What You Need to Know about Explaining Laws and Contract Provisions in English

1. Both laws and contracts contain obligations, rights, and prohibitions of the parties.

Let’s practice how to explain provisions of contracts and laws to foreign clients and foreign lawyers. 

Paragraphs 2-4 have phrases that can be used for obligations, rights, and prohibitions. Paragraph 5 has some sample sentences you can use. Finally, paragraph 6 has some provisions for practice.

2. Useful Expressions for Obligations

• Must
• Shall
• Have to
• Is obligated to + verb
• Has a responsibility to + verb
• Has a duty to
• Has an obligation to

3. Useful Expressions for Prohibitions

• Must not
• Shall not
• X is prohibited from + V-ing

4. Useful Expressions for Right

• May
• Has the right to
• Is entitled to
• Is allowed to
• Is permitted to
• Can

5. Sample Sentence Structure

a. Structure 1

• Article 1 stipulates that the receiving party must not disclose confidential information to third parties.
• Article 1 provides that the receiving party must not disclose confidential information to third parties.

b. Structure 2

• The Personal Information Act prohibits X from disclosing personal information without consent.
• Shareholders have the right to vote for directors.
• The Articles of Incorporation require directors to have significant business experience.
• Article 19 of the Sales Agreement allows the purchaser to transfer the agreement to its subsidiary. 

6. Practice Sentences

How would you explain these provisions in English?

1. Assignments. Borrower may not assign this Note without the prior written consent of Lender.
2. Recipient shall not disclose the Confidential Information to any third party without Discloser's prior written consent and shall limit internal disclosure to its employees, students, staff, and agents that need to know the Confidential Information for the Purpose.
3. Delivery. The Supplier shall deliver the Supplies in accordance with the instructions and dates specified by the Buyer.

1. Confusing use of shall: For a long time, “shall” was used in laws and contracts to indicate an obligation. However, “shall” can also be used for assumptions or assumptions. It can also be used to indicate something in the future or an intention. To avoid confusion, “must” is used in many countries based on the plain legal English principles.
2. Should vs. shall: These 2 modals do not have the same meaning. “Shall” indicates an obligation. “Should” indicates a good idea, a suggestion, or a recommendation. In other words, “should” does not create an obligation!!!
3. Have to vs. don’t have: “Have to” indicates an obligation. “Don’t have to”