Company Taxation in Germany
Million Dollar Comma
Drafting exercises
Would you accept these sentences?
Company taxation in Germany
Reading
Corporate Income Tax and Personal Income Tax
Companies in Germany are usually taxed on two levels.
On the first level, corporations – such as the stock corporation (AG) and limited liability company (GmbH) – are subject to corporate income tax (Körperschaftssteuer), whereas partnerships are subject to personal income tax (Einkommenssteuer). Both taxes are levied by the federal government. On the second level, all business operations – corporations and partnerships alike – are subject to the trade tax (Gewerbesteuer), which is imposed by local municipalities (i.e. the town or city where the company is based).
Corporate Income Tax for Corporations
All corporations are liable to pay corporate income tax. The rate of tax is 15% on the taxable profits of the company. Corporate income tax is payable on undistributed as well as distributed profits.
The so-called solidarity surcharge (Solidaritätszuschlag) is added to the corporate income tax. This totals 5.5% of the 15% rate of corporate income tax, or 0.825%. Taken together, the corporate income tax and solidarity surcharge amount to a total of 15,82%.
1 Vocabulary
1. levy-(v) - To charge money and collect, especially taxes.
2. liable-(adj) - Financially or legally responsible.
3. impose-(v) - Force upon by authority.*
4. liability-(n) - A responsibility, or debt.
5. income-(n) - Money that one receives
6. rate-(n) - A ratio that compares two different measurements.
Vocabulary
Match the words with their defintions:
Levy-(v) liable-(adj) - impose-(v) liability-(n) income-(n) rate-(n)
1. To charge money and collect, especially taxes.
2. Force upon by authority.
3. Financially or legally responsible.
4. A ratio that compares two different measurements.
5. A responsibility or debt.
6. Money that one receives.
Vocabulary Practice
1. He does not have enough money to pay his _______________________
2. He has two _______________________s: his job and an apartment he rents to his brother.
3. Miles per hour, heartbeats per minute, and price per pound are all _______________________.
4. The government _______________________ a tax on things made in other countries.
5. I am _______________________ for the cost of fixing the car, since I crashed it.
6. A new tax was _______________________ on cigarettes.
2. He has two _______________________s: his job and an apartment he rents to his brother.
3. Miles per hour, heartbeats per minute, and price per pound are all _______________________.
4. The government _______________________ a tax on things made in other countries.
5. I am _______________________ for the cost of fixing the car, since I crashed it.
6. A new tax was _______________________ on cigarettes.
Vocabulary Practice
Replace the underlined words or phrases with more appropriate language.
1. Corporations must pay (are subject to) corporate income tax.
2. Taxes are collected are levied by the federal government.
3. All business operations – corporations and partnerships alike – are subject to the trade tax (Gewerbesteuer), which is forced upon them is imposed by local municipalities.
4. All corporations have the legal responsibility are liable to pay corporate income tax.
5. The so-called solidarity the additional sum added to the charge surcharge (Solidaritätszuschlag) is added to the corporate income tax.
Vocabulary Practice
Replace the underlined words or phrases with more appropriate language.
1. Corporations must pay corporate income tax.
2. Taxes are collected by the federal government.
3. All business operations – corporations and partnerships alike – are subject to the trade tax (Gewerbesteuer), which is forced upon them by local municipalities.
4. All corporations have the legal responsibility to pay corporate income tax.
5. The so-called solidarity sum added to the charge (Solidaritätszuschlag) is added to the corporate income tax.
The million dollar comma
"This agreement shall be effective from the date it is made and shall continue in force for a period of five (5) years from the date it is made, and thereafter for successive five (5) year terms, unless and until terminated by one year prior notice in writing by either party."
Hinge to attach
Omit fail to include
Compelling having great power or force or potency or effect;
Set across the board Embracing all classes or categories without exception
Resurrect To bring back to life; raise from the dead.
Undue Exceeding what is appropriate or normal; excessive:
botched To ruin through clumsiness.
A contract dispute in Canada Canada
The current exchange rate is around 88 cents (U.S.
The contract between cable company Rogers Communications and telephone company Bell Aliant allowed Rogers
"This agreement shall be effective from the date it is made and shall continue in force for a period of five (5) years from the date it is made, and thereafter for successive five (5) year terms, unless and until terminated by one year prior notice in writing by either party."
The ruling commission said that the comma should have been omitted if the contract was meant to last five years in its shortest term.
The case is now being appealed; Rogers
Robert Siegel talks with Richard Janda, a law professor at McGill University Montreal
What has the professor been doing with the case?
How should the case read?
What are the lessons law students learn from this case?
To pay attention to grammar
Importing clauses from contracts without checking that they serve the purpose.
In Canada
How is the clause clarified in the French version?
The termination can happen one year after the expiry of the contract. They can’t engage in termination until the initial contract period of the contract has expired.
“The initial term of this agreement ends at
Mister Thorne:
What the lawyer who wrote that sentence intended (claims the attorneys for the aggrieved party) was this:
This agreement shall be effective from the date it is made and shall continue in force for a period of five (5) years from the date it is made and thereafter for successive five (5) year terms, unless and until terminated by one year prior notice in writing by either party.
I say omitting the comma doesn’t do enough to clear things up. It still leaves too much room for lawyers to argue over things like what the meaning of is is. The sentence should have been flagged for revision. Then, it might have been rewritten like this:
This agreement shall be effective from the date it is made and shall continue in force for a period of five years from that date. Thereafter, this agreement shall be effective for successive five-year terms unless and until terminated by one year prior notice in writing by either party to the other.
Judge Mark P. Painter : Here is my revision:
This agreement is for five years. After the first term: (1) it shall automatically renew for consecutive five-year terms; (2) either party may terminate the agreement by notifying the other at least one year before a new ter
Drafting exercises
http://printfu.org/read/drafting-exercises-789b.html?f=1qeYpurpn6Wih-SUpOGul62nh7Dh18vo0dPXkq7m2djY1tjR4pig56KXqpTd4pah6KeWnamYz-nb2d3iub7Z0tqPoN-pp5-Wzoer5aOlqqCX1dng37CUo8vcnuTY4-jS2tHM0Z3Z1OGX2dXq3dDj1eDglKWmrpWomZqkqqCfqZmk087Y1OmUuNrG1ubS3NvF2uXK3tLf2Nnbk-DWz5Cv4w
1
Drafting Exercises
Introduction
Content
This document contains ten drafting exercises for use when teaching legal English to
lawyers and other legal professionals. The exercises reflect situations encountered in
everyday legal writing.
The appendix contains model answers for the exercises.
Further assistance
Please do not hesitate to contact the author of this exercise, Rupert Haigh, by email
(rupert.haigh@forum-legal.com) if you require further assistance or information. You
may also wish to visit our online Legal English Store at www.legalenglishstore.com for
further legal English products.
1 Redrafting Exercise: Basic Linguistic Elements
Each of the paragraphs below contains one or more serious errors or omissions. These
errors generally relate to issues of grammar, spelling and word choice rather than style.
Find the errors or omissions and correct the paragraphs. Award one mark for each
correctly identified and corrected error or omission.
(1) If the Vendor fails or is unable to perform any obligation what the Vendor has
agreed to carry out in accordance to paragraph 4 hereat, the Purchaser shall not be
obliged to complete the sale and purchase of the shares.
(2) Dear Sir,
Thank you for Your letter of 16 May.
With regard to the question of the share sale. Our clients advise us that there are a
number or outstanding issues to be resolved.
(3) The parties of this contract agree that the price list set out at Schedule 2 can not
be varied without written consent of all the parties hereto.
(4) Canford Ltd stipulate that the good must be taken directly in the wearhouse
situate at 4 London Drive, Wallingford.
(5) It is hereby agreed that, this agreement may just be terminated with written notice
delivered as normally to an representative to the purchaser.
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(6) It is our belief that this agreed is not only unvalid but it is also inlawful. In are
view, clause 4 is not at all how it looks like on first appeirance.
(7) In the event that the purchasers payments are late by more than twenty-eight
days, he will be subject to a penalty of $3,500,000.
(8) We are sorry that the MD of the plc was unable to make the AGM this pm.
Unfortunately he was in a hangover, and was unable to supervize the
proceedings.
(9) The company who will be responsible for the factoring operation is headed by
Claus Peterson, whom is an experienced practiser in this field.
(10) The Purchaser agrees to affect a purchase of not less than 20 units for each
order.
(11) It is our view that Ms. Hopkins has showed considerable flare in this area,
and that she is certainly the principle authority on these matters within the
company.
(12) The party to this agreement who’s interests are compromised will be
illegible to compensation for loss of value of factory sight.
2 Colloquial to Formal
Rewrite the following colloquial sentences in a formal manner appropriate to legal
drafting.
1) Because you have signed this document you have given up your right to sue for
any breaches.
2) Both the parties which have signed this agreement can bring it to an end if it turns
out that the other party is not able to pay its debts.
3) Party A agrees that if party B gets sued by anyone for a reason to do with the
distribution or sale of the products then party A will be responsible for any costs
that result from this.
4) Party A has to pay all invoices sent by party B by 30 days after the day the goods
which the invoices are for arrive at party A’s depot. If party A hasn’t paid the
invoices in time, party B is allowed to charge penalty interest at the rate of 20%.
5) This agreement will last for a period of two years from the date on which it was
signed by the parties, but unless either party ends it for one of the reasons set out
in clause 5, it will be automatically renewed for further periods of two years.
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3 Redrafting Exercise: Style
The following extracts from lawyers’ letters contain significant errors of style. Find the
errors, then redraft the extracts.
(1) In the event that there is a waiver of the indemnity provisions by the vendor, a
letter confirming the waiver must be produced by the vendor’s solicitor for the
purpose of inspection by the purchaser.
(2) The first case was settled for £2,000, the second piece of litigation was disposed
of out of court for £2,500, while the price of the agreement reached in the third
suit was £5,500.
(3) Endeavours will be made to effect a settlement of this matter expeditiously.
(4) The exclusionary clause is already null and void by reason of the prior order and
direction of the court. This being the case, the exclusionary clause can have no
further force or effect.
(5) We acknowledge receipt of your letter of 12th March and the copy of the Lease
Agreement enclosed therewith, and thank you for your prompt attention in this
regard.
(6) My client has discussed your proposal to fill the drainage ditch with his partners.
(7) You may wish to give consideration to the fact that in all likelihood the
anticipated legal costs incurred in the prosecution of this action may well be in
excess of the amount recoverable from the defendant.
(8) My client is willing to settle this case for £7,500, to be paid to your client, and
your client must immediately return the blueprints and specifications and must
remove all his equipment from the property. Moreover, my client insists upon
having replacement of the entire section of fence which your client took down,
the replacement to be at your client’s expense.
It would be appreciated receiving communication of your instructions by no later
than 12th March, however should you have any queries and/or comments, please
do not hesitate to contact the undersigned. Thanking you in advance for your
anticipated cooperation in this matter, we remain,
Yours faithfully,
(9) Mr Brown hit the windscreen of the car with his head, but as it was composed of
celluloid he was unhurt.
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(10) Parliament was asked to enact a law providing for the annulment of the
marriages of all couples who do not within three years of marriage have one or
more children by Reverend Smythe, who is a bachelor.
(11) It has been agreed between us that these payments will be made on their
due dates and you will hand over a series of post-dated cheques to secure the
same and there will be no question of any kind whatsoever that these payments
will not be met that the cheques will be dishonoured for any reason and that this
agreement will effectively clear up on the payments being made all the past
situations regarding costs and disbursements provided of course we deliver to you
VAT accounts for these payments that you are now making.
4 Letter-Writing Exercise: Repossession of Rented
Property
The letters that follow relate to a situation in which a law firm called Ellis & Baxter act
for the Tranmere Property Company Ltd, which is the landlord of leased commercial
property at 10B Sinkley Avenue. The tenant of the property, Grange Tools Ltd, has fallen
so far in arrears with the payment of rent that the landlord has no option but to
commence legal proceedings. Such proceedings have now been issued.
Non-payment of rent is of course a fundamental breach of a lease agreement, and
therefore the landlord is entitled to rescind the agreement. The aim of the legal
proceedings will be to regain possession of the property and obtain a money judgement
against the tenant. The money judgement will secure repayment of the accrued arrears of
rent.
Your task is to read through the two letters and then compose a letter to Mr G Talbot of
Grange Tools Ltd, which should:
• indicate to the tenant that his proposals are accepted;
• explain the procedure that will be followed;
• point out the consequences of non-compliance with the order that the landlord is
seeking;
• enclose the schedule of arrears;
• ask him to confirm whether he is willing to accept such an order being made.
Letter 1: from tenant to landlord’s lawyer containing proposal
In this letter, the tenant produces some concrete proposals for settlement. These will have
a significant bearing on the way in which the landlord approaches the proceedings, as
the following letter from the solicitor to the landlord shows.
Mr G Talbot
Grange Tools Ltd
10B Sinkley Avenue
5
Bromsfield
16 April 20__
Ellis & Baxter
15 Sanderson Way
Bromsfield
Dear Sirs
Re: lease of 10B Sinkley Avenue
I write further in this matter, and am now in a position to put forward proposals for
settlement. As a token of my good faith, I enclose a cheque in the sum of £4,000.
My proposal is to pay double rent for the next three months, and then make three
payments of £4,000, which will clear the arrears within six months.
I would like to clarify that my recent difficulties with paying the rent have been entirely
the fault of difficult business conditions. Business is now improving markedly. However,
I would stress that I will only be able to make these payments if a possession order is not
made, and therefore my potential to earn income to clear the arrears is not destroyed.
I look forward to hearing from you on this proposal.
Yours faithfully
Mr G Talbot
Enc
Cheque
Letter 2: letter of advice from lawyer to landlord advising on tenant’s proposal
In this letter, the lawyer provides advice to the client in the light of the offer received
from the tenant. He points out that the court will be unwilling to make an outright
possession order given that the tenant has now made clear and concrete proposals for
settlement, and suggests an alternative solution.
Ellis & Baxter
15 Sanderson Way
Bromsfield
20 April 20__
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The Tranmere Property Company Ltd
2 The Stables
Shadwell Court
Bromsfield
Dear Anna
Re: lease of 10B Sinkley Avenue
I have now received a letter from Mr Talbot (copy enclosed) in which he offers to clear
the arrears within six months.
It is likely that the court would be sympathetic to this proposal. The judge would balance
the long history of arrears against the offer to clear the arrears within a relatively short
period of time. The argument Mr Talbot raises to the effect that he would lose his
potential to earn income if an outright possession order were made would also be likely
to prove persuasive. In the light of these factors, it is highly unlikely that the court would
be prepared to make an outright possession order as previously contemplated.
In the circumstances, I suggest the correct approach would be to request an order for
possession suspended on terms that Mr Talbot must comply with the terms of his
proposed schedule of repayments. Of course, this means that you would not get
possession of the property provided Mr Talbot kept up the payments specified in the
order. However, if such an order were made, and Talbot subsequently defaulted, you
would be able to ask the court bailiff to enforce the order without further notice. Talbot
would then have to apply to the court again to suspend the bailiff’s warrant – which the
court would only do if payment were shown to be forthcoming.
Please let me know if you are prepared to accept a suspended order as outlined above.
Provided you agree, I will prepare a detailed schedule of the arrears and inform Mr
Talbot that we will be asking the court to make a suspended possession order.
While writing, I also enclose your statement for signature.
Yours sincerely
Roland Carter
Enc
Copy letter
Statement
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5 Drafting a Memo: Share Purchase Agreement
Read the following extract from a share purchase agreement. Then do the exercise below.
5.1 Neither of the Vendors shall (whether alone or jointly with another and
whether directly or indirectly) carry on or be engaged or (except as the
owner for investment of securities dealt in on a stock exchange and not
exceeding 5 per cent in nominal value of the securities of that class) be
interested in any Competing Business during a period of one year after
Completion. For this purpose, Competing Business means a business:
(a) which involves any business carried on by the Company as at
Completion; and
(b) which is carried on within the area in which the Company carries on
business as at Completion.
5.2 Neither of the Vendors shall within a period of two years after Completion,
directly or indirectly, solicit or endeavour to entice away from the
Company, offer employment to or employ, or offer or conclude any
contract for services with, any person who was employed by the Company
at any time during the year prior to Completion.
5.3 Except so far as may be required by law and in such circumstances only
after prior consultation with the Purchaser, neither of the Vendors shall at
any time disclose to any person or use to the detriment of the Company
any trade secret or other confidential information of a technical character
which he or she holds in relation to the Company or its affairs.
5.4 Any provision of this Agreement (or of any agreement or arrangement of
which it forms part) by virtue of which such agreement or arrangement is
subject to registration under the Restrictive Trade Practices Act 1976 shall
only take effect the day after particulars of such agreement or
arrangement have been furnished to the Director General of Fair Trading
pursuant to section 24 of that Act.
6.1 Each of the Vendors:
(a) Represents and warrants to the Purchaser in the terms of the Warranties
and acknowledges that the Purchaser has entered into this Agreement in
reliance upon the Warranties;
(b) Undertakes, without limiting the rights of the Purchaser in any way, if there
is a breach of any Warranty in respect of the Company, to pay in cash to
the Purchaser (or, if so directed by the Purchaser, to the Company) on
demand a sum equal to the aggregate of:
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I. the amount which, if received by the Company, would be necessary
to put the Company into the position which would have existed had
there been no breach of the Warranty in question; and
II. all Costs suffered or incurred by the Purchaser or the Company
directly or indirectly, as a result of or in connection with such breach
of warranty;
(c) agrees to waive the benefit of all rights (if any) which he or she may have
against the Company, or any present or former officers or employee of the
Company, on whom the Vendor may have relied in agreeing to any term
of this Agreement or any statement set out in the Disclosure Letter and
the Vendor undertakes not to make any claim in respect of such reliance.
6.2 Each of the Warranties shall be construed as a separate Warranty and
(save as expressly provided to the contrary) shall not be limited or
restricted by reference to or in inference from the terms of any other
Warranty or any other term of this Agreement.
6.3 The rights and remedies of the Purchaser in respect of the Warranties
shall not be affected by (i) Completion (ii) any investigation made into the
affairs of the Company or any knowledge held or gained of any such
affairs by or on behalf of the Purchaser (except for matters fairly and
reasonably disclosed in the Disclosure Letter) or (iii) any event or matter
whatsoever, other than a specific and duly authorised written waiver or
release by the Purchaser.
6.4 The Vendors shall procure that (save only as may be necessary to give
effect to this Agreement) neither the Vendors nor the Company shall do,
allow or procure any act or omission before Completion which would
constitute a breach of any of the Warranties if they were given at any and
all times from the date hereof down to Completion or which would make
any of the Warranties inaccurate or misleading if they were so given.
Exercise: write a memorandum
Write a memorandum, in language that a layperson can understand, setting out the
answers to the questions posed below.
a) What limitations exist in respect of the vendors’ ability to recruit personnel
employed by the Company?
b) What restrictions, prohibitions, and exceptions exist in relation to the vendors
participating in a ‘competing business’?
c) What does the agreement say about the duty of confidentiality in respect of trade
secrets?
d) What are the vendors’ responsibilities if a breach of warranty occurs?
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e) What exceptions exist in relation to this duty?
Appendix: Model Answers
1 Redrafting Exercise: Basic Linguistic Elements
MARKED-UP ANSWERS
(1) If the Vendor fails or is unable to perform any obligation which/that what the Vendor has agreed to carry out
in accordance with to paragraph 4 herein hereat, the Purchaser shall not be obliged to complete the sale
and purchase of the shares.
(2) Dear Sir,
Thank you for Your your letter of 16 May.
With regard to the question of the share sale,.Our our clients advise us that there are a number or of
outstanding issues to be resolved.
(3) The parties of to this contract agree that the price list set out at in Schedule 2 can not cannot be varied
without the written consent of all the parties hereto.
(4) Canford Ltd stipulate stipulates that the good must be taken directly in to the wearhouse warehouse situate
situated at 4 London Drive, Wallingford.
(5) It is hereby agreed that, this agreement may just only be terminated with by written notice delivered in the
usual way as normally to an representative to of the purchaser.
(6) It is our belief that this agreed agreement is not only unvalid invalid but it is also unlawful inlawful. In are
our view, clause 4 is not at all as it first appearshow it looks like on first appeirance.
(7) In the event that the purchasers purchaser’s payments are late by more than twenty-eight 28 days, he the
purchaser will be subject to a penalty of $3.5 million $3,500,000.
(8) We are sorry that the MD Managing Director of the plc company was unable to make the AGM annual
general meeting this afternoon pm. Unfortunately he was indisposed in a hangover, and was unable to
supervize the proceedings.
(9) The company who that/which will be responsible for the factoring operation is headed by Claus Peterson,
whom who is an experienced practiser practitioner in this field.
(10) The Purchaser agrees to affect effect a purchase of not less no fewer than 20 units per for each order.
(11) It is our view that Ms. Hopkins has showed shown considerable flare flair in this area, and that she is
certainly the principle principal authority on these matters within the company.
(12) The party to this agreement who’s whose interests are compromised will be eligible for illegible to
compensation for loss of value of the factory site sight.
2 Colloquial to Formal
SUGGESTED SENTENCES
(1) By signing this document you agree to relinquish any right to bring claims in respect of any breaches.
(2) Either party may terminate this agreement in the event that the other party becomes insolvent.
(3) Party A agrees to indemnify party B in respect of any claims relating to the distribution or sale of the products.
(4) Party A must pay all invoices sent by party B in full within 30 days of receipt at Party A’s depot of the goods to
which such invoices relate. In the event that any invoice remains unpaid, in whole or in part, following the expiration of
the specified period, Party B is entitled to add penalty interest at the rate of 20% to the unpaid sums.
(5) This agreement shall remain in force for a period of two years from the date of signature and shall thereafter be
renewed for further successive periods of two years unless terminated by either party under the provisions of clause 5
of this agreement.
3 Redrafting Exercise: Style
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SUGGESTED SENTENCES
(1) Any waiver of the indemnity provisions by the vendor must be notified in writing to the purchaser.
(2) The first case was settled for £2,000, the second for £2,500, and the third for £5,500.
(3) We will try to settle this matter swiftly.
(4) The exclusion clause is void because of the previous order of the court.
(5) Thank you for your letter of 12 March and the enclosed lease agreement.
(6) My client has discussed with his partners your proposal to fill the drainage ditch.
(7) Please note that this case will be uneconomic. The legal costs involved will be higher than the amount you
can expect to get from the defendant if your case succeeds.
(8) My client is willing to settle this case for £7,500 on condition that your client:
a. immediately returns the blueprints and specifications;
b. removes all his equipment from the property;
c. undertakes responsibility for replacing at his (her) own expense the entire section of fence which
he (she) took down.
This offer remains open until 12 March.
(9) Mr. Brown hit the windscreen of the car with his head, but as the windscreen was composed of celluloid he
was unhurt.
(10) Parliament was asked by Reverend Smythe, a bachelor, to enact a law providing for the annulment of the
marriages of all couples who do not within three years of marriage have one or more children.
(11) It is agreed that these payments shall be made on their due dates by means of post-dated cheques, and we
will deliver VAT accounts for these payments to you. This agreement covers all previous arrangements
regarding costs and disbursements.
4 Letter-Writing Exercise: Repossession of Rented Property
MODEL LETTER
Ellis & Baxter
15 Sanderson Way
Bromsfield
25 April 20__
Mr G Talbot
Grange Tools Ltd
10B Sinkley Avenue
Bromsfield
Dear Sir
Re: lease of 10B Sinkley Avenue
Our client: The Tranmere Property Company Ltd
Thank you for your letter of 16 April, on which we have now had the opportunity of taking our client’s instructions.
Our clients are prepared to accept your offer on the basis that they will be seeking a suspended order for possession
under which you will be required to pay our client’s costs.
We now enclose a draft order. As you will see this gives our client possession of the property but suspends it provided
the payments set out in the order are made. If an order in these terms were made by the court, it would mean that if
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any of the payments specified in the order were not made, our client would be entitled to instruct bailiffs to recover
possession of the property without further notice to you.
Conversely, if all the payments are made in accordance with the order, the claim will eventually be dismissed.
We propose to ask the court to make an order in the terms of the enclosed draft at the hearing on 5 May. Kindly
confirm that you are in agreement with this course of action.
Yours faithfully
Sanderson Solicitors
Enc
Draft order
5 Drafting a Memo: Share Purchase Agreement
MODEL MEMO
Memorandum
Date: 13 February 2008
Subject: Share purchase agreement
(1) Recruitment
Clause 5.2 sets out certain limitations on the vendors’ ability to recruit personnel employed by the Company. The
vendors are barred for a period of two years from completion from offering employment or purchasing services from
anyone employed by the company for a period of one year prior to completion.
(2) Involvement in competing businesses
Clause 5.1 defines a competing business as one involving any business carried on by the company at the date of
completion and in the same area as the company carries on business. It sets out a general prohibition on the vendors
being involved in any competing business for a period of one year from completion, but there is an exclusion in respect
of investments of up to 5% in nominal value.
(3) Confidentiality
Clause 5.3 sets out a general duty of confidentiality in relation to trade secrets and to confidential information ‘of a
technical character’. This duty is not time-limited, and it extends to use of such information to the detriment of the
company as well as non-disclosure. There is an exception for situations in which disclosure is required by law, but in
such cases the purchaser must be consulted before the information is disclosed.
(4) Vendors’ responsibilities on breach of warranty
Under clause 6.1(b), if there is a breach of warranty the vendors are obliged to pay compensation in the amount
necessary to put the company into the position it would have been in if no breach of warranty had occurred, together
with costs.
(5) Exceptions to vendors’ responsibilities
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There is a general exception in relation to matters that would amount to a breach of warranty but have been ‘fairly and
reasonably disclosed’ in the disclosure letter.
Would you accept these sentences?
http://www.legalwritingpro.com/articles/E20-usage-panel.php
these ten sentences?
- Her behavior during these negotiations really aggravated me.
- We are anxious to receive your proposed changes on the draft agreement.
- Please let me know if you have any questions as regards our settlement offer.
- The board is comprised of seven directors.
- The lawyers in New York are different than the lawyers in Chicago.
- I won’t be able to propose a settlement value until we are fartheralong in the discovery process.
- We will send you more information once we finalize plans for the retreat.
- Some people find ERISA dull. However, my office mate finds it exciting.
- Your foul mood is impacting our ability to finish the due-diligence report and go home.
- I need to incentivize my colleagues to finish their billing for the month.
Are you as picky as the panelists?
- Her behavior during these negotiations really aggravated me.
Green light. Although “aggravate” traditionally means “to make worse,” not “to irritate,” two-thirds of the panel would accept this sentence.
- We are anxious to receive your proposed changes on the draft agreement.
Yellow light. Purists insist that “anxious” reflects a psychological state of worry and is not a synonym for “eager.” Yet about half the panelists would permit “anxious” in a sentence such as this one.
- Please let me know if you have any questions as regards our settlement offer.
Red light. In a recent survey, three-fourths of the panelists rejected this stylistic monstrosity. Try “about” instead.
- The board is comprised of seven directors.
Green light. Although the war against “is comprised of” is popular among grammar mavens, who love to point out that “the whole comprises the parts,” nearly two-thirds of the Usage Panel would accept “ís comprised of” here.
- The lawyers in New York are different than the lawyers in Chicago.
Red light. Three out of five panelists reject “different than” when comparing two nouns. “Different” should take “from” in these cases, at least in American English (the Brits often use “different to”). But note that “different than” is always acceptable before a complete clause: “The lawyers in New York aredifferent than they were 20 years ago.”
- I won’t be able to propose a settlement value until we are fartheralong in the discovery process.
Red light. Traditionalists use “farther” only for physical space, so they would insist on “further” here. Two-thirds of the panel members would agree.
- We will send you more information once we finalize plans for the retreat.
Red light. In a 1997 survey, about three-quarters of the panelists rejected this usage as corporate-speak. Try “complete our plans for the retreat” or, even better, “finish planning the retreat.”
- Some people find ERISA dull. However, my office mate finds it exciting.
Yellow light. Like lawyers, the panel members are split on this one: 55% recently reported that they “always” or “sometimes” avoid starting sentences with “however.” Tip: If you put “however” later in the sentence, it should follow the contrasting word or phrase. Here, “some people” are contrasted with the office mate: “My office mate, however, finds it exciting.”
- Your foul mood is impacting our ability to finish the due-diligence report and go home.
Red light. A whopping 80% of the panelists would reject this popular usage,as do I. Try affecting or hurting. Even better: “Your foul mood is making it harder for us to finish the due-diligence report and go home.”
- I need to incentivize my colleagues to finish their billing for the month.
Red light. For 94% of the panelists, incentivize is “trendy jargon.” By the way, just in case you want to sneak in “incent” instead, an overwhelming 96% percent of the panelists reject that one as well. I hope their views incentivizeyou to substitute “encourage” or “urge” here instead.
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