Jun 17

Shifting Cultural Sensibilities in Language Use

Business English Training Courses, English Language Training, Language Training Courses No Comments »

Why is cross-cultural awareness important in language training and learning? Take the lingua franca of the international business world, for instance. Today, countries and organisations across the globe do business in a common language, English. Many European and Asian countries teach English as the second language to their children. After the dissolution of the former communist USSR, English became the favoured language of many former soviet republics aiming to become a part of the global society. Georgia, for instance, made a key linguistic switch: English mandatory for all students whereas Russian was optional.

Definition Language kdow i Shifting Cultural Sensibilities in Language Use

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With all this investment in English language teaching, are learners across the globe speaking the same language? And are they speaking it the same way? You may learn the technical parts such as grammar and punctuation, but what about the nuances, about what words connote and not simply denote? Moreover, does your cultural identity determine the style and register in your usage of the world’s lingua franca?

It most certainly does. And therefore, for those in an international setting, an appreciation of what lies beneath the more obvious differences in cultures is vital in teaching and learning a language. In understanding culture, the obvious differences in customs, clothes, food, etc. are easier to see. However, it is the hidden differences like the mind-set, values, beliefs, attitudes, sensibilities, prejudices and preferences that also determine how we communicate, whichever be the language of our choice.

Let’s look at three examples to understand the differences in the use of English between Asian speakers of English such as the Japanese or Indians and those native English speakers:

1. Nouniness and Verbiness

Indians and Japanese tend to use more nouns which make the language heavy and cumbersome; native users of the language, on the other hand, use more verbs which make the language more direct and dynamic.
E.g. “The candidate submitted an application for the job.” vs. “The candidate applied for the job.”
“The police conducted an investigation into the murder.” vs. “The police investigated the murder.”

The nominalisation in the former examples, which makes the language wordy, is related to an attitude, even among many Indians who have acquired English through academic studies that using big words and complex sentences make language impressive. This results in verbosity.

The point a trainer needs to drive home is “Speak or write to express, not to impress.”

2. Use of Passive Voice

Native-users of English prefer the active voice whereas Asian users tend to use the passive voice more. This directly relates to how they communicate in their own language.

E.g. Native Japanese speakers who want to treat their colleagues to lunch will politely say: “Watasi ni harawasete kudasai”, which corresponds to “Allow the bill to be paid by me.” The English “Let me pay” or “I’ll pay” would sound a bit rude and abrupt. Japanese or Indians are more reserved and formal, and the impersonal or distanced nature of passive voice matches their sensibility better. The western attitude prefers brisker “who did what” style of the active voice.

The point for the trainer here is to impress upon the English learners to make active voice the voice of their choice in every day communication or in business English, barring exceptions in negotiating or persuading where tone and politeness need to be kept in mind.

3. Direct and Indirect Expressions

Japanese and Indians find it rather more difficult to say “no” directly. It can sound rude or “in your face”. They would rather imply a negative than say it out loud. This can cause misunderstanding as westerners sometimes might assume a deal is done and dusted, whereas there was never a “yes” implied.

E.g. “Kangaete mimashoo” or “Let me think about it” can often mean an “I’m sorry, no”; a “Ah, soo desu ne” or “Ah, that is so”, depending on the intonation could mean, that is not so; or even a “Wakarimasita” or “I understand” could simply indicate understanding and not necessarily agreement. An Indian may say “Haan ji” or “Theek hai”, which when literally translated means “yes”, rather than the more direct “No” or “I can’t” which makes them uncomfortable or embarrassed. It could sometimes even be simple face-saving. Westerner are often frustrated at this “miscommunication” and at times even question the honesty of the communicator.

Training becomes essential in creating cultural awareness in sensibilities that include the concept of “face”, and that meaning sometimes lies between the lines, in the intonation and body language. Asians, on the other hand, need to understand the more direct “cards on the table” style of, for instance, their American counterpart where no impoliteness is intended. Because our beliefs and values are reflected in our communication, we need to share more than just words when we switch languages; we need to share and empathise with the other’s sensibility, attitude and thinking.

There are two lessons here for organisations and trainers:

i) Train employees in cross cultural awareness so the ‘hidden’ cultural differences like attitudes and values are understood and appreciated
ii) Note that sensibilities need to shift according to the language spoken, i.e. when using English, be more direct and precise, use the KISS principle of keeping your language short and simple, but without ever being rude or unprofessional; when using other languages, for example Asian ones, match your style to suit the more formal and indirect mindset of your audience or readership.

Our ability to communicate, negotiate and influence will be more effective and fulfilling if we truly learn to speak the same language, both verbal and non-verbal.

© Communicaid Group Ltd. 2013

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Apr 30

Speaking Globally, Communicating Locally

English Language Training, Language Training Courses 1 Comment »

In recent years, there has been a steady decline in the foreign language skills of native English speakers. Not only does this skills gap increase the need for English speakers to rely on interpreters with the risk that they misinterpret implicit messages or miss the cultural nuances of what has been said, but it also limits the credibility of professionals working internationally. This has been highlighted by UK Foreign Secretary, William Hague’s recent decision to reopen the Foreign and Commonwealth Office’s language school as reported recently by the BBC. The Commons Affairs Committee has stressed the need to focus on language skills when implementing promotion criteria for diplomats and has increased the FCO’s spending on language training by 50%. If language ability is neglected the government runs the risk of losing respect internationally and reducing its ability to influence key stakeholders within overseas governments and organisations.

Flags 2 Daniel Cardiffi Speaking Globally, Communicating Locally

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Sceptics may point out that developing high level language skills can be extremely costly and time consuming and that using interpreters or even translation software can be a more immediate and viable alternative. And with the rise of English as a global language don’t most large organisations and senior officials speak English fluently anyway?

However, organisations that adopt this attitude are missing a trick. Speaking the local language fluently improves the speed and ease of communication often leading to smoother messages, speedier decisions and a more engaged audience. Demonstrating an ability to speak the local language fluently also helps enormously when building relationships and establishing trust which in turn leads to increased business opportunities. After all, people do business with people they like and demonstrating that you can speak your counterpart’s language shows that you are interested in them and their culture and are investing your efforts in getting to know them better.

However well you may think your international counterparts speak English, nothing replaces the ability to speak, listen, read and write in their native language. It may be challenging to learn a new language in adult life but motivation will increase when the organisation shows that it values these skills and where professional development or personal improvement are at stake.

© Communicaid Group Ltd. 2013

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Jan 18

CBI Says UK Employees Need Language Skills

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“Operating effectively in a global economy relies on the right language skills – and the UK has the worst foreign language proficiency in Europe.” The CBI’s annual  CBI Education and Skills Survey 2012 provides bleak reading on the state of UK employees’ foreign language skills.  The UK’s share of global exports has gradually declined over the last ten years and, if the UK economy is to recover, we need to seek out new markets far away from our recession-hit shores.

Definition Language kdow i Copy Copy CBI Says UK Employees Need Language Skills

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Speaking the language of our international customers is good business yet we do not seem to recognise this. Employees need the right language skills and cultural sensitivity to build effective international relationships.  As many as three-quarters of British businesses value foreign language skills among their employees, particularly in the manufacturing, engineering, hi-tech and science sectors.

So what are sensible employers doing to increase the foreign language proficiency of their staff?  Where possible, about half the firms which recognise the importance of foreign language proficiency look to recruit new staff already equipped with the necessary skills.  However, this can be easier said than done and so other employers invest in developing the international communication skills of their existing staff by working with professional providers of business language courses and cross cultural training courses.

Perhaps unsurprisingly, the list of languages valued by British employers is starting to change.  Western European languages are still very much in demand with Spanish on the increase not only as a major European language, but also as the most widespread language across the fast-growing economies of Latin America.  Equally, the languages of China and the Middle East are highly valued.

The fact that one in five UK firms is concerned that a lack of foreign language proficiency is or may be losing them business is startling. This puts our businesses at a disadvantage we can ill afford in the current economic climate and it is in the hands of our government, education system and employers to equip our country’s talent with the appropriate language and intercultural skills to be able to do business internationally.

© Communicaid Group Ltd. 2013

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Feb 06

Business English, Spanish or Mandarin – Which Language Holds the Most Potential for Today and the Future?

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English as the lingua franca we know today is facing challenges that affect its long term stability in the business world. Although many rely on it heavily to communicate across cultures, it may not be long before we say ‘adiós’ or ‘zai jian’ to the dominance of English in business. The need to take Spanish and Mandarin language training courses is increasingly important because of the emerging economies of their native speakers. As businesses look for that competitive edge, they are turning to Spanish speaking markets in North and South America and Mandarin speaking economies in Asia.

Business Meeting 13 track5 i Business English, Spanish or Mandarin – Which Language Holds the Most Potential for Today and the Future?

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¿Hablas español?

English is the modern day lingua franca of business, largely because of its use in the world’s largest economy. Albeit relatively slowly, this linguistic supremacy is in the process of changing. The influence of the Spanish language in the US is one contributing factor to this change. The Hispanic population is the fastest growing market segment in the US and has grown by 60% in just one decade making Hispanic buying power an impressive $1,000 million.

This combined with the level of influence Hispanic culture has on US history and the economy makes the Spanish language a candidate for becoming an international language of business. Some people even assert that the main language spoken in the US in 2060 will in fact be Spanish making it even more critical for many businesses to offer Spanish language training to their employees as they plan their long-term strategies. The predominantly Spanish-speaking and increasingly influential continent sitting just below the US makes the Spanish language even more attractive to global businesses.

One billion Mandarin speakers and counting…

Another main challenge to English as the international language of business is the increasing importance and influence of the Chinese economy. There are approximately one billion Mandarin speakers across the globe making it the largest linguistic group in the world. Recently, China has spread its economic and business interests beyond their geographical borders and, in a world riddled with economic crises, China seems to be coming out on top.

The Chinese are also expanding rapidly into the African continent through government funding for construction and other schemes. Although Chinese workers in Africa are generally housed in compounds away from local populations, their increasing involvement in Africa is likely to influence the cultures and economies there and Mandarin will become even more widespread across the globe. Investing in Mandarin language training courses for your employees can open doors to one of the most powerful countries of the future.

Are we witnessing a critical moment in linguistic history?

Although there are other languages such as Spanish and Mandarin who at times appear to be major contenders for the business lingua franca, there are many who believe that English is here for the long run and that we might even be witnessing a critical moment in linguistic history. Quoted in an article on Resilience Science, linguist David Crystal states ‘This is the first time we actually have a language spoken genuinely globally by every country in the world’.

Despite this viewpoint, perceptive business leaders around the world know that, without a doubt, investing in Spanish language training or Mandarin language trainingcourses will open international doors and help organisations to gain a significant edge in business, especially in these difficult financial times. This edge will undoubtedly benefit your global organisation both today and in the future.

© Communicaid Group Ltd. 2012

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Jan 11

Legal English in Focus: The Language of Contracts – The Language of Legal Correspondence

English Language Training, Language Training Courses, Legal English Training Courses 1 Comment »

Legal correspondence forms an important part of the day-to-day work of a lawyer, particularly since the advent of the email. It is often assumed that emails are less formal than letters. However, in reality, the required degree of formality will invariably depend on factors such as the relationship of the writer with the recipient, the level of seniority of the recipient and the subject matter of the email.

Anyone working in a legal context in English should be familiar with the key expressions and terminology of Legal English. Here are a few important expressions used in semi-formal legal correspondence.

Business Meeting 12LajosRepasi i1 Legal English in Focus: The Language of Contracts The Language of Legal Correspondence

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Salutation
Where there is no named recipient, the phrase “Dear Sirs” is used. However the phrase “Dear Sir/Madam” is often preferable because it is gender neutral.

Where, on the other hand, the letter is written to a named individual with whom the writer does not have a close relationship and is thus not on first name terms, the appropriate gender specific title must be used. With regard to women, unless the writer knows that the recipient is married (where “Dear Mrs” is used), the appropriate title is “Ms”. Even if you know that the recipient is not married, it is best to avoid the title “Miss” as this tends to be considered too pejorative. The exception would be if the recipient has identified herself as “Miss”, possibly using her maiden name in her professional work, in previous correspondence.

A thorny problem arises where the name of the recipient does not make it clear whether the recipient is a man or a woman. For example if you had to write to a lawyer in Finland called Teppi Jaskalainen and were unsure whether Teppi was the name of a man or a woman, the appropriate solution would be to write the entire name in the salutation e.g. “Dear Teppi Jaskalianen”.

References to Previous Correspondence
There is a great variety of possible phrases that seek to refer to previous correspondence between the writer and the recipient such as:

  • “Further to your email dated 18 November, I am pleased to inform you that our client is willing to accept the proposed amendments to the confidentiality clause.”
  • “Thank you for your email dated 18 November”.
  • “I refer to your email dated 18 December”

Be aware that the second and third sentences are more succinct than the first, which in addition to referring to previous correspondence also seeks to set out the purpose of writing the letter.

Introducing Comments
Where the email sets out numerous comments on a particular clause in an agreement for example, including one of the following sentences that introduces the comments is common:

  • My comments on Clause 7 are as follows:
  • We have the following comments on Clause 7:
  • Our comments on Clause 7 are set out below:

Sending Documentation
When sending documentation by email we use the word “attach” but when we include documents with a letter we write “enclose” instead:

  • Email: “I have attached the draft shareholder agreement.”
  • Letter: “I have enclosed the marked up Schedule 2.”

If the writer expects the recipient to read the document or react in some way (e.g. give his comments), they would write “I attach for your attention”. However, where no action is expected on the part of the recipient, we would merely write “I attach for your information.” This would be appropriate, for example, when sending to a client a new brochure or an update on the law.

Giving Good and Bad News
You can introduce good news by using the common phrases “I am pleased to inform you” or “you will be pleased to hear that” in the following ways:

  • “I am pleased to inform you that Regional Court has rejected the Defendant’s counter-claim.”

The common phrases “I regret to inform you” or simply “unfortunately” introduce bad news:

  • “I regret to inform you that the court fees for lodging a claim at the Regional Court will be 575 Euro from 1 February 2011.”

Closing Remarks
There are several expressions that typically come at the end of a legal letter or email:

  • “Thank you in advance for your assistance in this matter”: This expression is extremely helpful when the writer has made several requests earlier in the letter.
  • “If you have any questions regarding this letter, please do not hesitate to contact me”: This phrase should be inserted when the letter contains advice. The phrase can be made slightly less formal by using the words “please feel free to contact me…”
  • “I hope that this matter will receive your prompt attention”: This phrase is useful when the writer has expressed his concern earlier in the letter that the recipient has failed to do certain things. e.g. pay an invoice. This phrase therefore acts as a reminder for the recipient to remedy the situation

Requesting Future Contact
It is common to end letters with the phrase “I look forward to hearing from you” irrespective of whether the writer expects the recipient to respond in writing or merely telephone him.

Signing Off

There are different ways of signing off depending on the context and relationship to the individual you are writing to.

  • If the letter begins with the salutation “Dear Sir/Madam” the appropriate ending is “Yours faithfully”.
  • If the letter is to a named individual e.g. Dear Mr Peters, then the appropriate ending is “Yours sincerely”.
  • Where the relationship with the recipient is closer, one can end the correspondence with “Kind regards”, “Best regards” or simply “Regards”.

Anyone taking a Legal English training course or looking to improve their Legal English skills can benefit immensely from reading through the key expressions and their use that we highlight in this series about the language of contracts.

© Communicaid Group Ltd. 2012

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Jan 04

Tips for Learning a Foreign Language – Outside the Training Room

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Anyone learning a foreign language should set aside some time for self-study, engagement with the language, immersion, discovery or whatever else you like to call it. What takes place in the formal language learning setting during the allocated times is not enough if you want to make real progress on your language skills. Anyone learning a language and taking a language course needs to allocate time outside the training room to practise and develop the skills learned in the formal setting.

Scripts catscandotcom i Tips for Learning a Foreign Language Outside the Training Room

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Practice makes perfect

Although you may not be assigned ‘homework’ between every training session, it’s important that you find the time to review previous lessons and any learning from them. It is only by reviewing your previous sessions in a critical way that you will be able to increase your comprehension and memorisation of new vocabulary and expressions you are learning. In order to memorise vocabulary items so that they can be used spontaneously, research suggests that you have to repeat each item at least 10 times. During training, your trainer will probably use activities that disguise repetition so that the process is not dull, so reviewing the activities you did in the session will help you to further engrain the new vocabulary and expressions into your language repertoire.

A web of language tools at the ready

Exposing yourself to the language you are learning as often as possible is one good way of getting used to its sounds. The internet has a wealth of reading material for all languages, so spend some time searching for the level and content of materials that best suit you. Reading articles and reports can also help you to expand your vocabulary and get used to the way the different structures of the language work.

Language learning can be fun

In addition to podcasts and articles, the internet also offers a wide range of fun activities and games which can help you to develop your language skills while playing something enjoyable. For those learners who have a higher level, there are foreign language radio stations, podcasts and videos. Try not to aim too high as you listen to these programmes as this can quickly demotivate you. Be sure you can understand a large percentage of what you hear so that you can develop your listening skills.

There’s nothing like the real thing

One of the best ways you can improve your language skills is by spending some time in a country where that language is spoken. Experiencing the real use of the language can be a very motivating experience and allows you to experience the language in ‘real’ situations outside the artificial environment of the training room. Having the opportunity to experience the culture of the country where the target language is spoken can give you added reasons for pursuing your training. A love of a language is usually closely associated with the love of a country where that language is spoken. The best way to experience a country and to practise its language at the same time is to stay in a family. This experience is open to all ages and can offer a combination of lessons and social experiences.

Among other benefits, immersion in a target language country can greatly improve your comprehension skills. Understanding the spoken language is vital as it holds the key to being able to participate in meetings, discussions or conversations. If you don’t have the opportunity to go to a target language country, then there are usually foreign language clubs you can join or online language chat forums.

No matter where and how you spend time developing your language skills outside the training room, the key to your success is not to be shy and stay determined. Get involved in as much as you can and don’t be afraid to ‘have a go’. The more you practise what you have learned in your language courses, the more you will develop your skills – leading you to greater confidence and competence in the language you have selected. Don’t let your language learning stop when you leave the training room!

© Communicaid Group Ltd. 2012

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Oct 01

Legal English in Focus: The Language of Contracts – “Subject To” and “Notwithstanding”

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There are a large number of words which commonly appear in legal contracts that must be understood in order to effectively interpret and use Legal English. “Subject to” and “notwithstanding” are two expressions that can cause some confusion. A Legal English training course will help you further understand these words to ensure you can write and interpret Legal English as effectively and correctly as possible. Here you will find a brief summary of how to effectively interpret and use these terms.

Man carying foldersTommL i Legal English in Focus: The Language of Contracts – “Subject To” and “Notwithstanding”

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The phrases “subject to” has two meanings:

(a) a cross-referencing phrase
(b) a phrase introducing a conditional sentence such as “provided that”

Cross Referencing

The phrases “subject to” and “notwithstanding” are used as a cross-referencing phrases linking a main rule to an exception:

1.  Price

1.1   Subject to Clause 3.2, the price of the products is set out in Schedule 2.

1.2   Notwithstanding Clause 3.1, The Seller is entitled to change the price, by giving the Buyer seven days’ prior written notice.

“Subject to” looks ahead to the exception whereas “notwithstanding” looks back to the main rule. A more plain English synonym for “notwithstanding” is “despite”. The drafter can select either of these phrases depending on where he wishes to place the emphasis.

If the phrase “subject to” were omitted, the meaning of the clause would still be clear. Its purpose, however, is to emphasise the relationship between the main rule (the price set out in the schedule) and the exception whereby the Seller may unilaterally change the price. It’s more important to use these phrases when there is a big gap between the main rule and the exception.

Conditional Sentences

The phrase “subject to” may be used in order to introduce a conditional sentence. For example, by replacing the word “by” in the example given in clause 3.2 above, it would then read as follows:

3.2 The Seller is entitled to change the price subject to giving the Buyer seven days’ prior written notice.

Where “subject to” is used in a contract for cross-referencing purposes, it’s advisable not to use it in conditional sentences as well to ensure clarity.

Anyone taking aLegal English training course or looking to improve their Legal English skills can benefit immensely from reading through the key words and their meanings that we highlight in this series about the language of contracts.

© Communicaid Group Ltd. 2011

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Sep 09

Legal English in Focus: The Language of Contracts – British and American English in Legal Language

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The English used by American lawyers is practically identical to that used by lawyers in Great Britain. However, there are some distinct variations with regard to legal correspondence, legal vocabulary and grammar. Here we have summarised some of the key differences between the two to help you navigate British and American contracts more effectively. A Drafting Contracts in English legal English training course can also help you make the differentiation between the two versions, especially if you are a non-native English speaker.

UK and US Flags Mark Gabrenya i Legal English in Focus: The Language of Contracts British and American English in Legal Language

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Non-native English speaking lawyers often wonder whether the style of English they should adopt is dictated by whether they are writing to British or American lawyers. A native speaker from the United Kingdom would always use British English even when writing to a colleague from the United States and may not be aware of the differences in style in American legal correspondence. It’s therefore unrealistic to expect non-native speakers to be more exacting with their use of English. The most important thing is to choose the style that one is most familiar with and be consistent.

Here are a few examples of variations in British and American English.

Esquire

In the address section of a letter, instead of writing the name of the recipient prefaced by his or her title e.g. Mr John Smith, you will often see the phrase “esquire” after the recipient’s surname. So you may see John Smith Esquire written, or Esq in its abbreviated form.

In British English, the word “esquire” is merely an old fashioned term of respect that can be used whenever the recipient is a man, irrespective of his profession or social status. However, in American English, this word is only used when writing to a lawyer of either gender.

Date

The date of a letter can vary depending on whether it is written in British or American English. In British English, the date in letters is made up of first of the day, followed by the month and then the year like this: 2 January 2011. In contrast, in American English the month appears first followed by the day, a comma and then the year, like this: January 2, 2011.

Salutation

When the name of the recipient is not known, in American English, it’s possible to start a letter with “Gentlemen” or “Ladies and Gentlemen” instead of the typical British English phrase “Dear Sirs or Dear Sir/Madam”.

The punctuation that follows the salutation is different as well. In British English, either a comma or nothing follows the salutation (e.g. Dear Mr Smith,) while in American English, the comma may be replaced by a colon (e.g. Dear Mr Smith:)

Americans usually write Mr., Dr. etc with a full stop at the end.

Signing Off

In British English the signing off phrase is usually “Yours sincerely” (where the letter is written to a named person) whereas in American English it is “Sincerely yours”.

Where the letter or email has not been addressed to a named individual e.g. “Dear Sir or Madam”, the signing off phrase in British and American English is “Yours faithfully” and “Yours truly” respectively.

By considering some of the above variations in British and American Legal English, you can identify potential misunderstandings and differences more effectively. A tailored Drafting Contracts in English legal English training course will help you to understand these and many other differences to help you have the right impact in your legal role.

© Communicaid Group Ltd. 2011

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Aug 20

Legal English in Focus: The Language of Contracts – “Shall”

English Language Training, Legal English Training Courses 4 Comments »

There are a large number of words which commonly appear in legal contracts that must be understood in order to effectively interpret and use Legal English. A Legal English training course will help you further understand these words and clauses to ensure you can write and interpret Legal English as effectively and correctly as possible. Here we will focus on the word “shall” and how it can be used in Legal English.

Business writing Dmitriy Shironosov i Legal English in Focus: The Language of Contracts – “Shall”

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The word “shall” is commonly found in contracts to convey the meaning of an obligation. For example “the Purchaser shall pay the Seller the Purchase Price within seven Working Days from the date of receipt of Goods.”

However, if the word “shall” is used in a particular contract as a verb of obligation certain steps should be taken to ensure clarity and avoid ambiguity.

First of all, “shall” must be avoided in all cases which do not relate to an obligation. “Shall” is commonly misused in the following cases:

(a)   “Seven days’ prior notice.”

The words “shall be entitled” should be replaced by the words “is entitled”. It is confusing to use “shall” in order to introduce a right if “shall” also introduces obligations in the same contract.

(b)   “For the purpose of this clause “Secondary Activities” shall mean any paid activities that the Managing Director undertakes other than his duties under this agreement.”

The words “shall mean” should be replaced by the word “means”.

Where contracts use several words to introduce obligations such as “shall” must” and “is obliged to”, there is a real risk of ambiguity in that there is an implied hierarchy in the obligations according to the word used, whereas the drafter merely wished to vary his language. In order to avoid this risk, it is better to use one verb only.

Anyone taking a Legal English training course or looking to improve their Legal English skills can benefit immensely from reading through the key words and their meanings that we highlight in this series about the language of contracts.

© Communicaid Group Ltd. 2011

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Aug 05

Legal English in Focus: Proofreading Commercial Agreements

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Legal English is a minefield of terms and definitions. By understanding the grammatical rules that underpin these terms, you will be more likely to effectively understand legal documents. Taking a Legal English course is a great way not only to learn about what you should look out for when writing and proofreading legal documents in English, but also to acquire a good grasp of the legal documents you are faced with.

Whilst considerable time is devoted to drafting a commercial agreement, it’s essential that you proofread the document thoroughly to ensure that it does not contain any errors. One technique that can help you effectively proof your documents is called capitalised terms checks.

Business Writing Viorika Prikhodko i2 Legal English in Focus: Proofreading Commercial Agreements

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Capitalised terms checks are exercises that are carried out when proofreading a commercial agreement in order to ensure that:

  • The body of the agreement does not contain words which are incorrectly written with an initial capital letter, thus giving the impression of being defined terms
  • All defined terms created in the agreement are actually used

Ekmark Law concisely summarises the importance of a capitalised terms check and the consequences if ignored.

On the Lookout for Defined Terms

Modern commercial agreements tend to contain vast quantities of definitions. This could be in reference to the individuals involved in the agreement, such as the “Purchaser” or “Vendor”, or it could be in relation to particular issues that are dealt with in the agreement, such as “Audit” or “Confidential Information”. These terms are generally found in the definitions section. Definitions can also be created specifically for a particular clause.

These definitions are easily identifiable as the first letter of the defined term (or each word in the defined term) is written in capital letters. It is therefore really important that you proofread the agreement to ensure that each word that begins with a capital letter is either a defined term (present in the definitions section or created thereafter) or that it is a proper noun, such as “Germany” or “Alpha Limited”.

Where the agreement contains a big definition section (e.g. a share purchase agreement) consisting of up to twenty pages, this task can be made easier by creating a separate list of the defined terms (whereby one deletes the actual definitions).

Once the definitions list is created, you should always read the agreement slowly and check each word that appears with an initial capital letter. If it is not a word that is normally written with a capital letter, check whether the term is included in the definitions list. If it is in the list, the proof-reader simply needs to tick the word in the agreement. If it is not in the definitions list, you should highlight the word as either a new definition or write the word in lower case.

Have you referenced the defined terms?

The second capitalised terms check that you should always carry out seeks to ensure that all the definitions contained in the definitions section are used at least once in the agreement. Problems may arise if the agreement, e.g. a share purchase agreement, is modelled on a previous transaction and certain specific definitions created for that transaction are not used in the new agreement. In this case, rather than create a bare list of defined terms, it is better to print out the entire definitions section as a defined term might only be used in the definition of another term and might not appear in the body of the agreement. To check this effectively, you should work through the following steps:

  1. Read the agreement
  2. Identify each word that is written with an initial capital letter
  3. Tick off each defined term in the definitions section that corresponds to the word in question

Once this exercise is completed, you may find several redundant defined terms which should then be deleted from the agreement.

Conducting a capitalised terms check can be a tedious process but it is highly important and can significantly enhance document comprehension. Taking a Legal English course can help you to take the right steps in creating a winning and professional legal document.

© Communicaid Group Ltd. 2011

pixel Legal English in Focus: Proofreading Commercial Agreements
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