Legal English is designed to assist those who wish to develop and enhance their skills in the use of the English language within a legal context, whether as a native English speaker or someone using English as a second or foreign language. It enables the reader to confidently write on, and discuss, legal topics as well as actually conduct legal work – such as advocacy, interviewing and advising, negotiation, legal writing and drafting. The book provides the necessary tools to build on language skills in a professional context through familiarisation with realistic legal scenarios and materials prepared by a qualified lawyer. The exercises are suited to both self-study and group work. Legal English: ● includes exercises which progressively enhance communication skills in oral and written English ● develops legal vocabulary alongside grammatical construction and pronunciation ● presents realistic legal scenarios to advance professional language skills ● enhances the study process through the inclusion of learning objectives, glossary of terminology, sample letters, legal documentation and contracts Legal English is ideal for those studying law within an English language jurisdiction. It is also an invaluable reference for those involved in the legal or business domain whose work brings them into contact with legal practice. William R. McKay is a qualified solicitor and Lecturer at the Inns of Court School of Law, Institute of Law, City University, London. He currently teaches civil litigation, civil advocacy, opinion writing and drafting and employment law on the Bar Vocational Course. He is also part-time lecturer for legal reasoning and employment law at Birkbeck College, University of London. Helen E. Charlton (MA, TEFL) has taught English as a foreign language for several leading language schools. She teaches Business English to clients from major corporations and has worked in Japan. www.pearson-books.com ‘This is a much needed text on legal English. It deserves a place on the shelf of every law teacher, and should be on the reading list of all students who need to get to grips with language issues… An excellent and up-to-date book that makes the resolution of language law issues accessible and interesting.’ Dr Sharon Hanson (PhD), Director of Legal Studies Programmes, Birkbeck College, University of London ‘This book fills a very important gap and will be gratefully appreciated by both students and teachers of legal English. It is an authoritative introduction to a field which is becoming more and more significant internationally.’ David Rowson, MBE, Head of English, Bellerbys College, London MCKAY AND CHARLTON LEGAL ENGLISH LEGAL ENGLISH MCKAY AND CHARLTON How to Understand and Master the Language of Law Cover image © Getty Images 0582894360_COVER(McKay) 28/2/05 1:48 pm Page 1 Legal English 01PRELIM 03/07/2005 10:19 AM Page i We work with leading authors to develop the strongest educational materials in law, bringing cutting-edge thinking and best learning practice to a global market. Under a range of well-known imprints, including Longman, we craft high quality print and electronic publications which help readers to understand and apply their content, whether studying or at work. To find out more about the complete range of our publishing, please visit us on the World Wide Web at: www.pearsoned.co.uk 01PRELIM 03/07/2005 10:19 AM Page ii Legal English How to Understand and Master the Language of Law William R. McKay and Helen E. Charlton 01PRELIM 03/07/2005 10:19 AM Page iii Pearson Education Limited Edinburgh Gate Harlow Essex CM20 2JE England and Associated Companies throughout the world Visit us on the World Wide Web at: www.pearsoned.co.uk Published 2005 © Pearson Education Limited 2005 The rights of William R. McKay and Helen E. Charlton to be identified as authors of this work have been asserted by the authors in accordance with the Copyright, Designs and Patents Act 1988. All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without either the prior written permission of the publisher or a licence permitting restricted copying in the United Kingdom issued by the Copyright Licensing Agency Ltd, 90 Tottenham Court Road, London W1T 4LP. ISBN 0-582-89436-0 British Library Cataloguing-in-Publication Data A catalogue record for this book is available from the British Library Library of Congress Cataloging-in-Publication Data A catalog record for this book is available from the Library of Congress 10 9 8 7 6 5 4 3 2 1 08 07 06 05 Typeset in 10/13pt Palatino by 69 Printed by Ashford Colour Press Ltd, Gosport The publisher’s policy is to use paper manufactured from sustainable forests. 01PRELIM 03/07/2005 10:19 AM Page iv Acknowledgements vii Introduction 1 Part 1 Business law and practice 3 1. Company formation 5 2. Board meetings 16 3. Shareholders' meetings 21 4. Boardroom battle! 32 5. Marketing agreements 45 Part 2 Civil litigation 57 6. Injunctions 59 7. Breach of contract claim 66 8. Road traffic accident! 76 9. Trial 90 10. Employment law 120 Part 3 Law bulletin 129 11. Law bulletin 131 Appendix 1: Study and research guide 149 Appendix 2: Glossary 158 Appendix 3: Answer key 165 Index 185 v Table of contents 01PRELIM 03/07/2005 10:19 AM Page v 01PRELIM 03/07/2005 10:19 AM Page vi The publishers and authors would like to thank the following individuals and pub- lications for granting permission to reproduce copyright material. Employment Tribunals Service for permission to include sample copies of Employ- ment Tribunal forms. The Law Society Gazette for permission to reproduce the following articles: ■ ‘Shopping Around’ (edition dated 4 March 2004) ■ ‘Having cross words in the courtroom’ (edition dated 1 April 2004) ■ ‘Asian tigers prepare to spring’ (edition dated 20 May 2004). Nigel Hanson for permission to reproduce ‘Shopping Around’. Nigel Hanson is a member of the media team at Foot Anstey Sargent. Justin Michaelson (Weil, Gotshal & Manges) on behalf of the Solicitors’ Associa- tion of Higher Court Advocates, for permission to reproduce ‘Having cross words in the courtroom’. Lucy Trevelyan for permission to reproduce ‘Asian tigers prepare to spring’. Margot Taylor, Principal Lecturer at the Inns of Court School of Law, for permis- sion to reproduce her article entitled 'Which route – solicitor or barrister?’ (The Times, 20 January 2004). The authors would also like to express their gratitude to Sharon Hanson and David Ronson for providing valued comments and feedback in the course of this book being written. vii Acknowledgements Publisher’s note The following forms are © Crown copyright: v 08/02 (10: First directors and secretary and intended situation of registered office); 10/03 (12: Declaration on application for registration); 288a (Appointment of director or secretary); N19 (Special Resolution on Change of Name Companies Acts); N1 Claim form (CPR Part 7) (01.02); IT1 (E/W) (Application to an Employment Tribunal); Form IT3 E&W – 8/98 (Employment Tribunals); Human Rights Act 1998. While every care has been taken to establish and acknowledge copyright and to contact the copyright owners, the publishers tender their apologies for any acciden- tal infringement. They would be pleased to come to a suitable arrangement with the rightful owners in each case. 01PRELIM 03/07/2005 10:19 AM Page vii 01PRELIM 03/07/2005 10:19 AM Page viii This book has been written to assist those interested in law and wishing to become more conversant in English within a legal context (whether as a native English speaker or someone using English as a second or foreign language). It is therefore intended to be of assistance to a variety of individuals, including: ■ those aiming to study or presently studying law within an English language jurisdiction (whether for academic or vocational training purposes) ■ those presently involved in the legal or business domain whose work brings them into contact with legal practice. Communication skills in oral and written legal English are developed through a programme of language activity in conjunction with key legal skills training including: ■ advocacy ■ interviewing and advising ■ negotiation ■ legal writing and drafting In this way this publication offers the reader stimulating and enjoyable instruction designed to progressively enhance relevant and meaningful communication skills in oral and written legal English. Such a task based approach enables the reader to optimise academic and professional effectiveness, offering a valuable source for aca- demic and professional development. Legal English provides the opportunity to build on language skills in a professional context through familiarisation with real- istic legal scenarios and materials prepared by a qualified lawyer. The exercises are suited to both self-study and group study in a classroom. Readers therefore benefit from pro-active skills based exercises. These involve the use of realistic legal precedents to develop a working knowledge of legal practice and ability in performing ‘real-life’ legal tasks and procedures–all in the context of improving the reader’s ability to use legal English. English is predominantly the language of international legal practice and its im- portance to lawyers cannot be over-emphasised. The way in which one uses legal English can therefore be crucial to professional success. Competence is developed throughout the book in a logical sequence of ascending complexity. Exercises are also cumulative, previous lessons being reinforced and built upon in subsequent ex- ercises while also containing a practice and feedback element. 1 Introduction 02INTRO 03/07/2005 10:23 AM Page 1 [...]... information: I Name of the company The company’s objects and powers (meaning basically the sphere of activities and nature of the company) I The company’s share capital I Articles of Association The Articles of Association (the articles) are in effect a set of rules governing the conduct of the members of the company and its of cers The of cers of a company are its directors and company secretary These rules... relate to matters such as the conduct of shareholder and board meetings, any restriction on the transferability of shares and the powers bestowed on the directors etc (In the US the Articles of Association are known as the bylaws.) Many companies use a standard form of articles known as ‘Table A Articles’ Form 10 This is a standard form which must be completed with details of the intended of cers of the. .. of contract and tort) as well as a review of language and grammar – all in the context of ‘portable’ skills training which will be of value in many academic and professional contexts Additional sections on journalistic texts and legal research and study guidance further contribute to making this a book of much value to readers wishing to develop their legal English for use in the course of legal study... that the legal requirements for registration have been complied with The person signing Form 12 (commonly known as the promoter of the company) can be one of the directors, the company secretary or a solicitor engaged in the formation of the company Once completed, these company documents must then be sent to the Registrar of Companies ( the registrar’), along with a fee The registrar then registers the. .. ASSOCIATION OF 1 The Company’s name is [2] 2 The Company’s registered of ce is to be situated in England and Wales 3 The object of the Company is to carry on business as a general commercial company 4 The liability of the Members is [3] 5 The Company’s share capital is £ shares of £1 each [4] divided into 250,000 ordinary WE the subscribers to this Memorandum of Association wish to form into a Company... resolved that the [3] Kensington, London, W2 3SL be appointed solicitor to the secretary of the company of ce be at 44 Princess Diana Walk, South 5 It was resolved that the quorum necessary for the transaction of the business of the directors should be two directors personally present 6 A draft notice of an extraordinary general meeting of the company was [4] to the meeting and approved It was further resolved... completing the exercises in this chapter you will: I I I I I I I Acquire practice in drafting company resolutions and further company meeting documentation Understand and be capable of explaining the practice and procedure of shareholders’ meetings Be aware of the roles of the of cers of a company Draft company documentation to appoint a further director to the board Draft company documentation to change the. .. directorship [5] of the Company’ On a show of hands the chairmanship [6] declared the resolution passed unanimity [7] 3 CHANGE OF COMPANY NAME The chairman proposed the following resolution as a specially [8] resolution: ‘That the name of the Company be changed to Travelgraph Limited’ On a showing [9] of hands, the chairman declared the resolution passed unanimously CLOSE OF MEETING There being no further... meetings I Update the company’s Register of Directors [4] the appointment of Kadir Salleh as a director; I Notify the Registrar of Companies of Kadir Salleh’s appointment to the board [5] completing a Form 288a and forwarding it to the Registrar of Companies within 14 days I Notify the Registrar of Companies of the change of company name [6] Maplink Limited to Travelgraph Limited by completing and sending... 4AJ (date of birth 4th of April 1969) to the board of directors I To change the name of the company from Maplink Limited to Travelgraph Limited The steps now required are therefore as follows Step 1 Step 2 Step 3 Call the first shareholders’ meeting Prepare the minutes of the first shareholders’ meeting Prepare post-meeting documentation Exercise 2 – preparing the notice of the meeting Complete the following . MCKAY AND CHARLTON How to Understand and Master the Language of Law Cover image © Getty Images 0582894360_COVER(McKay) 28/2/05 1:48 pm Page 1 Legal English 01PRELIM. Association The Articles of Association (the articles) are in effect a set of rules governing the conduct of the members of the company and its of cers. The of cers