Lexico-sementic characteristics of business letter correspondence.
As a beginning I am going to look at the subject of writing of business letters generally. In the main there are three stages transactions involving business contracts: first, negotiation of terms, second, drafting documents reflecting these terms, and third, litigation to enforce or to avoid executing of these terms. To my mind, a fourth might be added, the administration of contracts. I am going to look through the first two since the third and the fourth are related only to the field of law. A typical first stage of contract is two or more people having drink and talking about future dealing. A second phase might be letters written in order to work out an agreement. In these two early stages it will be helpful to know something about rules of contract. But what rules? Different nations borrow or create different legal systems, and even within a single country the rules may vary according to region or the kind of transaction involved. It is worth knowing that the distinctions in legal system of England are mainly historical. The history of writing business letters is undoubtedly connected with the history of development of legal language. English is in fact a latecomer as a legal language. Even after the Norman Conquest court pleadings in England were in French, and before that lawyers used Latin. Perhaps, some of our difficulties arise due to the fact that English was unacceptable in its childhood. Contract in English suggest Anglo-American contract rules. The main point is always to be aware that there are differences: the way they may be resolved usually is a problem for lawyers. With contracts the applicable law may be the law of the place where the contract is made; in other cases it may be the law of the place where the contract is to be performed. It is specified in preliminary negotiations which system of law is to apply. Diversity is characteristic feature of English; here is a wide range of alternatives to choose from in saying things, although the conciseness is sometimes lacking. Consequently, the use of English is a creative challenge. Almost too many riches are available for selection, that leads occasionally to masterpieces but more frequently to mistakes. English is less refined in its distinctions than French, for example, and this makes it harder to be clear. That does not mean that English is imprecise for all things are relative. If we compare English with Japanese, we will see that the latter possesses enormous degree of politeness to reflect the respectiveness of speaker and listener as well as of addresser and addressee. Here I cannot help mentioning the fact that as contracts are so unclear in what every side intends to do, a contract can sometimes put a company out of business. Thus everybody who is involved in any kind of business should study thoroughly the complex science of writing business letters and contracts. "Whereas the parties have engaged in a series of transactions resulting in dispute over accounting between them..." On the whole "Whereas" is acceptable, but what follows it needs particular care. "It is understood and agreed" On the one hand, it usually adds nothing, because every clause in the contract is "understood and agreed" or it would not be written into it. On the other hand, what it adds is an implication that other clauses are not backed up by this phrase: by including the one you exclude the other. «It is understood and agreed» ought to be banished. "Hereinafter" A decent enough little word doing the job of six ("Referred to later in this document"). "Hereinafter" frequently sets up abbreviated names for the contract parties. For example: "Knightsbridge International Drapes and Fishmonger, Ltd (hereinafter "Knightsbridge"). "Including Without Limitation" It is useful and at times essential phrase. Earlier Ive noted that mentioning certain things may exclude others by implication. Thus, "You may assign your exclusive British and Commonwealth rights" suggests that you may not assign other rights assuming you have any. Such pitfalls may be avoided by phrasing such as: "You may assign any and all your rights including without limitation your exclusive British and Commonwealth rights". But why specify any rights if all of them are included? Psychology is the main reason; people want specific things underscored in the contracts, and "Including Without Limitation" indulges this prediction. "Assignees and Licensees" These are important words which acceptability depends on ones point of view "Knightsbridge, its assignees and licensees..." suggests that Knightsbridge may hand you over to somebody else after contracts are signed. If you yourself happen to be Knightsbridge, you will want that particular right and should use the phrase. "Without Prejudice" It is a classic. The British use this phrase all by itself, leaving the reader intrigued. "Without Prejudice" to what exactly? Americans spell it out more elaborately, but if you stick to American way, remember "Including Without Limitation", or you may accidentally exclude something by implication. Legal rights, for example, are not the same thing as remedies the law offers to enforce them. Thus the American might write: "Without prejudice to any of my existing or future rights or remedies..." And this leads to another phrase. "And/or" It is an essential barbarism. In the preceding example Ive used the disjunctive "rights or remedies". This is not always good enough, and one may run into trouble with "Knightsbridge or Tefal or either of them shall..." What about both together? "Knightsbridge and Tefal", perhaps, followed by "or either". Occasionally the alternatives become overwhelming, thus and/or is convenient and generally accepted, although more detail is better. "Shall" If one says "Knightsbridge and/or Tefal shall have..." or "will have...", legally it should make no difference in the case you are consent in using one or the other. "Shall", however, is stronger than "will". Going from one to another might suggest that one obligation is stronger somehow than another. Perhaps, ones position may determine the choice. "You shall", however is bad form. "Understanding" It is a dangerous word. If you mean agreement you ought to say so. If you view of affairs that there is no agreement, "understanding" as a noun suggests the opposite or comes close to it. .it stands, in fact, as a monument to unsatisfactory compromise. The softness of the word conjures up pleasing images. "In accordance with our understanding..." can be interpreted in a number of ways. "Effect" Here is a little word which uses are insufficiently praised. Such a phrase as "We will produce..." is inaccurate, because the work will be subcontracted and the promise-maker technically defaults. Somebody else does the producing. Why not say "We will produce or cause to be produced..."? This is in fact often said, but it jars the ear. Accordingly "We will effect production..." highlights the point with greater skill. "Idea" This word is bad for your own side but helpful against others. Ideas as such are not generally protected by law. If you submit something to a company with any hope of reward you must find better phrasing than "my idea". Perhaps, "my format" or possibly "my property" is more appropriate. Naturally, if you can develop an idea into a format or protectable property, the more ambitious phrasing will be better justified. "As between us" It is useful, because people are always forgetting or neglecting to mention that a great many interests may be involved in what appears to be simple dialogue. "I reserve control over..." and "You have the final power of decision over..." sound like division of something into spheres, but frequently "I" am in turn controlled by my investors and "You" - by a foreign parent company, making the language of division inaccurate. Neither of us really controls anything, at least ultimately. Thus it will be useful to say, "As between us, I control..." and so on. "Spanning" Time periods are awkward things: "...for a period commencing August,1 and expiring November,15..." is clumsy; "...from August,1 to November,15..." is skeletal when informing how long a contract obligation endures. But during particular time periods one may be reporting for work, for example, three days out of every five, or doing something else that is within but not completely parallel to the entire time period involved. A happy solution is the word "Spanning". It goes this way: "Throughout the period spanning August,1 - November,15 inclusive you will render services as a consultant three days out of every five." It will be useful to put "inclusive" at the end for without it you may lose the date, concluding the period being spanned. "Negotiate in Good Faith" The negotiators have worked until late at night, all points but one have been worked out, the contract will never be signed without resolution of some particular impasse. What is there to do? Agree to "Negotiate in Good Faith" on the disputed point at later time. This is done frequently, but make no mistake about the outcome. The open point remains open. If it happens to be vital you may have no contract at all. "Negotiate in Good Faith" is one of those evasions that must be used sparingly. At the right time it prevents collapse, at the wrong time it promotes it. "Confirm" It suggests, of course, that something has been agreed upon before. You are writing now only to make a record of it. "I write to confirm that you admit substantial default in delivery" Frequently we encounter it in ordinary correspondence: "Confirming your order", "Confirming the main points of our agreement", and so on. "Furnish" It is a handy word which usefulness lies in the avoidance of worse alternatives. Suppose you transact to deliver a variety of elements as a package. "Deliver" leaves out, even though it may well be implied, the preliminary purchase or engagement of these elements, and at the other end it goes very far in suggesting responsibility for getting the package unscathed to where it belongs. Alternatives also may go wrong, slightly, each with its own implications. "Assign" involves legal title; "give" is lame and probably untrue; "transmit" means send. Thus each word misses some important - detail or implies unnecessary things. "Furnish" is sometimes useful when more popular words fall short or go too far. It has a good professional ring to it as well: "I agree to furnish all of the elements listed on Exhibit A annexed hereto and made part hereof by incorporation." Who is responsible for non-delivery and related questions can be dealt with in separate clauses. "Furnish" avoids jumping the gun. It keeps away from what ought to be treated independently but fills up enough space to stand firm. The word is good value. "Right but Not Obligation" One of the most splendid phrases available. Sometimes the grant of particular rights carries with it by implication a duty to exploit them. Authors, for example, often feel betrayed by their publishes, who have various rights "but do nothing about them." Royalties decrease as a result; and this situation, whether or not it reflects real criminality, is repeated in variety of industries and court cases. Accordingly it well suits the grantee of rights to make clear at the very beginning that he may abandon them. This possibility is more appropriately dealt with in separate clauses reciting the consequences. Still, contracts have been known to contain inconsistent provisions, and preliminary correspondence may not even reach the subject of rights. A quick phrase helps keep you out of trouble: "The Right but Not Obligation". Thus, "We shall have the Right but Not Obligation to grant sublicenses in Austria"("But if we fail, we fail"). Even this magic phrase has its limitations because good faith may require having a real go to exploiting the rights in question. Nevertheless "Right but Not Obligation" is useful, so much so as to become incantation and be said whenever circumstances allow it. I the other side challenges these words, it will be better to know this at once and work out alternatives or finish up the negotiations completely. "Exclusive" Its importance in contract English is vast, and its omission creates difficulties in good many informal drafts. Exclusivity as a contract term means that somebody is -barred from dealing with others in a specified area. Typically an employment may be exclusive in that the employee may not work for any one else, or a license may be exclusive in the sense that no competing licenses will be issued. Antitrust problems cluster around exclusive arrangements but they are not all automatically outlawed. It follows that one ought to specify whether or not exclusivity is part of many transactions. If not, the phrase "nonexclusive" does well enough. On the other hand, if a consultant is to be engaged solely by one company, or a distributorship awarded to nobody else except X, then "exclusive" is a word that deserves recitation. "Exclusive Right but Not Obligation" is an example that combines two phrases discussed here. The linking of concepts is a step in building a vocabulary of contract English. "Solely on condition that" One of the few phrases that can be considered better than its short counterparts. Why not just "if"? Because "if" by itself leaves open the possibility of open contingencies: "If Baker delivers 1,000 barrels I will buy them" is unclear if you will buy them only from Baker. Therefore what about "only if"? Sometimes this works out, but not always. "I will buy 1,000 barrels only if Baker delivers them" is an example of "only if" going fuzzy. One possible meaning is "not more than 1,000 barrels" with "only" assimilated with the wrong word. Here then a more elaborate phrase is justified. "I will buy 1,000 barrels solely on condition that Baker delivers them" makes everything clear. "Subject to" Few contracts can do without this phrase. Many promises can be made good only if certain things occur. The right procedure is to spell out these plausible impediments to the degree that you can reasonably foresee them. "We will deliver these subject to our receiving adequate supplies"; "Our agreement is subject to the laws of Connecticut"; "Subject to circumstances beyond our control ". Foreign esoteric words Every now and then a scholarly phrase becomes accepted in business usage. "Pro rate" and "pari passu" are Latin expressions but concern money. "Pro rata" proves helpful when payments are to be in a proportion reflecting earlier formulas in a contract. "Pari passu" is used when several people are paid at the same level or time out of a common fund. Latin, however, is not the only source of foreign phrases in business letters. "Force majeure" is a French phrase meaning circumstances beyond ones control. English itself has plenty of rare words. One example is "eschew"; how many times we see people struggling with negatives such as "and we agree not to produce (whatever it is) for a period of X". The more appropriate phrase would be "we will eschew production". But here it should be mentioned that not everyone can understand such phrases. Therefore rare words should be used only once in a long while. Those who uses them sparingly appears to be reliable. Some words against passive Until now the study of writing business letters has consisted largely of contract phrases accompanied by brief essays evaluating their usefulness. The words are only samplings and are presented mainly to conduce writing business letters in a proper way. It will be wrong, however, to bring this list to an end without mention of a more general problem that arises in connection with no fixed word pattern at all. It arises, rather from using too many passives. Such phrases as "The material will be delivered"; "The start date is to be decided"; "The figures must be approved" are obscure ones leaving unsettled who it is that delivers, who decides, and who does the approving. Which side it is to be? Lawsuits are the plausible outcome of leaving it all unsettled. Passives used in contracts can destroy the whole negotiations. "You will deliver" is better for it identifies the one who will do delivering. Certainly, "must be approved by us" violates other canons. "We shall have the right but not the obligation to approve" is less unfortunate. There is no doubt that passives do not suit business letters, and if they go all the way through without adding something like "by you" or "by us" they are intolerable. Once in a long while one may find passives used purposely to leave something unresolved. In those circumstances they will be in class with "negotiate in good faith", which Ive examined earlier. Thank you for an early reply. Very truly yours, P.Wilson.Jr Buyer . This is undoubtedly an import inquiry letter. In the first part of a letter there is a kind of introduction as a prospective customer approaches supplier for the first time ,and it is from this part that we found out that the correspondents are engaged in textile industry. The second part expresses request for detailed information about the goods in question, their prices and terms of possible transaction. In this example we come across the abbreviation concerning the terms of delivery, that is commonly accepted in the business world. It is interesting to know what this kind of abbreviations means: c.i.f. - cost, insurance, freight. If consignment is to be delivered according to c.i.f., then the supplier insures the goods and pays for the whole delivery. f.o.b. - free on board. If consignment is to be delivered according to f.o.b., then the supplier pays for transportation to port, steamer or air shipment and dispatch; and the customer pays for onward transportation and insurance. f.o.r. - free on rail. It is the same as f.o.b., but for railway transportation. c & f - cost and freight. If consignment is to be delivered according to c & f, then the supplier pays for the whole delivery and the customer - for insurance. It is worth mentioning here that the whole letter is written in a highly polite way, nevertheless it is quite precise and sticks to the point. . Example2 GRANT &CLARKSON 148 Mortimer Street London W1C 37D MATTHEWS & WILSON Ladies Clothing 421 Michigan Avenue Chicago, III.60602 30th October, 1996 Dear Sirs, We are pleased to make you an offer regarding our Swinger dresses and trouser suits in the size you require. Nearly all the models you saw at our fashion show are obtainable, except trouser suits in pink, of which the smaller sizes have been sold out. This line is being manufactured continuously, but will only be available again in February, so could be delivered to you in March. All other models can be supplied by the middle of January 1997, subject to our receiving your form order by 15th of November. Our c.i.f. prices are understood to be for sealand transport to Chicago. If you would prefer the goods to be sent by air freight, this will be charged extra at cost Trouser suits sizes 8-16 in white, yellow, red, turquoise, navy blue, black Sizes 12,14 also in pink per 100 $2,650.00 Swinger dresses sizes 8-16 in white, yellow, red, turquoise, black per 100 $1,845.00 You will be receiving price-list, cutting of our materials and a colour chart. These were airmailed to you this morning. Yours faithfully, F.T.Burke Export Department As you can clearly see it we face the second phase of business correspondence - the answering letter. It is very important, because it adjusts the relationships between two partners. It does not only characterise the company, but also advertises it. The purpose of the letter is to persuade the partner that you are the best in business. This letter contains the quotation in reply to an inquiry. In lots of similar letters the quotations are simply prices and another information asked for. But this sample is quite the opposite: it shows the customer that he met the sales-cautious businessman, who uses every opportunity to stimulate his correspondents interest in his goods by including the sales message. And the assurance that the customer will receive personal attention is read between the lines. In order to draw the attention of the customer to the products in question the supplier offers "cuttings of our materials and a colour chart". On the whole a firm offer is subject to certain conditions, a deadline for the receipt of orders, or a special price for certain quantities. Example 3. A business transaction often starts with an inquiry which may later be followed by an order. Both inquiry and order are meant to arose and stimulate business activity on the part of recipient. They are typically asking letters. Orders convey the writers intention to do business with his correspondent, usually to buy some goods from them. MATTHEWS & WILSON Ladies Clothing 421 Michigan Avenue Chicago, III.60602 GRANT &CLARKSON 148 Mortimer Street London W1C 37D November 4, 1996 Gentlemen: Thank you for your quotation of October 30. We have pleasure in placing an order with you for 1,900 Swinger dresses at Price: $38,745 in the colours and sizes specified below: Quantity Size Colour 50 8,16 white 100 10,12,14 white 50 8,16 turquoise 100 10,12,14 turquoise 50 8,16 red 100 10,12,14 red 50 16 yellow 100 10,12,14 yellow 50 16 black 100 10,12,14 black Delivery: air freight, c.i.f., Chicago We shall open a letter of credit with your bank as soon as we receive your order acknowledgement. Please arrange for immediate collection and transport since we need the dresses for Christmas. Very truly yours, Wilson Buyer It is indisputably an import order, and as we can notice placing orders is simple from the point of view of letter writing. The fact is that usually the purchasing department or the buyer fills in an order form. But in this case the correspondent prefers to write a letter in order to make certain points quite clear. There are special import regulations which are touched upon in the last paragraph: it is necessary to complete formalities and to stress delivery instructions. It should be mentioned here that the supplier must send order acknowledgement as an answer to order promptly to thank his customer for the order and to confirm it. If some conditions have changed, the customer must be notified. In the case the goods ordered are no longer available, a substitute may be offered. Example 4. What follows the order acknowledgement is the advice of dispatch. GRANT &CLARKSON 148 Mortimer Street London W1C 37D MATTHEWS & WILSON Ladies Clothing 421 Michigan Avenue Chicago, III.60602 20thNovember,1996 Dear Sirs: We have pleasure in notifying you that your credit was confirmed by our bank yesterday, 19th November. We have had the 1900 Swinger dresses collected today for transport by British Airways to Chicago on 25th November. Enclosed is our invoice for the goods in question plus the extra charges for air freight, packing list to facilitate customs clearance at your end, certificate of origin, air waybill and insurance policy. Hoping that this initial order will lead to further business, we are Yours faithfully F.T.Burke Export department The first thing to be done before writing such a letter is to examine carefully whether the partners account is valid or not. So in the first paragraph we come across phrase "your credit was confirmed by our bank yesterday". Air shipment for "Swinger" dresses is also mentioned here. The next paragraph deals with the documents which are necessary while importing goods: Invoice packing lists, certificate of origin, air waybill and insurance policy. As it is the initial order by MATTHEWS & WILSON, the GRANT & CLARKSON hopes to encourage them to place further orders, so their last phrase sounds very polite. Example 5 No matter how efficient a business firm tries to be, mistakes will happen. There might be a misunderstanding about the goods to be supplied; sometimes the consignment is dispatched too late or delays are caused in transit; defect is discovered when the equipment is put into operation and so on. Therefore a letter with the complaint expressed is sent. MATTHEWS & WILSON Ladies Clothing 421 Michigan Avenue Chicago, III.60602 November 22, 1996 GRANT &CLARKSON 148 Mortimer Street London W1C 37D Gentlemen: Thank you for your delivery of Swinger dresses which were ordered on November 4. However we wish to draw your attention to two matters. Of the red dresses supplied one lot of 100(size 12) included clothes of a lighter red than the other sizes. Since we deliver a collection of various sizes to each store, it would be obvious to customers that the clothes are dissimilar. In addition the red belt supplied does not match these dresses. We are returning two of these by separate mail, and would ask you to replace the whole lot by 100 dresses size 12 in the correct colour. As far as your charges for air freight are concerned, we agree to pay the extra costs which you invoiced. However your costs for packing and insurance must have been lower for air cargo, and we request you to take this fact into consideration and to make an adjustment to the invoice amount. Would you please send us a rectified invoice, reduced accordingly. We look forward to your dealing with these questions without delay. Very truly yours. Wilson. If this kind of letter is sent the customer is understandably annoyed, nevertheless there is no reason to write an angry letter of complaint. In the EXAMPLE 5 there are two complaints: the first is about the "Swinger" dresses colour and the second - about the fact that air freight seems too expensive to MATTHEW & WILSON. From this letter we see that the results are better for the correspondent takes the trouble to explain his complaint clearly and proposes ways in which matters can be put right. Example 6. Letters that are written in response to claims may be called adjustments. These letters are among the most difficult to write as they require under all circumstances patience, tact, and diplomacy. You will not lose your customer if you react at his claim promptly. GRANT &CLARKSON 148 Mortimer Street London W1C 37D MATTHEWS & WILSON Ladies Clothing 421 Michigan Avenue Chicago, III.60602 2nd December, 1996 Dear Sirs: The colour of the dresses about which you complain is indeed lighter than it should be. Apparently this was overlooked by controller responsible. Please accept our apologies for the oversight. We are sending you a new lot by air this week, and would ask you to return the faulty clothes at your convenience, carriage forward. Alternatively you may keep this lot for sale as seconds at a reduced price of &1,120. You are perfectly correct in saying that packing and insurance costs are normally less for cargo sent by air. May we remind you, however, in this case your request to send the goods by air was made at very short notice. It was not possible for us to use the lighter air freight packing materials, as most of the dresses were ready for shipment by sea freight (please see our letter of 9th November). Furthermore, our insurance is on an open policy at a flat rate, and depends on the value of the goods, not the method of transport. For these reasons our invoice No.14596 dated 15th November 1996 is still valid, and we look forward to receiving your remittance when due. Yours faithfully Burke The suppliers show their understanding of situation and express their willingness to adjust it. They say exactly what steps they are going to take, because a disappointed customer cannot be put off with mere apologies - he is entitled to know how the mistake will be remedied. The supplies convince their partners that they are really interested in maintaining good will. They try to avoid negative statements, and what even worse, accusations; they never forget that it is their customer who keeps them in business. Even when they write their customers about rejecting their claim on air freight, they try to give logical reasons for the refusal.