British and American legal English

It was suggested I might say what differences were mentioned at last Saturday’s seminar between legal English in England and Wales and in the USA. So this is just a short list, because there weren’t so many things.

Problems: translators into English living in Germany often translate into English that is going to be read in more than one jurisdiction / country
So if I know the verb undertake will confuse people in the USA, I will use agree , which is OK for both BE and AmE

|U.S.A.|England and Wales|

|Names of parties: (The) Buyer / (The) Seller|The Buyer / The Seller|

|Dates: 7.12.2003|12.7.2003|

Translators should write the month out as a word, e.g. 12 July 2003.

|stipulate|undertake|

(the meaning may be different, but each is used in one country only
Some difference in the meaning of the word covenant?
I think the Americans refer to an entire agreement clause and to warranties and representations – I think we have the phenomenon but use slightly different vocabulary to refer to it.
U.S.: forum and venue, forum shopping
class action
best efforts, at arm’s length

|use of serial comma|OUP uses it and it is permitted in BE, but not many people know that!|

And when you write out a figure in words, apparently the Americans don’t write in words, but just:

|325,000 only (three hundred…)|325,000 (in words: three hundred…)|

It would never have occurred to me that the Americans don’t write ‘in words’!

It was mentioned that the word appearer exists in Australia to refer to the persons appearing before a notary (die Erschienenen). I found it on the Web only in Louisiana, though, which makes sense because they have a partly civil-law system and would have notarial contracts. See, for example, this New Orleans site giving Types of Notarial Acts – the word appearer comes up frequently.

13 thoughts on “British and American legal English

  1. Actually, Americans do write out numbers in words, too. Usually, a figure in a contract or other document will use both numbers and words to make sure there is no confusion. For instance, in a promissory note, the amount owed might be expressed as Three Hundred Twenty-Five Thousand Dollars ($325,000).

    Americans do refer to entire agreement clauses. They are also known as integration clauses.

  2. Thanks. I didn’t express that very clearly, though. What Germans and British do is to write ‘in words’, whereas (as you seem to confirm) Americans just write the figures and the words. I can’t think it makes anyone really unhappy, but I suppose the suggestion is, if you translate for England, write
    £200,000 (in words: two hundred pounds)
    and if for America:
    Three Hundred Twenty-Five Thousand Dollars ($325,000).

    As for the entire agreement clause, I meant to say (but this I have not properly researched) that we all have them, but the actual term ‘entire agreement’ is U.S. I actually have a British boilerplate book here (for a British book to use the word ‘boilerplate’ would have been unlikely just a few years ago), and it puts the term ‘entire agreement clause’ in inverted commas. ‘Integration clauses’ is a new one on me – thanks.

  3. Thanks for the rundown, Margaret.

    It would have been interesting to see the US/UK tendency to Buyer/Seller v. Vendor/Purchaser after the Eng. & Wales Law Society’s Standard Conditions of Sale on Conveyance dropped the latter for the user-friendlier former about 20 years ago.

    I thought reps. & warranties was also standard UK for declarations and guarantees, say in a corporate take-over contract: ‘transfer of undertaking’.

    I also usually come in for criticism for using ‘appearer’, instead of party appearing, for notarial docs. until I point out that the City of London Scrivener Notaries I work with traditionally still use and – more importantly – accept the word for certification of translations.

  4. Interesting about the ‘appearer’.
    You may well be right about the warranties and representations, albeit presumably taken over from the American.

    There is more to say on this topic. And I also discovered that Austrian taxativ = German abschließend. I have encountered both but never made the link.

  5. You’ll find a ref. to appearer(s) at 12-18 of the Notaries’ Bible – the latest edition of Brooke’s Notary – when your copy finally turns up, Margaret.

    Also you’re right about taxativ. The Österreichisches Wörterbuch gives erschöpfende Aufzählung. I’ve traditionally translated taxativ as exhaustive (listing, enumeration or even cataloguing).

    Warranties and conditions in Eng. contract law means minor and major terms, respectively. I’ve been taught they’re the other way round in insurance.

  6. I recall the warranties and conditions, but am not sure why you mention it. Still, I don’t know that about insurance turning them round. Will try to keep an eye out for it.

  7. I found the OED has two quotes for appearer in 19th-c. English law reports.
    I shall be very surprised if Brooke’s Notary ever turns up.

  8. Warranties and conditions are admittedly a red herring for Warranties and Representations that do show up in a UK context: see the English Heritage Site. Again I remember – from my time in the company ‘hub business’ dept. of a magic circle City of London solicitors’ firm – the expression reps, warranties and indemnities used in A&M – corporate acquisitions & mergers – agreements for which a straight GBP 2,500 used to be charged by desk-bound, pin-striped partners as long as 30 years ago. You can imagine how much would be charged these day for such deals.

  9. Warranties and conditions are admittedly a red herring for Warranties and Representations that do show up in a UK context: see the English Heritage Site. Again I remember – from my time in the company ‘hub business’ dept. of a magic circle City of London solicitors’ firm – the expression reps, warranties and indemnities used in A&M – corporate acquisitions & mergers – agreements for which a straight GBP 2,500 used to be charged by desk-bound, pin-striped partners as long as 30 years ago. You can imagine how much would be charged these days for such deals.

  10. I am reviewing a German agreement which contains the phrases “best efforts”, “good cause” and “negotiate in good faith.” Please confirm whether these have special meanings in German law.

  11. i am from england and i am registering for modle activities, rapping activities, dancing activites and singing activies

    some how i got on this website for americans and they said i had to pay $20 but now i knopw it is £20.00

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