Home > Understanding Contracts > Legal Terminology or Jargon in Contracts

Legal Terminology or Jargon in Contracts

By: Lorna Elliott LLB (hons), Barrister - Updated: 15 Jul 2015 |
 
Legal Contracts Terms Agreements

Nowadays more and more lawyers use plain English in contracts, although there are some who still insist on using legalese. At worst this can mean that some contracts are impossible for non-lawyers to read, and is not helped by the fact that the law uses a number of Latin terms. These two elements can make reading contracts a baffling experience for the rest of us! Below are some of the most commonly used legal words and phrases and their explanations:

Best Endeavours

Contracts will often bind one or more parties to using ‘reasonable’ or ‘best’ endeavours to do something. There is no solid definition as to what this actually means, and lawyers have argued whether there is in fact a distinction between ‘reasonable’ and ‘best’ in this context. Broadly speaking, however, it places a burden on a party to a contract to ‘try their best’, or do all that can reasonably be expected of them in the circumstances.

Bona Fide

Bona fide literally means ‘in good faith’. In the context of agreements, this is used to describe the intentions of the parties. In other words, a ‘bona fide agreement’ is one which is entered into honestly and without an intention to defraud. The opposite of ‘bona fide’ is ‘mala fides’ which means ‘in bad faith.’

Dissolution

This refers to the act of bringing an agreement to an end. If an agreement is dissolved, either between the parties or by a court, both parties will be restored to their original positions (as they were before they entered into the contract.) This term is also used in relation to marriages and corporate partnerships, amongst other things.

Force Majeure

This provides a ‘get out clause’ for parties to a contract in the event that an unforeseen event, that was not within their control, prevents them from carrying out their obligations under the contract.

Implied Terms

These are terms that form part of the contract even though they are not expressly included in the text of the contract. Perhaps the most common are those provided in contracts for the sale and/or supply of goods. As an example: if A sells merchandise to B, B would be entitled to assume that A had the legal right to sell him the merchandise – even though this right may not be explicitly spelt out on the contract.

Infringement

This relates to trademarks, which are a form of intellectual property. A trademark is infringed if an unauthorised person has used it, or a very similar trademark, for their own gain.

Inter alia

This is a latin term that means ‘amongst other things.’ For example, the judge went on to say, inter alia, that the contract was unenforceable.

Passing Off

This is a tort in common law that protects the rights of someone who has an unregistered trademark. For example, if Y misleads members of the public into thinking that they are dealing with X trader (when in fact it is Y) in order for Y to make a profit for themselves, X will sue under this tort.

Preamble

A preamble is found at the start of a commercial agreement. There should be no legally binding terms in this part of the contract. It is simply used to provide an introduction by way of background to the agreement, or the nature of the parties to the contract (e.g. X is a manufacturer of goods supplying to Y, a seller of goods.)

Privity Of Contract

This rule forbids third parties from being able to sue or be sued under a contract to which they are not a signatory. It means that only the parties to a contract can sue or be sued under it.

Recitals

The recitals are very similar to the preamble and are situated at the beginning of the contract. The recitals often start with the word ‘Whereas’ and are also known as the ‘whereas clauses.’ This part of the contract should not contain rights or obligations of the parties, but is merely there to explain or introduce the nature of or background to the contractual relationship.

Restrictive Covenant

A restrictive covenant is most often seen in contracts relating to land and employment contracts. In the case of land, it restricts the land from being used or developed in certain ways. In the case of employment contracts, it restricts an employee from doing certain things at the end of his or her employment. This may include not competing with their former employer, not dealing with former clients, not ‘poaching’ former colleagues and not using the former employer’s confidential information for any purpose.

Undertaking

An undertaking is a promise to do, or not to do, something. It is commonly used between lawyers to prove their good intentions. For example, if an original document needed to be served by 4pm, a solicitor could fax it and provide an undertaking that the original would be posted first class that evening.

You might also like...
Share Your Story, Join the Discussion or Seek Advice..
I am a self-employed relief veterinarian. On June 11th, 2015I entered into an agreement with the manager of a veterinary practice to do relief work for a determined fee on : July6 8 am - 5:30 pm July7 8 am - 7 pm July9 8 am - 7 pm July 108 am - 5:30 pm July 238 am - 7 pm July 248 am - 5:30 pm July 278 am - 5:30 pm July 288 am - 7 pm July 298 am - 5:30 pm July 308 am - 5:30 pm July 318 am - 5:30 pm My hourly rate was accepted in writing (email), and the dates confirmed and booked by email. I have since worked July 6th through 10thas agreed upon. Today, July 15th I received an emailtelling me my servicesfor the rest of the agreed upon dates were no longer required as the practice has hired a new permanent veterinarian. I have reserved these dates for this practice and have not taken on other work during this time. It is impossible to fill these dates on such notice with otherrelief work. Am I entitled to some compensation for the loss of income, and if so what would be a reasonable amount to ask for and how do I properly word the demand? I can supply the email correspondence (it is not lengthy), if necessary. Thank you Andrea Brodie
Prudur - 15-Jul-15 @ 8:35 PM
I am a self-employed relief veterinarian. On June 11th, 2015I entered into an agreement with the manager of a veterinary practice to do relief work for a determined fee on : July6 8 am - 5:30 pm July7 8 am - 7 pm July9 8 am - 7 pm July 108 am - 5:30 pm July 238 am - 7 pm July 248 am - 5:30 pm July 278 am - 5:30 pm July 288 am - 7 pm July 298 am - 5:30 pm July 308 am - 5:30 pm July 318 am - 5:30 pm My hourly rate was accepted in writing (email), and the dates confirmed and booked by email. I have since worked July 6th through 10thas agreed upon. Today, July 15th I received an emailtelling me my servicesfor the rest of the agreed upon dates were no longer required as the practice has hired a new permanent veterinarian. I have reserved these dates for this practice and have not taken on other work during this time. It is impossible to fill these dates on such notice with otherrelief work. Am I entitled to some compensation for the loss of income, and if so what would be a reasonable amount to ask for and how do I properly word the demand? I can supply the email correspondence (it is not lengthy), if necessary. Thank you Andrea Brodie
Prudur - 15-Jul-15 @ 7:32 PM
Share Your Story, Join the Discussion or Seek Advice...
Title:
(never shown)
Firstname:
(never shown)
Surname:
(never shown)
Email:
(never shown)
Nickname:
(shown)
Comment:
Validate:
Enter word:
Topics
Latest Comments
  • Bikerboy700
    Re: The Law & Verbal Agreements
    A company called search point called me to renew a contract for google search adds. They kept calling and harassing me to…
    15 March 2024
  • Haris
    Re: Marriage Contracts
    will you marry me in my contact I m sengle my whatssap numbr +92 03110331553
    11 February 2024
  • Haris
    Re: Marriage Contracts
    I want to see marrie in my contact i am single whatssap number +92 03110331553
    11 February 2024
  • Avinchi
    Re: Marriage Contracts
    IGNORE COMMENTS! ((((ALL INDIANS SEE)))) Property Rights Under the law of marriage contracts a spouse has the right to live in the…
    22 October 2023
  • Judge Judy
    Re: Marriage Contracts
    Regarding the comments please ignore them (SCAM) Just marry me im a judge, 07538577290. Male - 28 Single.
    22 October 2023
  • Deb
    Re: Contracts and Self Employment
    I am self employed and have a contract my contract states my name and the word "employee" in every section. It has headings…
    28 September 2023
  • DEEP DHALI
    Re: Marriage Contracts
    Hi my name is DEEP KUMAR DHALI and I am from India my age was 21 years old any body have from uk women how i marry you please contact me in…
    15 August 2023
  • Yasin
    Re: Marriage Contracts
    I'm Pakistani my age 26 i need a gril in UK with contract marriage but I am very poor people My WhatsApp+923052150964
    13 July 2023
  • Chris
    Re: Broken Employment Contracts
    I am self-employed I run a sole trade business I received an order from a client to perform a service work We signed a written…
    4 April 2023
  • Junayed
    Re: Marriage Contracts
    I am Junayed and am From Bangladesh My WhatsApp 88012918210
    29 March 2023