English Style written by David Crystal[10] , The Elements of Legal Style written by Bryan, A. Garner[11], so on and so forth.2.4 The study of the stylistic features of contract English in ChinaFor many years, the study of the stylistic features of contract English is limited. In our country, there are few books or articles talking about the language of contract. However,with China's carrying out the policy to promote reform and opening to the outside world and China's entry the WTO, there are more and more opportunities for us to communicate with those countries whose official language is English. When communicating with people or other organizations from the English speaking countries, we often need to sign English contracts with them. English contracts are becoming more and more important in our daily life. And people began to do more study on contract English.The language of contracts is not easy to understand. Wu Weiping [12] points out, “Most people know it difficult reading legal documents(in a narrow sense). In fact non-legal documents like contracts, trade brands are also difficult to read.”Due to the importance of contracts and difficulty of contractual language, more and more people have been turning their attention to them. Many school students, especially those majoring in business English are learning English of contracts and at the same time many scholars take profound interest in the study it. Many books and articl es are published and provide assistance in students’learning of the variety of English. Chen Jingying[13] describes the syntax features of the contract English. Hu Genshen[14]points out that many Latinate words are adopted in every possible case to replace synonyms of ordinary English to display formality and preciseness. Besides, Liao Yin[6]says that in business contracts, complicated prepositional phrases are often used insteadof ordinary ones. For example, the participants in the joint ventures shall commence discussion with regard to theextension of the period of existence of the venture and in the event of their agreeing upon such extension, they shall record such agreement in a written document signed by all of them not later than three years prior to the expiry of the current period.According to Fu Weiliang[15]，long sentences in English business contracts can define the rights and obligations of the concerned parties in an exact way, thus avoiding any possible misunderstanding and ambiguity.3. The language features of contract EnglishEnglish is now established as the leading international language. Legal English, as everybody knows, is playing a significant part in our Chinese people's life. With the development of the technology and economy and with the deepening of the policy of opening door to the outside world, frequent foreign exchanges and business transactions are increasing day by day between China and foreign countries. Inter-personal and inter-entity relations involved have to be defined and bound by contracts. In the business field, the staff concerned is required to execute the contract to cooperate with the foreign transactions. Thus, we can succeed in building our country into a prosperous one. One of the keys to the better command of contract is to acquire a deep and comprehensive realization of its stylistic features. Based on studies done by home and abroad researchers, the following part is trying to present a relatively comprehensive analyisis on the stylistic features of contract English.3.1 The lexical featuresThe goal of contract English is not the beautiful language, but the precise logic and professional statements, as well as clearly and rational thinking. The lexicon of contract English contracts is characterized by precision, formality and clarity. This part, based on the analysis of typical examples, attempts to explore English contracts from the aspects of formal words, archaic words, synonyms and abbreviations.3.1.1 Formal wordsFormal words also called as literary words or learned words, mainly appearing in formal writings, such as theoretical works, formal addresses and legal documents. Compared with general English, contract English is very formal. There are a lot of formal words, which are rarely used in general English,but used in contract. Here we list just a small sampling:Formal Words Informal WordsPurchase BuyModify/alter ChangeTerminate EndProceed GoRender MakeCommence Start/beginApproximately AboutDemonstrate ShowNotify Tell [16]322In the following three sentences, commence, terminate, at the commence of, upon the completion of, with regard to, in the event of, prior to mean respectively: begin, end, at the beginning of, at the end of, about, in case of, before. The former words are more formal than the latter ones, which make the contract sound formal.(1) The Agreement shall commence on this day and automatically terminate upon thebankruptcy or insolvency of either of the parties hereto.(2) Party A shall pay to Party B forty per cent of the total price for work,i.e., twohundred and eighty thousand (280,000.00) U.S. dollars only at the commence ofconstruction work of Party A's plant; and sixty per cent of the total price for work,i.e., four hundred and twenty thousand (420,000.00) U.S dollars only upon thecompletion of the work.(3) The participants in the Joint Venture shall commence discussion with regard tothe extension of the period of existence of the Venture and in the event of theiragreeing upon such extension, they shall record such agreement in written documentsigned by, all of them not later than three years prior to the expiry of the currentPeriod.3.1.2 Archaic WordsContract English has long been featured by a prominent archaic trait: words composed by "here", "there" and "where" followed by one or several propositions. In these words, "here" means "this", "there" equals "that", while "where" refers to "what" or "which". For example:Archaic words Modern meaningHereafter After thisHereby By means of this/By that meansHereof Of thisHereinafter Later in this contractThereafter After thatThereinafter In that part of contractWhereof Of whichWhereby By what; by which[16]365-366Look at the following sentence:The parties to the contract shall, in accordance with the principle of good faith, execute the rights and perform the obligations hereof.[17]42.The contract is not defensible and is in danger of leaks without "hereof ". The word "hereof "leads to economy of expression since it replaces the longer phrase "of the contract" in the example to modify and limit "rights and obligations".3.1.3 SynonymsUsing synonyms in legal English occurs very often. The purpose of this kind of use is not only to respect the tradition, but also to seek exactitude and completion of meaning. As it has been mentioned by many linguists, legal English adheres much to tradition. There are many moresuch synonymous pairs:terms and conditions, settle claims and debts, import duty and tax, customs andusages, missing and disappeared person, willful and malicious injury, elderly andaged, able covenants, libel and slander, goods and chattels, etc.For examples:(1) They declared the contract null and void.(2) The packing and wrapping expenses shall be borne by the buyer.3.1.4 AbbreviationsWhen draftsmen draft contract, they use lots of abbreviations in order to make full use of simple, quick and efficient method to rush at the commerce opportunity. Therefore, the use of abbreviations is becoming wilder and wilder and the scope is larger and larger. We can find abbreviations in everywhere such as politics, economy, trade, law, transportation, insurance for the sake of expressing more conveniently. Generally speaking, abbreviations are capitalized. In drafting contract, abbreviations prove to be helpful for spelling but at the same time cause the trouble in understanding.Abbreviations are typical features of business contract. In our samples, we have many:(1) The price shall be based on CIF basis. (CIF= Cost, Insurance, Freight)(2) In case by M/T or T/T. (M/T=metric ton) (T/T= telegraphic transfer)(3) On FOB-basis. (FOB= free on board)(4) W.P.A. (WRA= with particular average)(5) L/C. (L/C= letter of credit)3.2 The syntax features3.2.1 Active voiceWe can easily find that active voice is the dominance in foreign contract. In foreign contract, active voice is a very striking feature. Because contract is an agreement, enforceable by law between two or more people or groups. Foreign contract also serves to concentrate the minds of the parties in deciding a number of important things, such as who bears a particular risk, who should insure against that risk, who should perform some tasks and who should do other tasks, and so on.[16]235It is required that the language has logical clarity and precise reasoning so as to be understood by the public. In order to achieve the conciseness, the business contract is generally expressed in a straightful way with lots of active voice. Active voice involves the speakers as 'private person' with their own thoughts, feelings and experiences, and not as 'public persons'. Active voice denotes the sense of unaffectedness, unequivocality, directness and powerfulness. For examples:(1)The sellers shall send together with the shipment one copy each of the above-mentioned documents.(2)Sellers agree to sell the undenmentioned goods on terms and conditions stipulated Below.(3)Whereas Party A agrees to sell to Party B products.(4)The "effective date" as used herein shall mean the date determined under Article 10 hereof.Compared with the active voice, passive voice is not used as frequently as active voice. Passive voice is primarily non- personal or factual, it doesn't involve the speakers as 'private persons'. The emphasis is on the facts and events and not on the speaker's involvement in them.3.2.2 Present tenseIn English, there are only two tenses: simple past and simple present. We commonly assume that the tense of a verb tells us when the action it refers to takes, took, or will take place. Present-tense implies a lack of distance between the narrator and the events. It is not true that the English present tense exclusively, even refers to events which are actually happening at the time of speaking or writing.The simple present tense is the most predominant tense of the 12 traditional verb tenses in business contract. This tense is used frequently in contract drafting. It is noticeable that the simple present tense is mainly utilized to denote the concept of "timeless" and "generalizations".[18]56 General statements suit for any particular time frame. In business contract, the present tense indicates that the law is always speaking. Many examples can be found in the samples:(1) The sellers shall present the following documents to the paying bank for negotiation.(2) Party B guarantees that the machines and equipment are unused.(3) Party B desires to obtain such technical data.(4) The terms and conditions of this contract are breached by either party.3.2.3 Shall+verbThe word, shall, typically expresses the future. Traditionally, it is used only in the first person (I shall and we shall). A contract is a legal document that defines the rights and liabilities of the parties concerned. "Shall" confers a duty to do an affirmative act. It implies a type of legal right or duty rather than the future tense or the modal meaning of volition.[19]22Commonly, the modal "shall+verb" is used to express obligations, whichserves to detail the obligations of one or more parties to a contract. In Chinese, 应该or 得is often used in defining the rights and liabilities,while in English "shall+verb" is often used. Of course there are other words such as should or will also have a similar meaning. However, shall is more compulsive and emphasized and means a legal liability. If one fails to fulfill something, it will result in a legal enforcement and remedy.Business contract tends to use the structure "shall+verb" more frequently.Like the following examples:1) The persons employed Party A shall be responsible to the Manager of Party A.甲方雇佣的一切人员都必须向甲方的经理负责。