Translating Contracts Smejkalova

Masaryk University
Faculty of Arts
Department of English
and American Studies
English Language and Literature
Terezie Smejkalov
Translating Contracts
Bachelors Diploma Thesis
Supervisor: PhDr. Jarmila Fictumov
2009
I declare that I have worked on this thesis independently,
using only the primary and secondary sources listed in the bibliography.
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Acknowledgement:
I would like to thank PhDr. Jarmila Fictumov for her help and patient advice during the
process of writing this thesis. I would also like to thank JUDr. Petr Smejkal and Linklaters
London for providing me with the texts of the General Purchase Agreement and the Share
Purchase Agreement.
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Table of Contents
1. Introduction.....................................................................................................................................................5
2. Legal Language...............................................................................................................................................8
2.1 The Nature of Legal Language.................................................................................................................9
2.2 Speakers..................................................................................................................................................10
2.3 Style........................................................................................................................................................11
2.3.1 Syntactical Structure of the Language of Law................................................................................11
2.3.2 Lexis................................................................................................................................................12
3. Legal English.................................................................................................................................................14
3.1 Style........................................................................................................................................................14
3.1.2 Syntax.............................................................................................................................................15
3.1.3 Lexis................................................................................................................................................16
4. Legal Czech...................................................................................................................................................20
4.1 Style........................................................................................................................................................20
a) Precision and Definiteness...................................................................................................................21
b) Stability................................................................................................................................................22
c) Comprehensibility/Understandability..................................................................................................22
4.1.1 Lexis................................................................................................................................................23
4.1.2 Syntax.............................................................................................................................................24
5. Translation of Legal Texts.............................................................................................................................27
5.1 Purpose of Translation............................................................................................................................27
5.2 Style........................................................................................................................................................31
5.3 Terminology Problems of Equivalence................................................................................................32
5.3.1 Faux Amis.......................................................................................................................................34
5.3.2 Ambiguity.......................................................................................................................................34
5.4 Legal Translator......................................................................................................................................35
6. Contracts........................................................................................................................................................37
6.1 Contracts and Law..................................................................................................................................37
5.2 Language of Contracts............................................................................................................................39
5.2.1 Style................................................................................................................................................39
5.2.1.2 Specific Sections of English Contracts........................................................................................41
7. The Experiment.............................................................................................................................................45
Choice of Texts........................................................................................................................................45
Choice of Agencies..................................................................................................................................45
Points of Focus.........................................................................................................................................46
Method.....................................................................................................................................................46
Hypotheses...............................................................................................................................................46
7.1 Czech into English: General Purchase Agreement Rmcov kupn smlouva.....................................48
7.1.1 Overall Style...................................................................................................................................48
7.1.2 Understanding of the Text...............................................................................................................49
7.1.3 Concepts..........................................................................................................................................51
7.1.4 Translators Vigilance.....................................................................................................................53
7.2 English into Czech: Share Purchase Agreement Smlouva o koupi akci.............................................54
7.2.1 Overall Style...................................................................................................................................54
7.2.2 Understanding of the Text...............................................................................................................58
7.2.3 Concepts..........................................................................................................................................58
7.3 Assessment..............................................................................................................................................60
8. Conclusion.....................................................................................................................................................63
9. Works Cited...................................................................................................................................................66
10. Appendices - CD attached...........................................................................................................................70
10.1. Rmcov kupn smlouva.....................................................................................................................70
10.2 Text A....................................................................................................................................................74
10.3 Text B....................................................................................................................................................78
10.4 Share Purchase Agreement...................................................................................................................82
10.5 Text C..................................................................................................................................................113
10.6 Text D..................................................................................................................................................116
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1. Introduction
Legal language. Once an almost magical language of words of stipulation and oaths that
should have impressed its subjects and submit them in awe to its absolute obedience. Now,
it may be said that the awe has disappeared, but the magic of the language of the law
somehow persists, mainly due to its so called vices unintelligibility or wordiness.
Everyday situations and relationships are governed by law whether people like it or not.
Legal positivism argues that all our actions are covered by law (i.e. legislation, legal
principles derived from judicial decisions in Common Law, or contracts) based on the
principle that what is not prohibited by the law is permitted (see for example Weinberger
1995). Making pirouettes on the roof of my house every day at five oclock in the morning
would be considered legal because there is no law prohibiting such an activity. But let me
present a less absurd example. Even by getting on the bus, though not in writing,
individuals conclude a contract with the transportation agency. In every tram or bus a list
of business terms can be found an official-looking piece of paper divided in articles,
sections or paragraphs, full of rights and obligations of the transporter as well as the
customer. The society is inter-bound by an enormous number of agreements, arrangements
and contracts, stating or implying rights and duties of its parties. To give them the mark of
formality, to regulate them and to enforce them, there is the Law with its provisions. As the
main functions of the law are the performative and normative (Cao 2007, 13-15), it is
necessary for law to be able to communicate its norms to their addresses. This happens
through language. In everyday situations, the Law and the language of its norms,
regulations and laws priests lawyers are still somewhere near.
Internationalisation of society has brought closer contacts among foreign countries
in various aspects. Legal relationships are one of them. The European Union as well as the
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states themselves produce a large amount of legislation with which the companies and
individuals have to deal. Still, an important part of legal relationships is carried out by
means of private regulations set by bi- or multi-lateral contracts by the individuals
themselves (within a given legal context). Therefore, translating these contracts becomes a
big issue and the main activity of numerous translation agencies.
Nowadays, English is the Latin of today. It is the main language of international
trade and commerce. It is not only the language of contracts when one of their parties
comes from an English-speaking environment but even when no native English-speaking
party is involved. Although in certain cases English serves as the neutral language of
legal agreements, the general understanding of English is not at such a level that they
would not need to be translated to peoples mother tongues. Apart from that, legal English
and ordinary English are not identical languages (Gubby 2007, 9) and the mastery of
ordinary English does not mean a mastery of legal English.
This thesis deals with the characteristics of legal Czech and legal English within
their legal environments and problems of translation between them. The first part (Chapters
2, 3 and 4) introduces the legal language in general and analyzes the specifics of legal
Czech and legal English. Chapter 5 deals with the translation of legal texts and sources of
difficulties in legal translation. The second part of this thesis focuses on contracts a sub-
genre of legal texts. Chapter 6 defines the place of contracts among other legal texts and
deals with the stylistic specifics of contracts in general. Chapter 7 introduces and analyzes
the experiment. The experiment is based on an analysis of translations of contracts by
translation agencies who advertise their competence in legal translation. It seeks to find out
what the general quality of their translation is and what the main problematic points are:
whether it is the understanding of the text in general, finding suitable translational solution
of the concepts or the style or understandability of the TL text.
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I expect the translation agencies to have problems with finding accurate translation
solutions for some of the system-bound concepts, but I expect the translations to be
accurate regarding the translation of the actual rights and obligations. Concrete hypotheses
follow in Chapter 7.
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2. Legal Language
Legal language is not a language of everyday use by a population (unless, with a degree of
understatement we want to call lawyers a population of a kind). It is a specialized language
of legal norms and related discourse. Its distinctiveness may be seen in a number of
characteristics that differentiate it from the language of ordinary use. But, there is no
universal language of law that would be comprehensible to all languages.
Law is a system that is bound to a particular state or organization. Language of law,
its words, syntactic structure and concepts are closely related to the legal system in
question. The relationship between the language and the law is mutual: the legal system
influences the nature of the legal language and the legal language the language of the
legal discourse influences the system. The speech of lawyers is conditioned not by the
law alone, but also by the prevailing language of their environment (Mellinkoff 1963, 4).
Language of law is a system- and culture-bound language for special purposes. This does
not mean that the language of law is completely detached from the ordinary language.
Most of its words are taken from the ordinary language. On the other hand, legal language
influences everyday speech and many of its originally technical terms are now accepted as
common. Mellinkoff (1963, 9) gives the examples of plaintiff or defendant in English; the
same holds for the Czech smlouva (contract) or zstava (pawn).
In making generalizations about the language of law for the purpose of this thesis,
the characteristics will be drawn from those of legal Czech and legal English. The legal
systems in which these technical languages originated belong to different legal system
families: English law (i.e. the law of England) is a part of the common law family whereas
the Czech law is a member of the civil law family.
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2.1 The Nature of Legal Language
Cao (2007, 13-20) classifies legal language with respect to the nature of its use that can be
described as normative, performative and technical.
Normative
The Language of law is used to impose rights and obligations; it is largely prescriptive.
Laws basic function is to regulate human behaviour and human relations. Law exists as a
set of prescriptions having the form of imperatives defining and enforcing the
arrangements, relationships, procedures and patterns of behaviour that are to be followed in
a society (Cao 2007, 12, quoting Jenkins 1980, 98). Legal language serves to communicate
the legal norms to their addressees.
Performative
The speech act theory developed by J. L. Austin and J. R. Searle makes language
responsible for effects in reality. Speech is not only words but also actions. By uttering
certain words, we the facts may be changed. Legal effects and legal consequences are
commonly obtained by merely uttering certain words (Cao 2007, 14), for example in a
courts judgement or in front of a clerk or a priest during the marriage ceremony.
Technical
The question of technicality of legal language is not perceived consistently. One position
argues that there is no legal language as such and it is a part of the ordinary language. The
other holds that legal language is a technical language. If the latter view is accepted, what
makes the language of law different from other types of language use?
The chief differences may be discussed in relation to the following aspects:
1. speakers
2. stylistic differences
a) specific vocabulary terminology issues
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b) syntactic structures
2.2 Speakers
The language of law is a language of legal norms and related discourse. The language of
legal norms is that of legislation, judicial decisions or contracts. It is said that it is the
language created and used specifically by lawyers. Although the lawyers form the core of
the language-of-law-speaking community, legislation, for example, is influenced by people
with no legal educational background, yet who adopt the legal terminology and
expressions to a certain extent. Drawing on the situation in the civil law system, the circle
of the legal language users may be described as follows:
- The legislators (the drafters who actually write the laws; members of the
parliament, whose knowledge of all the terminology and concepts is not complete
and sufficient but who try to sound as if it was), i.e. all those who create the laws in
the written form and who have real influence on definitions of legal terms
- The judiciary (judges and people who influence the written judgements assistants
to the judges or court clerks vy soudn ednci)
- The lawyers (when negotiating, giving speeches in court, drafting documents etc.;
and when talking to one another)
The circle of the law language speakers in common law systems is generally the same. The
major difference is that the origins of certain terms and the evolution of the language are
somewhat different due to the different sources of law (the main body of legal rules is to be
found in judicial decisions not in legislation).
The type of speaker influences the particular style of the legal language: there is a
difference between the language of an Act of Parliament (or zkon) and the language used
by lawyers when talking to one another about legal matters.
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Nevertheless, at times the language the lawyers use does not seem to resemble the
language of legislation at all. Lawyers seem to have developed some linguistic quirks that
have little communicative function, and serve mainly to mark them as members of the
legal fraternity (Tiersma 1999, 51).
2.3 Style
Language of law is said to be purposive and pragmatic (Knapp 1995, 122). Its style is
therefore governed by these characters.
There have been numerous attempts on defining style. One of them was made by
Vilm Mathesius. He defines style as individual, unifying character found to be present in
any work resulting from intentional activity (Vachek 1974, 114). Legal style refers to the
linguistic aspects of the written legal language and also to the way in which legal problems
are approached, managed and solved (Cao 2007, 22, quoting Smith 1995, 190). The style
of the language of law is one of the functional styles. It is said to be marked and sometimes
described as being a sub-style and the most typical specimen of the officialese style, the
style of official documents (Vachek 1974, 187). On the other hand, in the last decades there
have been authors who believed the style of the language of law to be a separate functional
style alongside other functional styles, the officialese, or administrative, being one of them.
The style of the language of law can be described mainly with regard to its syntactical
structure and specific vocabulary.
2.3.1 Syntactical Structure of the Language of Law
Vachek (1974, 188) describes the sentences in English legal texts to be long and
complex, yet clearly built up, using various typographical devices of distributing phrases,
division of the text into parallel paragraphs and capitalizing certain crucial points of the
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document. When describing the typical features of legal English, Tiersma (1999, 51-71)
gives the following list of typical features which overlap with Vacheks description at some
points: lengthy and complex sentences, unusual sentence structure, wordiness and
redundancy, conjoined phrases, frequent use of negation and impersonal constructions. Cao
(2007, 22) gives two general characteristics of the legal language: impersonal constructions
and extensive use of declarative sentences pronouncing rights and obligations. Mellinkoff
(1963, 285) argues that the language of law should not be different from the ordinary
language without reason. For such differences, the following rationales are usually given:
legal language is more precise, shorter, more intelligible and more durable. Of these
arguments, precision seems to be the leading feature of the language of law that should
give reason to all the other features which are sometimes said to be its vices.
These syntactical features are further discussed in relation to legal English and legal
Czech respectively.
2.3.2 Lexis
The most important difference that sets off legal language from ordinary language is its
lexicon. Legal language makes use of numerous words and terms that are not common in
ordinary language or carry an additional meaning different from their ordinary meaning.
Legal language utilizes vocabulary from standard language both in their ordinary meanings
(the majority of legal language vocabulary) and specialized meanings. This second class of
words may create confusion because in legal texts they may appear in both their meanings
ordinary and specialized. Knapp (1978, 17-20) distinguishes the following groups of
words:
1. legal terms
2. words with specific legal meaning and specific meaning in another specialized
language
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3. words with both specific legal meaning and ordinary meaning
4. words having specific legal meaning, specific meaning in another specialized
language as well as ordinary meaning
5. words with neutral meaning
In his later writing, Knapp (1995, 122) describes legal lexis as follows:
1. words with ordinary meaning
2. words with both specific legal meaning and ordinary meaning
3. specific legal vocabulary
4. legal language does not use some of the words with ordinary meaning (e.g. beauty,
darkness)
To complete the enumeration of characteristics of legal language, Mellinkoff (1963, 11)
gives the following characteristics of legal English terms: frequent use of common words
with uncommon meanings; legal archaisms (words from Old and Middle English, Old
French and Anglo-Norman); terms of art; argot; formal words; use of expressions with
flexible meanings.
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3. Legal English
Because of the nature of law, the language of law has developed particular linguistic
features lexical, syntactic and pragmatic to meet the demands of law and to
accommodate the idiosyncrasies of law and its applications (Cao 2007, 20). Legal English
style and lexicon originate in various languages: Anglo-Saxon, Latin and/or French. Legal
language was originally oral; any writings served only as a report of the oral ceremony
(Tiersma 1999, 36). It took quite a long time to accept the written texts as authoritative.
Formbooks were written and their main effect was conservation of legal language, its
terminology and phraseology. Although the ritualistic and the magical has disappeared
from law, it has not disappeared from the language of law.
The main vices of legal English are said to be its wordiness and excessive use of
archaic words and constructions. In the last 50 years legal English underwent significant
changes, mainly due to the Plain English Movement1, but certain specifics persist.
3.1 Style
Legal style results from cultural and legal traditions. Its chief characteristics are
impersonality, extensive use of declarative sentences, negative and passive constructions.
Mellinkoff (1963, 24) says the language of law has a strong tendency towards certain
mannerisms such as being wordy, unclear, pompous and dull. Legal texts tend to use
number of words instead of one (e.g. annul and set aside instead of annul; or totally null
and void instead of void). Sometimes, they seem to contain a great part of text that seems
1
The Plain English Movement is an effort to eliminate overly complex language from academia,
government, business and law. Professor David Mellinkoff is widely credited with launching the Plain
English movement in American law with the 1963 publication of The Language of the Law. Since then, the
language of law (in America as well as in Britain) underwent significant changes resulting in a more
understandable and comprehensible language.
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to be devoid of meaning (as Mellinkoff puts it) such as using metaphors. Pomposity in the
language of law may take many shapes especially by using words evoking respect (e.g.
solemn, supreme, wisely). Pomposity and wordiness, together with long complex sentences
and a lack of clarity of expression contribute to the dullness of the legal language.
It has been already mentioned that the nature of legal language is among others
performative. As Cao (2007, 21) writes, legal utterances perform acts, creating facts, rights
and/or institutions: they are speech acts. Their performative nature may be marked by
special words such as hereby and various performative verbs such as declare, undertake,
promise etc.
3.1.2 Syntax
Legal language is highly formal and impersonal. This is achieved by passive constructions,
complex and long sentences, multiple negations and prepositional phrases (e.g. in what
follows, by virtue of which). Legal English is full of archaisms and this tendency may be
seen in the syntax as well. The old-fashioned syntax still makes the legal text dense, though
mainly thanks to the Plain English Movement there can no longer be found grammatical
archaisms like the old -th endings (Alcaraz and Hughes 2002, 7) in legal texts. Slightly
archaic tone is achieved by the use of certain prepositional phrases such as pursuant to
(very often used in contracts) or subject to. A certain degree of sexism can also be found:
e.g. judges calling judges of the same rank brethren.
Although it is typical of legal language to consist of unusually long sentences, there
is a specific area of it that is rather plain and surprisingly comprehensible. The first group
is the syntax of statutes, contracts or pleadings; the second group is that of judicial
summaries of particular facts of cases. Complexity of legal English documents may be
seen in their layout, multiple subordination and postponement of the main verb until very
late in the sentence (Alcaraz and Hughes 2002, 19). In legal texts such as statutes, contracts
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or handbooks containing procedural rules, many possible situations, factual scenarios and
exceptions must be provided for (Alcaraz and Hughes 2002, 20) therefore the sentences are
often conditional and contain hypothetical formulations. The illegibility of legal texts
derives from the fact that originally legal texts were written from the far left side to the
other side of the page to avoid the possibility of adding anything to the text. From this fact
the custom of avoiding punctuation is also derived: full stops, commas and semicolons
may alter the meaning of the sentence. As Mellinkoff writes (1963, 367), lawyers are still
reluctant to end a sentence, even though the old reasons for skimping punctuation are gone.
3.1.3 Lexis
To deal with legal lexis it may be useful to systematize it. Alcaraz and Hughes (2002, 16-
18) classify it as follows:
1. Functional items grammatical words and phrases that have no direct referents
either in reality or conceptual;
2. Symbolic (or representational) items all the terms that refer to things or ideas in
the world of reality. This group can be further divided into: purely technical terms,
semi-technical terms and shared, common or unmarked vocabulary
a) Purely technical terms: terms found exclusively in the legal sphere that have
no application outside. They can be one-word terms (barrister) or whole
phrases (bring an action). Some of the theorists argue that these terms are
so closely related to the legal system that they cannot be translated, but only
adapted. Therefore, a number of terms is often left untranslated (e.g.
estoppel, trust) (Alcaraz and Hughes 2002, 17).
b) Semi-technical or mixed terms: words or phrases that have acquired
additional meaning in addition to their common meanings (issue,
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consideration). Their number is constantly growing to meet the developing
needs of the society.
c) Everyday vocabulary found in legal texts (paragraph, subject-matter).
Legal English lexis especially the purely technical terms and semi-technical terms
comes from various origins. Because legal English is a product of its history, various
influences can be traced in contemporary legal language. The eldest part of the legal lexis
is Anglo-Saxon such as bequeath, manslaughter, oath or writ.2 Besides vocabulary, a
typical Anglo-Saxon feature alliteration is to be found in legal English. Its usage is
closely linked to the original magical nature of law but it can be still (and often) found in
legal texts and seems to have acquired some kind of terminological value: rest, residue and
remainder, to have and to hold, hold harmless etc. There are also Middle English words
that nowadays survive only in legal language: aforesaid, thence, there- and here- words
etc. (Mellinkoff 1963, 13).
Despite the native origins of some of the most characteristic legal terms, legal
English draws on numerous Latin or Latinized terms. There are dozens of phrases that still
have their place in everyday legal discourse and because of their Roman Law origin they
are often common to the Civil Law system as well (lex fori, bona fide, res iudicata,
restitutio in integrum). Some of these phrases have their calque version that may be used
alongside the Latin one (bona fide or good faith, mors civilis or civil death).
Although numerous words of Latin, Anglo-Saxon or Viking origin may be found in
legal English, it may be argued that the main influence for the development of legal
language is to be attributed to Norman and later to French. French used to be once the
language of the royal courts. Despite several attempts to return to legal English (for
2
Tiersma, Peter. The Nature of Legal Language. 1 February, 2009.
<http://www.languageandlaw.org/NATURE.HTM>.
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example the 1362 Statute of Pleading which although itself written in French forbade using
French in lawsuits3), French remained in use until 1731, when it was together with Latin
banned from being used in legal proceedings. A vast amount of the most basic legal
vocabulary is of French origin (appeal, complaint, evidence, judge, tort or verdict, and real
law French words such as estoppel or alien in the sense of transfer). French influence may
be also seen in some legal phrases following the French way of putting an adjective after
the noun (attorney general, fee simple) or in creating neologisms by adding an ee ending
(lessee, condemnee) to a verb.
From what has been just said might follow that legal English is not English at all,
especially when considering that the word law itself is derived from the Norse word for
lay and means that which is laid down.4
Although legal language seems to be very old-fashioned at first sight, lawyers can
be quite creative when it suits their purposes (as Tiersma writes 5) and can create
neologisms such as palimony, zoning or hedonic damages.
A special feature of legal English of Anglo-Saxon origin is the conjoined phrases or
multinominal expressions. Some of them are alliterated as for example the rest, residue
and remainder, some of them are not, such as last will and testament. These phrases
consist of synonyms or near-synonyms. It has been argued that one of the justifications of
such language behaviour is the never-ending quest for absolute precision. But as
Mellinkoff says, this may not be the case: the phrase last will and testament is not as
precise as plain will and when one of these words is used, the other is superfluous
(Mellinkoff 1963, 331-332). Perhaps a more sound justification for the wordiness of legal
English is derived from its adversarial nature. Tiersma says that

3
4
5
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virtually any legal document is liable, at some point in its existence, to be
picked apart by an opponent eager to exploit a loophole or ambiguity in hopes of
wiggling out of an agreement or contesting a will. 6
The question arising when dealing with these conjoined phrases is whether they really
present a redundant overflow of words or whether they constitute a special kind of term.
But an answer to this question would be outside the scope of this thesis.
6
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4. Legal Czech
Legal language is a specialized language of legal texts (Tomek 2003, 25). It is the main
means of communication within law as a legal system. Communication between the
legislator and the addressees of legal norms is carried out solely by language. It is mostly a
natural language (the exceptions being for example road signs) and a standard language.
Knapp (1988, 95) argues that there are non-standard languages of law as well, such as the
spoken language of judges, or legal slangs, such as the law students speak). Legal Czech
can be distinguished from the ordinary Czech especially with respect to its style. Knapp
(1995, 120) distinguishes between three varieties of legal Czech:
1. Language of laws (language of legislation)
2. Language of courts (decision making)
3. Language of lawyers (language of legal representation)
It is typical of legal Czech that it originates from the language of legal norms the
language of legislation. Legal norms regulate social relationships: they state what should
be done (prescriptive function) as well as what is (descriptive function). The language of
judicial decisions and the language of lawyers are basically derived from the language of
legal texts.
4.1 Style
Knapp (1988, 96) argues that there may not be a unified legal style because there are
recognizable stylistic differences between the language of legal texts, lawyers speak or the
language of theoretical legal texts. Basic stylistic requirements of legal texts may be listed
as follows:
a) precision
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b) definiteness
c) brevity
d) comprehensibility/understandability
e) stability
f) inexpressiveness
g) purposiveness
Some of the points of this list of basic requirements quoted by Tomek (2003, 28) are
developed later.
a) Precision and Definiteness
Precision seems to be the most important legal language requirement, not only with respect
to legal Czech but other legal languages as well. To ensure legal certainty and the principle
of equality in law, law must state all the rights and obligations of its subjects exactly and
without doubt. This does not mean that all the legal expressions must be absolutely exact
and precise: legal Czech is full of vague words, words with flexible meanings. This
vagueness may not be a flaw in precise legal language. Expressions such as mra
pimen pomrm (degree adequate to the circumstances), znan koda (substantial
loss), vk blzk vku mladistvm (an age close to the age of minors/juveniles), may be
interpreted according to particular circumstances of the case. Relatively frequent use of
these expressions in Czech legal texts may be explained by the nature of continental-
system legal norms. Czech legal norms (and continental legal norms in general) tend to be
more general, often using vague expressions to leave their interpretation on courts.
Common-law-system norms tend to be more casuistic and such vagueness of expression
would be perceived as inadequate.
Unless used in legal theory and scientific legal writings, use of synonyms is
forbidden. Although we may find such synonyms in the bulk of legal expressions,
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legislation usually chooses only one of them and keeps using it to avoid any
misinterpretation. Here are some examples of such synonyms in legal Czech: zletilost
plnoletost (legal age majority; only zletilost is a truly legal expression), zpsobilost k
prvnm konm svprvnost (legal capacity; only the first expression is known to the
legal texts)7.
Contrary to the use of synonyms, the use of polysemes and homonyms is not that
easily avoided. When such use is inevitable, the meaning of such expressions must be
interpreted by context: nlez (finding) may refer to nlez stavnho soudu (Constitutional
Courts ruling) or to nlez vci oputn (finding of a derelict), zapoten (inclusion) may
refer to zpsob zniku zvazku (a way of termination of an obligation), kompenzace
(compensation) etc.
b) Stability
To regulate social relationships and to ensure legal certainty, legal terminology and style
should be relatively stable. This does not mean that the meaning of the terms does not
change from time to time. Stability means that one and the same term used in a legal text
should denote one and the same thing (Knapp 1995, 125). It is typical of legal Czech to
normalize certain words and phrases, to set firmly their meanings and way of usage (see
for example Knapp 1978, 47-48).
c) Comprehensibility/Understandability
This requirement is closely connected to that of purposiveness and precision. Legal text
should communicate its content clearly and without doubt to its addressees. The ideal of
understandability is to make the addressee of the legal norm understand it in the same way
7
The draft of the new Czech Civil Code introduces the expression svprvnost as a legal term. It may be
interesting to note that this typically lay term may find a way into law to replace a legal term.
22
as its creator (Knapp 1995, 126). In another work Knapp (1988, 99) argues that even
people with no legal education are able to understand the text of a legal norm. The
language of law is sometimes demonized but to understand the language of law in reality is
not very difficult. The demand for popularization of legal language would suggest that
people read legal texts on a daily basis: but this is not so. Whether we like it or not, law
seems to be a complex system that has developed its terminology and to understand the
law and its language needs a specialized education in the same way as medicine does. To
simplify the language of law yes; to vulgarize it no. What people may not understand
when reading a law or a contract should be issues connected to law, not to language.
4.1.1 Lexis
Legal Czech makes use of all classes of words except interjections. Words of various
language origins are included: traditionally Latin, less often French and recently English.
Legal Czech makes use of various Latin phrases which are even taught at law schools and
are used relatively frequently in legal texts and in lawyers talk. These include phrases such
as inter vivos (among the living), mortis causa (in case of death) or even whole sentences
describing legal principles such as Ignorantia iuris neminem excusat (The ignorance of
law does not excuse). With the growth of European Union legislation and numerous
international contracts, English terms slowly find their way into legal Czech. Typically,
these are words for which there is no Czech equivalent (due to the systemic differences,
Chapter 5) and to avoid confusion, the original English term is accepted (estoppel or
common law).
Tomek (2003, 48) classifies Czech legal vocabulary as follows:
1) legal terms (e.g. zkon statute, vcn bemeno legal servitude)
2) word groups (e.g. vynst rozsudek deliver a judgement)
23
3) phrases (Czech: jazykov ablony, language stereotypes; e.g. tento zkon nabv
innosti dnem vyhlen this statute comes into effect on the day of its
publication)
Legal terms must fulfil the abovementioned requirements of legal text. Most of all they
should be precise and definite. They may be composed of one or more words. Multiword
terms (sub 1) may not be easily recognizable from word groups (sub 2). According to
Tomek (2003, 51), word groups only describe legal reality; they have a fixed structure
but they cannot be defined, whereas the legal terms can. On the borderline between legal
terms and word groups may be binomial phrases, or conjoined phrases as Tiersma (1999,
61) calls them, such as spolen a nerozdln (approx: jointly and severally). These phrases
consisting of two almost synonymous words are used traditionally and most likely arose
from the rhetorical nature of the language of law. Tomek (2003, 25) defines the phrases
or language stereotypes as multi-word or sentence constructions that form a kind of
formula. They originate as language customs and as any other social custom they are stable
in their formulation and they are used in specific circumstances. Here are some of the
examples of these stereotypes: pod trestem penit pokuty (under the punishment of
monetary penalty), Odntm svobody bude potrestn (The punishment of imprisonment
shall be imposed on), Parlament esk republiky se usnesl na tomto zkon (The
Parliament of the Czech Republic has agreed on the following statute), v souladu s
ustanovenm (pursuant to).
4.1.2 Syntax
Ideally, sentences in legal texts should be constructed to be comprehensible. This may be
achieved by reasonable sentence length, understandable complex constructions or the
overall layout of the text.
24
The layout and composition of legal texts have their special features. Typically, a
law or regulation is divided into sections and subsections (called hlava, oddl or dl),
paragraphs (designated by the sign before the number of the paragraph; or Articles
typical of constitutional and international documents) and subparagraphs (numbered 1), 2)
etc. or designated by lower case letters a), b) etc.). Apart from this division (generally
stated by Governmental Legislative Rules - Legislativn pravidla vldy) any legal text
should have some kind of introduction (e.g. the introductory sentence to each law passed
by Parliament; or identification of the parties at the beginning of each contract) and an
ending. These are mainly customary.
Legal texts are lexically dense, mainly due to frequent nominalizations. (For
example: smlouva o smlouv budouc agreement to agree,8 Dodavatelem je osoba,
kter pi uzavrn a plnn smlouvy jedn v rmci sv obchodn nebo jin podnikatelsk
innosti. The Supplier is a person that acts within the scope of its business licence when
concluding the contract or fulfilling his contractual obligations.)
Legal texts are mainly normative; therefore they must aim at objectivity. This is
usually achieved by frequent use of passive constructions. The normativity, or regulative
nature, of legal texts may be illustrated by stating rights and imposing obligations. This
may take place via imperatives, often by modals or indicatives. Most often these norms
appear as general declarations (e.g. Vlastnictv vci lze nabt kupn, darovac nebo jinou
smlouvou, ddnm, rozhodnutm sttnho orgnu nebo na zklad jinch skutenost
stanovench zkonem. - The proprietorship may be acquired by a contract of purchase,
contract of gift or any other contract, by way of heritage, by way of an administrative
bodys decision or by another legal fact pursuant to the provisions of statutes.) but they are
authoritative and cogent: anything contrary to such provisions is either illegal or void.
8
These concepts are not analogical. Smlouva o smlouv budouc is a contract that is, an agreement binding
in law. Agreement to agree is just a gentleman agreement.
25
Apart from frequently used sentence constructions there are certain unacceptable sentence
constructions, e.g. the relative sentences (or not actual relative sentences; Hladi 1999, 53)
Punctuation seems to play a significant role as well: legal texts use semicolons and
parentheses that may have a direct impact on the meaning and interpretation legal texts.
The usage of long and complex sentences in legal Czech does not arise from such a
strong tradition as in legal English. I would argue that it is a lawyers quirk, maybe an
attempt to sound smart. Long and barely understandable sentences in legislation are
usually a result of additions to the professional drafts made by the non-lawyer
Representatives of the lower House of Parliament; or of adaptation of foreign (most often
EU) texts into national legislation. The latter are the translations, often made without
respect to already used idiom and introducing new terms for concepts that already have
their Czech terms.
26
5. Translation of Legal Texts
Legal translation is a special type of LSP translation involving cross-linguistic
communication in the legal context. In contrast to other types of LSP translation, legal
translation tends to involve more culture specific components (Biel 2008, 22). The main
problem when dealing with the translation of legal texts is the fact that legal texts are not
just typical special-purpose text, such as medicine or biology. Legal texts are usually
produced to bear some real-life consequences such as granting rights or imposing
obligations. As has been already discussed, the main functions of legal language are
normative and performative: legal texts usually contain legal norms and consequently carry
an obligation to follow this legal norm, otherwise a punishment might follow. Therefore, it
is greatly important to make sure what the actual purpose of the translation of an individual
legal text is.
This thesis focuses on the translation of English and Czech legal texts legal texts
originating in two major legal systems: the Common Law and the Civil Law. This fact
draws these legal texts even more apart and numerous problems of conceptual
(non)equivalence arise. Every translator of legal texts must face and finally try to solve the
tension between the need of legal certainty and the fact of linguistic indeterminacy.
Knowing the concepts behind the terms is more important in legal translation than in other
translational areas. Translation of legal texts seems to stand at the crossroads of legal
theory, language theory and translation theory as Cao writes (2007, 7).
5.1 Purpose of Translation
Although it is sometimes claimed that legal texts have minimal communication value
(mainly because of their style), they are written for various communicative purposes. The
27
translation itself may have different purposes as well. To provide an accurate translation,
the translator must bear in mind both of these groups of purposes.
Cao (2007, 10-12) proposes following communicative purposes of the legal texts
(and subsequent purposes of translation of the legal texts):
1. normative purpose prescriptive laws granting rights and imposing obligations
2. informative purpose mostly descriptive; scholarly works and legal commentaries,
correspondence between lawyers
The communicative purpose of the SL text and TL text may not be the same. Cao further
classifies legal translation into three categories according to the purpose of the TL text:
1. Translation for normative purpose translation of the law. The TL text will be
regarded as authoritative and have the same or similar effects as the SL text. This
situation is typical of bilingual jurisdictions or the European Union legislation.
These texts may be statutes, directives and regulations or even private documents if
they are legally binding. In this category, the communicative purpose of the SL and
TL texts are identical.
2. Translation for informative purpose only to provide information to the TL
readers: the SL text is enforceable, the TL text is not. This category includes court
decisions, or even foreign statutes. The original texts and its translation may have
different communicative purposes.
3. Translation for general legal or judicial purpose primarily informative and mostly
descriptive. This group includes translation of various records and certificates,
witness statements or expert reports used as evidence in court proceedings. Such
documents may have legal consequences (e.g. only a translated and legalized
university diploma apart from other requirements admits a foreign-educated
28
lawyer into practice in the Czech Republic). Moreover, this category may include
texts that are not written by legal professionals.
When clearly determining the purpose of the TL text and translation, a translator
may happily dive into the text itself and start to deal with the individual difficulties arising.
To provide a general overview of the sources of difficulties in legal translation, let me draw
from the classification provided by Cao (2007, 23-32).
1. Systemic Differences
Law and legal language are system-bound, as has been already mentioned several times in
this thesis. They both reflect the history and traditions of the said country. Each country has
a specific legal system (in the sense of Czech prvn d the legal order) with specific
concepts. Although law in general is a universal concept, the same cannot be said for the
particular legal concepts within legal systems. The procedures, application of laws and
institutions differ form one another, reflecting the differences between societies. Legal
translation involves translation from one legal system into another (Cao 2007, 24).
Various textbooks on comparative law offer more or less the same distinction of
legal system families: the main and most important and influential being the Common Law
and the Civil Law legal systems. The Common Law has its origins in Britain and with a
degree of simplification it can be said that it is based mainly on the judge-made law. The
term common law may refer to other facts than just to a legal system. This name
indicates that one of its meanings derived from the fact that this law was thought to be
common to all England (Khn, Bobek and Polk 2006, 12). In its prevalent meaning
today and in this thesis it refers to the legal family derived from the law of England and
comprises all former Commonwealth jurisdictions.
29
The term Civil Law (apart from its meaning denoting the law dealing with civil
matters) is widely used to label the group of continental legal systems originating in
Roman Law (its main concepts and institutions) and Napoleonic Code Civil from 1804 (the
prevalent idea that law should be created by a central institution, written and most
favourably comprised in one thick book a code).
One of the main differences that set the Common Law and the Civil Law apart is
the perception of the sources of law. Whereas the basic source of law in Common Law is
the precedent (a judge-formulated legal rule), the Civil Law systems are based on statutes
and the case-law has only a marginal and supplemental role.
From the perspective of legal thinking and translational importance, Civil Law
tends to use more abstract norms (to allow the judges to fit them to the concrete disputes)
whereas the Common Law norms are more casuistic (based on the casuistic nature of the
notion of precedent itself).
The difference between these two legal families may be seen in a number of
institutions specific for only one of these groups: the Common Law concepts of trust,
estoppel or misrepresentation are not known to the Civil Law with is own specific concepts
(for example actio de in rem verso, Czech: bezdvodn obohacen).
Cao (2007, 28) claims that
despite these differences, the Common Law and the Civil Law families are not
incompatible. We should not exaggerate the differences or believe that the translation
between the two is somehow not possible. After all, both belong to the Western legal
traditions and political cultures.
The Czech Law belongs to the Civil Law family (although some of the older publications
classify it as a Socialist Law because of the nature of the Czech Law before 1989 see
for example David and Brierley 1985) although in some of its concepts and rhetoric it still
bears resemblance to the Socialist legal systems.
30
2. Linguistic Differences
As specified above, legal language as any other language has its own specific users: they
may be judges, lawyers, legal professors or even laypersons, such as politicians. Linguistic
sources of difficulties arising in translation of legal texts are generally speaking of two
kinds: the style in a very wide sense which for the purpose of this moment includes also
the unstated conventions by which language operates (Cao 2007, 28 quoting White 1982,
423); and the terminology. Legal language has developed to meet the demands of the
particular legal system. The basic difficulty arising when translating legal texts is that of
terminology and equivalence of individual concepts.
3. Cultural Differences
Law is closely related to culture; in a way it may be said that law is an expression of the
culture (e.g. its ideas on what is right or wrong) and it is expressed through legal language.
5.2 Style
There are major stylistic differences between the Common Law and Civil Law that can be
discussed in relation to each type of the legal text. Stylistic characteristics of legal English
and legal Czech have been discussed in the preceding chapters. In this chapter, let me just
ask a question: is it necessary to change the style of a text to approximate it to the TL
style? Individual translators may have individual views on this matter. I would argue that it
depends on the purpose of the translation and of the purpose of the TL text. The statute that
is supposed to be legally binding even in its TL version must be able to communicate its
content comprehensibly. A contract should look like a contract to both contracting parties.
But this claim may have its limits.
31
Often, people in business do not even realize that the style of legal documents in
different countries might be different. Let me mention an episode from real life. I was
working on a translation of a Czech contract into English. I wanted it to sound formal but I
tried to avoid all the herefroms and heretos. I tried to be as precise as possible without
adopting the wordy and flamboyant style of legal English. The English party agreed to all
the proposed conditions but added a note from which it followed that apparently our
lawyers seem to not conduct business very often, meaning that the terminology and the
core of that typical Czech contract was fine but the form of it and the style did not comply
with their everyday standards. I will discuss the stylistic differences of contracts in Chapter
6.
5.3 Terminology Problems of Equivalence
It follows from the systemic differences between Czech and English law that often there is
no equivalence between individual legal concepts. To find suitable translational solutions
for legal terms is said to take up to 75 per cent of translational time (Biel 2008, 22). Even
when there seems to be an obvious solution at hand, the terms hardly ever have the same
semantic potential in the SL and TL (Biel 2008, 24). Cao (2007, 54) gives an excellent
example of such an obvious concept as that of a theft, which I will try to extend to Czech
as well. In English law, theft is the dishonest appropriation of property belonging to
someone else with the intention of keeping it permanently.9 In the Czech Republic the
concept of theft is defined in a very different way.
9
English Theft Act 1968
32
The Czech Criminal Code offers different kinds of theft 10 which have in common
only the first part of the definition: Whoever appropriates a thing belonging to someone
else by taking possession of it. The Czech definition does not explicitly require
dishonesty or an intention to keep the stolen thing permanently. Even though theft is
routinely translated as krde and vice versa and everyone would agree that it means
basically the same, the legal concepts behind these terms are not equivalent. Cao (2007, 33,
quoting Toury 1986, 1123) proposes that because translating legal texts is a rather relative
affair, equivalence is a combination of, or compromise between, the two basic types of
constraints that draw from the incompatible poles of the target system and the source text
and system. It seems to be futile to search for absolute equivalence when translating legal
texts.
Legal language is dependent on law and law is in turn dependent on the society. As
Alcaraz and Hughes write (2002, 25):
in legal texts, terms are continually being redefined, as social developments

overtake past practice and thus force legislation to change, simply in order to keep
abreast of new standards of acceptable and unacceptable behaviour.
Cao (2007, 55) proposes that a legal concept is three dimensional: it has a linguistic,
referential and conceptual dimension. Real equivalents have to be equivalent or at least
similar in these three dimensions. In reality, the words are rarely equivalent in all the three
dimensions: there may be only a partial equivalent or there may be no equivalent at all. In
these cases, translation methods can vary from an introduction of a new word (with an
explanation of the concept), most often either by keeping the word in the TL (for example
the English term and concept of estoppel is slowly finding its place in legal Czech) or by
formal equivalence, that is a word-for-word translation (as with the rule of law, Czech:
10
Act No. 140/1961 Coll., Criminal Code, as amended: 247 Krde (1) Kdo si pisvoj ciz vc tm, e se j
zmocn, a a) zpsob tak kodu nikoli nepatrnou, b) in spch vloupnm, c) bezprostedn po inu se
pokus uchovat si vc nsilm nebo pohrkou bezprostednho nsil, d) in spch na vci, kterou m jin
na sob nebo pi sob, nebo e) byl za takov in v poslednch tech letech odsouzen nebo potrestn,
bude potrestn odntm svobody a na dv lta nebo penitm trestem nebo propadnutm vci nebo jin
majetkov hodnoty.
33
vlda prva; or Rechtstaat prvn stt), functional equivalence (law is translated as prvo
although the Czech word means right as well) to descriptive equivalence (tort
mimosmluvn civiln delikt).
5.3.1 Faux Amis
A related issue in translation between European languages is the problem of false friends
terms that look similar in both the SL and the TL. This issue is more topical in translation
between English and French for example, but there are certain faux amis in Czech and
English as well. One of them is magistrate. The word almost wants to be translated as
magistrt. However, there is a difference: the magistrate is a person appointed to judge
minor cases and dispose of summary offences at the magistrates court (within British
legal context), not a municipal authoritys office.
5.3.2 Ambiguity
As was already mentioned in the preceding chapters, a large part of legal English and
Czech vocabulary consists of words that carry both specific legal meanings and ordinary
use meanings. For a translator, it is necessary to discern the meaning correct in the
circumstances. To translate polysemous words correctly, the context of utterance the
immediate physical, temporal and verbal environment in which the communication takes
place becomes crucial (Alcaraz and Hughes 2002, 37).
Another type of ambiguity may arise from the syntax. To solve it is not in the scope
of a translators competence. Alcaraz and Hughes (2002, 45) write that
[s]ince the ambiguity is inherent in the syntactic structure of the sentence, any
translation that reproduces this is bound to be correct, in the sense that it will be
equally ambiguous, and for the same reason. And that is what translators must do in
cases of this kind, since it is no part of their business to decide between alternatives
()
34
5.4 Legal Translator
Translation is a special type of communicative language use that requires language
competence in two languages, the SL and TL. In addition to the language competence,
legal translation requires a certain degree of understanding of law. There have been many
opinions on what the ideal legal translator should be like. Sarcevic (1997, quoted by Cao
2007, 37) believes that the legal translators competence presupposes in-depth knowledge
of legal terminology, thorough understanding of legal reasoning and the ability to solve
legal problems, to analyze legal texts, to foresee how a text will be interpreted and applied
by the court. Weisflog (1987, quoted by Cao 2007, 37) wants the legal translator to have a
thorough acquaintance of law as the subject matter, including laws and legal systems of the
SL and TL countries. One can start wondering whether such ideal translators exist. Both
these definitions mention one very important element, though. A translator of medical
science writings can translate them without any deep understanding of the subject,
knowing only the relevant terminology. A translator of legal texts is lost without an insight
into the legal systems of both, the SL and TL. I agree that a competent legal translator must
have three prerequisites proposed by Smith (1995, 181 as quoted by Cao 2007, 37): basic
knowledge of the legal systems, knowledge of the relevant terminology and competence in
the TL specific legal writing style.
One may then ask whether it is even possible for a translator without legal
education to translate legal texts. The problem is that having Czech legal education does
not mean understanding English law and vice versa.
Although it is not the translators job to have a sophisticated insight into all the
legal problems, I believe that he/she should be able to understand the legal text in a way to
be sure about the rights and obligations it imposes, various concepts used and the main
problematic points. Czech and English legal practitioners know a translation when they see
35
it. Unless the translator is active in given legal environment, it is almost impossible to give
the SL text a truly idiomatic sound. I have to admit that it is very difficult for a Czech
translator to translate into English legal language. But I am convinced that such a translator
should be fully competent in Czech legal writing.
36
6. Contracts
6.1 Contracts and Law
Not all agreements are contracts. As Gubby clearly writes (2007, 170), contracts are
specific types of agreement between two or more parties that is binding in law. Contracts
are only such agreements that are legally enforceable. The core of every contract is a
consensus on its content and on establishing a legally binding relationship. Contracts create
the law between the parties lex contractus and generally no-one can be entitled or
bound by the terms of a contract if he/she is not a party to it.
To create a truly legally binding contract, several principles must be adhered to:
The contract must be in an appropriate form (written, oral or by inferring from the conduct
depending on the concrete requirements of the law), the parties must clearly intend it to be
binding in law (the legal act must be made seriously, not as a joke), the parties must enter
the contract voluntarily (no party can be forced to conclude a contract by physical or
mental force) and its content must not be impossible to carry out (forbidden by law or
physically impossible).11 When any of these principles are not fulfilled, the contract may be
invalid.12 When all the requirements of the law (including all these principles) are fulfilled
the agreement generates rights and obligations that may be enforced in the courts.
Contracts are the legal documents ordinary people are likely to be most familiar
with. As already mentioned in the Introduction to this thesis, people are concluding
contracts all the time by buying food, renting a flat or just by getting on a bus.
The core of the contract the consensus is expressed in the notions of offer and
acceptance. Within English legal context, a special feature must be present in a contract to
11
For a more detailed explanation of these principles see Czech Civil Code 35 - 42a.
12
Concept of invalidity in Czech and English law differs. Czech law distinguishes force (validity) and effect
as two different qualities a legal norm acquires, whereas in the English law (and Common Law in general)
the force and effect of a legal norm merge into one.
37
set it apart from other agreements: the presence of (valuable) consideration. Consideration
in connection with contracts means the bargain, that is the exchange of promises; one party
must show that he/she has bought the other partys promise either by doing some act in
return for it or by offering a counter-promise (Gubby 2007, 175). A one-sided promise is
not a binding contract.
There should be an offer and an acceptance present in Czech contracts as well. The
slight difference from the English contracts is the question of consideration. Czech legal
thinking knows a similar concept platnost/bezplatnost by which is meant the
mutuality of exchange. Czech contracts do not need to contain valuable consideration (do
not have to be platn) whereas for the English contract to be legally enforceable the
consideration has to be valuable. Czech law knows the gift contract (English law knows
the deed of gift a deed being only a written document, signed by the parties and
witnessed) as a legally binding contract 13 where one party stipulates to give something of
value to the other party and the other party expressly accepts it. Gubby (2007, 175) claims
that to make a promise enforceable, the promise should either be exchanged for nominal
consideration (such as 1), or be made in the form of a deed. A deed of gift might be
therefore enforceable but no-one would consider it to be a contract.
Another difference worth mentioning may be referred to as the parol evidence rule.
When disputed, the contracts will be interpreted by courts and the courts will not seek the
real intentions of the parties but look only on what is written in the contract: the law will
enforce only what has actually been agreed and it will not ascertain the mental state of the
parties (Gubby 2007, 169). Czech courts on the other hand will always try to find out what
was the real intention of the parties. Generally speaking the contract concluded by mistake
(Czech omyl; see Czech laws on concrete explanation and interpretation e.g. 49a Czech
Civil Code) cannot be enforced whereas for the English contracts the rule caveat emptor
13
See 628 - 630 Czech Civil Code.
38
(let the buyer beware) is crucial. However, when the mistake is operative and fundamental,
even the English contract will be considered void (Gubby 2007, 187), as it would be in the
Czech law. The parol evidence rule is the reason why common law contracts tend to be so
lengthy the drafters are trying to anticipate all possible eventualities.
5.2 Language of Contracts
I believe contracts can be considered a sub-genre of legal texts. They are drafted for a
special purpose; they seem to have a distinctive style from that of legislation or wills. In
English there are even terms special for contracts.
The actual wording of a contract only becomes important when a dispute arises and
litigation is at hand.
5.2.1 Style
When comparing an average English or U.S. contract to a continental one, the first striking
difference is their length. What a civil-law contract says on four pages, the common-law
contract takes twenty. There seems to be great deal of explanation, qualification and
limitation in the common-law contracts and even the legalese differs from contract to
contract. By contrast, civil-law contracts seem to be much shorter with less legalese that is
almost identical from contract to contract, and even many provisions are quite similar in
various contracts (see for example Hill and King 2004, 894-895).
What makes the civil-law contracts to be so much shorter than the common-law
ones? Hill and King (2004) compare U.S. contracts to German ones. As the Czech law and
German law have common background and develop side by side, almost all their findings
regarding German contracts and law characteristics may be easily related to the Czech
contracts and law. Czech law is predominantly statutory and statutes are the main source of
39
law. When concluding a contract, parties should always bear in mind the imperative
provisions of the statutes which should be adhered to. Czech law has many more statutory
rules for filling contractual gaps than the English or U.S. law. Czech law clearly states
what a contract should contain to be valid (in case of the so called types of contracts
provided for in Civil and Commercial Codes) and when the parties fulfil this obligation
they are not forced to put into their contract terms containing anything else and in case the
parties do not want to settle their affairs differently from the statutory provisions, their
relationship is governed by the statutory provisions. There is also no need to define certain
terms (such as number of days to be counted in a month) because there are statutory
provisions explaining them. The Czech law also allows just a reference to another
document or even a customary rule (such as the general business terms) to include it
into the contract.
5.2.1.1 Layout
The layout of Czech and English contracts does not generally differ the only visible
difference being the English custom of giving titles to individual sections. The basic
sections of a contract are:
1. title descriptive phrase identifying the type of undertaking;
2. an introduction identifying the parties to the transaction;
3. recitals historical and economic reasons for concluding the contract, sometimes
closely defining the nature of the parties businesses. In English, this section is
sometimes introduced by the word Whereas;
4. definitions of terms used in the contract an English feature slowly finding its way
into other legal languages;
40
5. operative provisions containing rights and obligations, usually introduced by a
performative verb;
6. various provisions (on applicable law, expressing the consideration, giving
guaranties);
7. testing clause sentence introducing the signatures, sometimes containing the date
and place;
8. signature lines;
9. schedules (annexes) in case the contract refers to them;
Generally speaking this layout may serve for both the Czech and English contracts.
Particular provisions are structured to sections and subsections (or in Czech articles and
paragraphs lnky and odstavce). When translating a contract it is generally understood
that the TL text layout should follow the original layout.
5.2.1.2 Specific Sections of English Contracts
Recitals:
Although sections defining the business or declaring special character of the parties may be
found in the Czech contracts as well, recitals are typical of English contracts. They are
usually introduced by the word Whereas (meaning given the fact that or as, not in the sense
of indicating contrast) and often at great length explain the background of the transaction.
Following examples are taken from the Share Purchase Agreement (Appendix 10.4 to this
thesis)
Whereas:
1. The Seller has agreed to sell the Shares (as defined below) and to assume the obligations imposed on the
Seller under this Agreement;
2. The Purchaser has agreed to purchase the Shares and to assume the obligations imposed on the Purchaser
under this Agreement;
41
Entire Agreement Clause:
By this clause (sometimes called whole agreement or merger clause) the parties express
their intent to be bound by this contract only.
14.2 Whole Agreement
14.2.1 This Agreement contains the whole agreement between the Seller and the Purchaser relating to the
subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law
which may be excluded by contract and supersedes any previous written or oral agreement between the Seller
and the Purchaser in relation to the matters dealt with in this Agreement.
14.2.2 The Purchaser acknowledges that it has not been induced to enter this Agreement by any
representation, warranty or undertaking not expressly incorporated into it.
14.2.3 So far as is permitted by law and except in the case of fraud, each of the Seller and the Purchaser
agrees and acknowledges that its only right and remedy in relation to any representation, warranty or
undertaking made or given in connection with this Agreement shall be for breach of the terms of this
Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).
14.2.4 In Clauses 15.2.1 to 15.2.3, this Agreement includes all documents entered into pursuant to this
Agreement.
Consideration Clause:
If there is a consideration in a Czech contract it is usually not stated in a separate and titled
section. An English contract consideration may look like this:
3. Consideration
3.1 Amount
The consideration for the purchase of the Shares under this Agreement shall be an amount in cash equal to
the sum of:
3.1.1 1000 (the Closing Amount); and
3.2.2 the Net Asset Adjustment.
Interpretation Clause:
Sometimes, after the definition clause there may be provisions on what rules should be
followed when interpreting individual terms of the contract.
Singular, plural, gender
References to one gender include all genders and references to the singular include the plural and vice versa.
42
Language Clause:
(It is not legal English specific.)
In case the transaction is concluded between parties of different language background in
two languages, the text of the contract may contain a provision stating the relationship of
the two language versions.
5.2.1.3 Syntax
The English language of contracts encompasses all the vices of legal English that have
been discussed in previous chapters. The syntax is lengthy and complex, often lacking
punctuation and often introduced or divided by archaic words such as thereinafter or
hereto. The verbs are either in present tense or in future tense, very often using the archaic
shall. To assure absolute precision in meaning the words are often repeated and certain
terms are capitalized.
Legal Czech appearing in contracts is by contrast fairly simple, often avoiding
lengthy sentences, and making use of structuring the articles into numbered lists. The rights
and obligations are usually imposed by present (pevzetm objednanho zbo v mst
plnn podle l. 4 tto smlouvy ze strany kupujcho pechz) or less often by future
tense, dynamic verbs are often used (zavazuje se undertakes an obligation).
5.2.1.4 Lexis
Apart from the general legal terms used in various legal texts, legal English in contracts
makes use of numerous words that have an ordinary meaning and a technical meaning,
which may cause understanding problems and subsequent mistranslation. Such legal terms
frequently encountered are: consideration (its meaning discussed above), performance (the
doing of what is required by a contract), remedy (legal means whereby breach of a right is
43
prevented or redress given), conditions (fundamental terms of the contract) or warranties
(term of a lesser importance than a condition) (Cao 2007, 67-68 and Gubby 2007, 155-
167). As stated before, English contracts contain a section determining the precise meaning
of terms used in the text of the contract to ensure legal certainty. It should not be forgotten
that they are definitions by agreement (Alacaraz and Hughes 2002, 30). Naturally, each
contract may define one and the same word differently therefore it is no use for a translator
often dealing with such contracts to use the definition sections as glossaries.
Contracts are the original source of the conjoined phrases (such as: null and void),
endless lists of near-synonyms and various formulas (Whereas, provided that) which are
so typical of legalese (for examples of lists of such expressions see Asensio 2003, 96-102).
Legal terms appearing in Czech contracts do not differ from terms used in other
legal genres. Because they do not usually contain the definition section, they are full of
omnipresent references and cross-references to the individual sections or Articles (podle
lnku, v souladu s lnkem under Article, pursuant to Article, subject to Article) that
help to identify particular expressions or terms used:
3.
Prodvajc se zavazuje dodvat zbo podle l. 1 tto smlouvy vdy ve lht nejpozdji do 14-ti dn
od doruen objednvky podle l. 2 tto smlouvy. (General Purchase Agreement)
3.
The Seller undertakes to deliver goods in accordance with Article 1 hereof always at the latest within
14 days upon the delivery of order pursuant to Article 2 hereof. (Text B)
This approach aims at precision: the English contracts do this by defining the terms at the
beginning of the texts and subsequent capitalization of such defined expressions; the Czech
contracts use the references. Moreover, the terms used in Czech contracts should be in
accordance with their statutory definitions or in case there are none with their
customary (idiomatic) use.
44
7. The Experiment
To step away from the dry theory and come closer to the translational reality, I have chosen
to conduct an experiment. I have chosen two texts, one in Czech and one in English and
commissioned their translations to two translation agencies. My input research questions
are focused on the overall quality of the translations and specifically on the translational
solutions of certain problematic points, which I will describe when analyzing these texts.
Choice of Texts
I have chosen the most common type of contract to deal with: the contract of purchase. The
Czech text is a general purchase agreement (Czech: rmcov kupn smlouva), the English
text is a share purchase agreement (Czech: smlouva o koupi akci). Both these texts are real
contracts, drafted by practising lawyers. Both contain an average amount of Czech and
English legalese and they represent pieces of legal writing typical of each legal system,
especially regarding their length. Because of the scope of this thesis, the translated texts
should not be too long: the whole Czech contract could be translated, because it is only
about three pages long, whereas only sections of the 25-page long English contract could
be translated. I have chosen specific sections of this contract for the agencies to translate to
about three pages as well, including the most problematic parts. I refer to these translations
by capital letters A, B, C, and D according to the Appendices to this thesis.
Choice of Agencies
The scope of this thesis has not allowed me to address a larger number of agencies.
Therefore I have co-operated with only two of them, both of them advertising their
competence in translation of legal texts and both of them residing in Brno. These agencies
45
emphasise their co-operation with lawyers, but I have commissioned the texts to be
translated normally, i.e. not specifically translated or corrected by a lawyer. But, having
the texts translated by an agency, I do not know who in fact did the translation; therefore, I
cannot foreclose the possibility that one or more of the texts were actually translated by a
lawyer.
Points of Focus
I will analyze and compare and contrast the translational solutions of the two translations
of the same text. Generally, I will focus on three points: the overall style (level of legalese,
understandability of the TL text, syntax and some of the concrete translational solutions),
the understanding of the SL text and the translational solutions of some of the concepts.
Method
To judge the accuracy of the Czech legal style I draw from my own legal experience and
education. I have used use legal dictionaries such as Lingea Lexicon, Blackv prvnick
slovnk and TheFreeDictionary.com. For illustration, I will use the Google search engine
and the British National Corpus to judge the frequency of different translational solutions.
Hypotheses
As I commissioned the translation to agencies that advertise their competence in legal
translation, I expect the final texts to be free from significant shifts in meaning. I do not
believe that an average translator of legal texts fulfils all the requirements laid down by
Smith (1995, 181 as quoted by Cao 2007, 37; Chapter 5), especially when translating into
English, but I expect the text to be understandable and to adhere to the specific idiom of
the TL legal writing. The majority of translators working for Czech translation agencies are
46
Czech native speakers; therefore I expect the translations into Czech to be better than the
translations into English.
I expect the main problem and therefore the main point of focus of my analysis
to be the translation of some of the legal terms especially due to the conceptual (non-)
equivalence.
47
7.1 Czech into English: General Purchase Agreement Rmcov kupn
smlouva
This contract has a heading (zhlav) stating the purpose of this agreement (the title)
followed by an introductory sentence and identification of the contracting parties. The
content of this contract is structured into articles and it is concluded by the signatures of
contracting parties. This contract serves as a frame for future individual transactions
between the contracting parties. Instead of concluding a contract every time a transaction is
carried out, one contract the General Purchase Agreement provides for all the
transactions.
7.1.1 Overall Style
Although the individual translational solutions are quite similar, the tone and the feel of the
two translations differ. Text B seems, at first sight, to resemble more the typical legal
English contractual style. The use of the verb shall and the abundance of hereof point very
clearly to the English legalese (although the use of the very first hereof in Article 1 seems
to be rather confusing). The use of pursuant to (text B, articles 2, 3, 5) and under (text B,
articles 9, 13 and other) is more idiomatic that according to (text A, articles 2, 3, 9, 13)
although the meaning is almost the same that is podle l. XY. Text B uses better idiom in
Article 13 when using the phrase breach of obligation rather than the text A version fail to
fulfil his commitment, which sounds more like a phrase from religious rather than legal
writing. The introductory sentence uzaven mezi is translated in text A as entered into
between, in text B as concluded by and between. Both versions are possible and correct,
but a quick Google search reveals that the text B version is much more common.
48
Legal English avoids the use of personal pronouns that results into the repetition of
the nouns. Legal Czech uses personal pronouns freely as long as it is clear to whom they
are related. Seller and Buyer, as parties to a contract, must be referred to in English as he
not as it, as text B incorrectly does in Articles 1, 2 or 12, even though it may be clear that it
is referred to a company not to a natural person. In the translation of Article 18 which in
one sentence says what an English contract needs several paragraphs for (for example:
Article 14.15 and the testing clause of the Share Purchase Agreement) for the Czech
dno text A chose the word executed, text B given, a more accurate solution. In my view,
the word executed refers more to the actual fulfilment of the contract than to a simple fact
that the contract was agreed on and signed on a special date and in a special place.
Moreover, psemn vyhotoven under Article 18 are better translated as counterparts (text
B) than original copies in writing (text A) that may be somewhat misleading.
SL text Text A Text B

podle(lnku) according to pursuant to
under (Article)
pro ppad poruen fail to fulfil his in case of breach of Sellers
zvazku commitment obligation
uzaven mezi entered into between concluded by and between
dno executed given
psemn vyhotoven original copies in writing counterparts
7.1.2 Understanding of the Text
For an accurate translation, it is imperative for the translator to understand the text
completely. Article 1 of the contract is a Czech analogy to the English recital: it does not
establish any new right or obligation; it only states the nature of the Sellers business.
Therefore, is should not be translated by shall a word that indicated future obligation as
text B does, because it changes the meaning. Article 2 presents another translational
difficulty. It states that within the period when this General Purchase Agreement is legally
49
in force and effect, individual purchases will be made and that each purchase will be
initiated by a written order. However, it does not say this clearly. Text A makes a mistake
when formulating the sentence in a way that the goods ordered will be transferred to the
Buyer for a limited period of time, implying that after its expiration they should be
transferred back. Text B confuses the written order with the actual goods ordered; and the
translator in his/her email commentary points out that "Dorucenim jednotlive objednavky
do rukou prodavajiciho se prislusny obchod... povazuje za uzavreny". Zde by zrejme melo
byt "do rukou kupujiciho", that is by the delivery of an order to the Buyer, not the Seller is
the deal deemed closed a clear mistranslation.

2. Prodvajc se 2. The Seller undertakes 2. The Seller undertakes
zavazuje dodvat zbo to supply to the Buyer the to deliver goods in
podle l. 1 tto smlouvy goods described in Art. 1 accordance with Article 1
kupujcmu, a pevdt na hereof and to transfer to the hereof to the Buyer and to
nho vlastnick prvo Buyer the ownership title to transfer ownership rights
k tomuto zbo, a to po dobu the goods for the period concerning such goods to it
podle l. 9 tto smlouvy a ve specified in Art. 9 hereof, within the period pursuant
specifikaci a rozsahu dle with the specification and to Article 9 hereof and
jednotlivch psemnch scope of goods conforming within the specification and
objednvek kupujcho. to individual written orders extent based on the
Doruenm jednotliv of the Buyer. Upon delivery respective written orders of
objednvky do rukou of any individual order to the Buyer. By the delivery of
prodvajcho se pslun the Seller, the relevant an order to the Buyer, the
obchod v sti, tkajc se transaction is, in terms of respective deal concerning
objednanho zbo, the goods ordered, the part regarding ordered
povauje za uzaven, a to considered complete goods is deemed to be
ve znn, danm touto according to the wording of closed in the wording
objednvkou a touto the given order and this specified in the respective
rmcovou kupn smlouvou General Purchase order and this General
Agreement. Purchase Agreement.
In Article 5, the legal act of taking over the ordered goods is carried out by means of a
delivery note. Text B understood this, whereas text A is again rather confusing and
50
inaccurate, when using the phrase on the basis of and by structuring the sentence in such a
way that it makes the meaning unclear.
7.1.3 Concepts
In my analysis, I focus on and discuss only several of the concepts appearing in the texts:
vlastnick prvo, rok z prodlen, smluvn pokuta a vpov (their meaning is explained in
the analysis).
Vlastnick prvo: ownership or ownership right. There is a difference in the conceptual
perception of owning things between the continental and common-law legal thinking.
Although I believe ownership right (text B) is an acceptable translational solution, for an
English legal practitioner it is obvious that this term refers to continental legal thinking.
The English idiomatic term property is not acceptable, because the concepts of property
and vlastnick prvo do not overlap to that extent. 14 The most suitable equivalent may be
just ownership. Ownership right in this sense is a calque rather than a conceptual
equivalent, but I am convinced that a highly acceptable one. Ownership title (text A) seems
to refer more to the Czech vlastnick titul which in legal Czech means the entitlement to
own; therefore I would judge this solution as less acceptable.
rok z prodlen: a penalty provision, punishing the defaulting party by forcing him/her to
pay more than he/she was originally obliged to. Several translational solutions are at hand:
default interest, interest on late payment or punitive interest. Again, I am afraid that all of
them have their drawbacks. First of all let me note that the Czech word prodlen does not
refer only to late payment but also to late fulfilment of any other obligation and to an
inaccurate fulfilment of an obligation. In this sense, the term default may be acceptable.
Default interest used in text A although not ideal may be acceptable. A quick Google
14
Cao (2007, 55) proposes that a legal concept is three dimensional: it has linguistic, referential and
conceptual dimension. When choosing a translational solution, the concept should be equivalent or similar in
these three dimensions, although the reality proves that this may not be always possible.
search shows that the exact phrase interest on late payment (text B) cannot be found, but
there is a large number of pages containing the phrase late payment interest.
Punitive or penal interest refers almost solely to the loans; therefore I would not choose
them in the discussed situation.
Smluvn pokuta: penalty agreed on by the parties to a contract to be paid in case of the
breach of contract by the guilty party to the innocent party (contractual penalty
stipulated/liquidated damages). In Czech law this concept is mainly provided for in the
Civil Code and the Commercial Code.15 English law knows a similar concept the
stipulated, or liquidated damages. Under the U.S. law, stipulated damages is the sum
agreed by the parties to be paid, on a breach of a contract, by the party violating his
engagement to the other. Liquidated damages is monetary compensation for a loss,
detriment, or injury to a person or a person's rights or property, awarded by a court
judgment or by a contract stipulation regarding breach of contract. Smluvn pokuta can be
only stipulated in a contract, liquidated damages can be awarded by a court. Within the
continental legal English use the phrase contractual penalty (both texts A and B) came into
use. Although it is not dogmatically correct, it is an acceptable translation for this
continental concept.
Vpov: Czech law distinguishes different ways of terminating a contract. Vpov is
one of them. It refers to a legal situation when a party is entitled to announce to the other
party that he or she does not want to continue the legal relationship established by the
contract. There may or may not be a period of time between the announcement and the
actual termination of the contract. The common law does not think like that. It does not
recognize this way of discharging of contractual obligations as a separate way. This way of
ending the contract may fall under the discharge by express agreement (for individual
ways of ending a contract refer to Gubby 2007, 188-193) because the contracting parties
15
300-302 Czech Commercial Code, 544-545 Czech Civil Code
52
may agree on a notice period (e.g. one hours notice, two weeks notice), that is the period
from the announcement to the termination of the contract. In this respect, I do not agree
with the text B solution that calls it written notice of withdrawal, because withdrawal (if it
is accepted in this sense of the word) refers rather to odstoupen another specific Czech
legal concept.16 The text A solution terminated on the basis of a three months written
notice seems to be more equivalent to the fundaments of vpov.

Vlastnick prvo Ownership title Ownership right
rok z prodlen Default interest Interest on late payment
Smluvn pokuta Contractual penalty Contractual penalty
Tuto smlouvu lze tak terminated on the basis of withdrawn from by
vypovdt psemnou a three months written written notice of withdrawal
vpovd s tmsn notice with three-month notice
vpovdn lhtou period
7.1.4 Translators Vigilance
I have set a trap for the translators to see how careful and attentive they are when
translating. Article 15 refers to concrete paragraphs of Czech Commercial Code: 409
370, an obvious nonsense. Only the text B translator noticed this fact and pointed it out in
his commentary. Text A translator happily copied the original.
To sum up, text B is written in better legalese: it is obvious that the translator is acquainted
with legal idiom (being aware for example of the fact that the completion of carrying out
an obligation under a contract is called closing), the sentences are formulated in a less
confusing way, but it is not flawless (using the personal pronoun it for the contracting
parties, misunderstanding some of the sentences). It follows from the commentary attached
16
48 Czech Civil Code.
53
to the text B that the translator is thinking about what he is translating (although not always
correctly) and is not reluctant to communicate his doubts with the commissioner.
7.2 English into Czech: Share Purchase Agreement Smlouva o koupi
akci
This contract sets the rights and obligations concerning a transaction of shares. The
original text is a template drafted by an English legal practitioner; therefore, it contains
numerous parentheses and brackets signalling that there are more possible solutions to
choose from. It is rather long it amounts to 25 pages. It contains all the special features of
English contracts: a recital (beginning with whereas), definitions of terms used in the
contract, the consideration and formula closing the contract and introducing the signatures
section the testing clause.
For the purpose of this experiment I have chosen only some sections of this
template to be translated: the title and heading (with the identification of the parties),
recital, expressed agreement to sell shares, consideration, closing conditions, invalidity
clause, arbitration, governing law and submission to jurisdiction and the testing clause.
These sections were chosen with respect to problematic expressions in English legalese, to
make the translated texts more interesting and to have the opportunity to analyze and
evaluate individual translational solutions. The translation agencies got the whole text of
this Share Purchase Agreement to have the opportunity to refer especially to the definition
section of the contract.
54
7.2.1 Overall Style
Both of the translations (referred to as text C and text D) have managed to convey the
meaning of the SL text without significant shifts. The style and syntax of both of the texts
follows the original structure of English texts, which I do not see as a particularly
appropriate solution. The translation should not try to resolve linguistic or semantic
ambiguity in the text but it should be born in mind that lengthy and complicated sentences
are not typical of Czech legal style.17 In my opinion, when the SL text sentences are too
long and complicated and it is possible to divide them into a number of shorter ones
without shifting the meaning, the translator should do it. The purpose of a contract is to
communicate the subject-matter (the agreement) between the parties. The English party to
the contract may be accustomed to the lengthy and complicated English legalese, but the
Czech party most likely is not. Shortening the sentences might be a necessary step to
proper understanding of the contract. Moreover, it is much more difficult to translate a
complicated complex sentence without changing its meaning than to divide it.
Article 14.16 of the Share Purchase Agreement deals with arbitration. The article
consists of two sentences, one very long and complicated and the other one short. Neither
text C nor text D decided to split the long and complicated sentence into shorter ones. A
clue to formulating such a clause may be found in similar contracts written in Czech or
(because this clause is referring to ICC International Chamber of Commerce) to the ICC
web page (with English and Czech content). A fleeting look through the ICC web page will
show that rules of the International Chamber of Commerce are Pravidla rozhodho
zen Mezinrodn obchodn komory (text D uses the word pravidla) not d Mezinrodn
obchodn komory (text C). This clause presents another translational difficulty the Terms
of Reference. This term does not have a stable Czech equivalent and in this context it refers
17
As there are not many articles on legal Czech, this claim is based on my own experience when reading and
drafting legal texts and with reference to books and websites with contract templates. See for example Pohl,
Tom, and Petr Balabn. Vzory smluv. Praha: ASPI, 2006.
55
to the documentation describing the purpose and structure of arbitration (approx. podklady
pro veden zen). I would reject text D translation Referenn podmnky as too vague. Text
C solution rozsah psobnosti (Terms of Reference) is a clear mistranslation in this context,
although it correctly leaves the translated term in parentheses in the text. Let me offer an
alternative translational solution of Article 14.16:
Jak vyplv ze lnku 8 tto smlouvy, vechny spory vznikl z tto smlouvy nebo
v souvislosti s n, vetn sporu tkajcho se vzniku nebo platnosti tto smlouvy nebo
lnku 15.16, budou rozhodnuty s konenou platnost podle Pravidel rozhodho zen
Mezinrodn obchodn komory jednm rozhodcem jmenovanm podle tchto Pravidel.
Toto rozhod zen se bude konat v Londn, jednacm jazykem tohoto zen bude
anglitina. Pokud se prodvajc a kupujc nedohodnou jinak, sestav jmenovan rozhodce
soupis podklad, stanovujc el a strukturu veden zen (Terms of Reference) a ped jej
stranm k podpisu ve lht 21 dn od obdren spisu. Tento soupis nebude obsahovat
seznam spornch otzek k rozhodnut.
SL text Text C Text D Alternative Solution

Arbitration Rozhod zen Rozhod zen Rozhod zen
[ICC Clause] [Doloka Mezinrodn [Doloka ICC] [Doloka Mezinrodn
Subject to Clause 8 obchodn komory V souladu s lnkem 8 obchodn komory]
(Post-Closing (ICC)] (Vyrovnn po Jak vyplv ze lnku 8
Adjustments), any S vhradou bodu 8 Realizaci) plat, e tto smlouvy, vechny
dispute arising out of (pravy po dokonen jakkoli spor spory vznikl z tto
or connected with this transakce) budou vyplvajc z tto smlouvy nebo
Agreement, including veker spory Smlouvy nebo s n v souvislosti s n,
a dispute as to the vyplvajc z tto souvisejc, vetn vetn sporu tkajcho
validity or existence of smlouvy nebo s n sporu ohledn platnosti se vzniku nebo
this Agreement and/or souvisejc, vetn nebo existence tto platnosti tto smlouvy
this Clause 15.16, shall spor ohledn Smlouvy a/nebo tohoto nebo lnku 15.16,
be resolved by platnosti nebo bodu 15.16, bude budou rozhodnuty
arbitration in London existence tto smlouvy vyeen s konenou platnost
conducted in English a/nebo tohoto bodu prostednictvm podle Pravidel
by a single arbitrator 15.16, vyeeny rozhodho zen rozhodho zen
pursuant to the rules v rozhodm zen provedenho Mezinrodn
of the International v Londn, kter bude v Londn v anglickm obchodn komory
Chamber of vedeno v anglickm jazyce jedinm jednm rozhodcem
Commerce, save that, jazyce, a to jednm rozhodcem podle jmenovanm podle
unless the Seller and rozhodcem dle du pravidel Mezinrodn tchto Pravidel. Toto
the Purchaser agree Mezinrodn obchodn komory rozhod zen se bude
otherwise, the obchodn komory, (ICC), piem plat, konat v Londn,
arbitrator shall draw krom toho, e pokud e nedohodnou-li se jednacm jazykem
up, and submit to them se prodvajc a Prodvajc a Kupujc tohoto zen bude
for signature, the kupujc nedohodnou jinak, rozhodce sepe a anglitina. Pokud se
56
Terms of Reference jinak, rozhodce do 21 pedlo jim k podpisu prodvajc a kupujc
within 21 days of dn od obdren spisu Referenn podmnky nedohodnou jinak,
receiving the file. The zpracuje a pedlo jim do 21 dn od obdren sestav jmenovan
Terms of Reference k podpisu tzv. rozsah spisu. Referenn rozhodce soupis
shall not include a list psobnosti (Terms of podmnky nezahrnuj podklad, stanovujc
of issues to be Reference). Tento seznam otzek, o el a strukturu
determined. rozsah psobnosti kterch se m veden zen (Terms
nebude obsahovat rozhodnout. of Reference) a ped
soupis zleitost, jej stranm k podpisu
kter je nutn ve lht 21 dn od
rozhodnout. obdren spisu. Tento
soupis nebude
obsahovat seznam
spornch otzek
k rozhodnut.
Another disputable translational problem is the capitalization of certain terms: the SL text
capitalizes those words that are explained and defined in the definition section of the
contract. Czech does not capitalize such terms. Text D chose to capitalize, text C did not.
Let me now shortly comment on some of the other problematic points:
The title: Text C solution Smlouva o koupi akci is more idiomatic in legal Czech than text
D Smlouva o nkupu akci.18
Recital: Both translations chose the same solution for translating whereas vzhledem k
tomu, e but differ in the formulation: text D seems to sound more fluent, text C translation
is more literal.
Subject to: This phrase, very often used in contracts and legislation, has different
meanings. In this context it serves to create a link between individual provisions of the said
contract or law. The phrase subject to Article XY means: with respect to whatever has been
said/stipulated in Article XY. Text C translates it as s vhradou which is one of the
meanings of the discussed phrase, but in Czech it means rather under reservation and
that is not what this subject to is supposed to mean. Legal Czech uses in such situation the
18
See for example 156 Czech Commercial Code: Pro postup pi uzavrn smlouvy o koupi akci plat
pimen ustanoven 186a odst. 6.
57
phrase v souladu (text D), the meaning of which encompasses the abovementioned
definition of subject to.
Testing Clause In witness whereof this Agreement has been duly executed: English
contracts are structured and formed as one very long sentence of a kind: Whereas It is
agreed as follows In witness whereof this Agreement has been executed/signed. The
testing clause introduces the signature lines. Czech functional (not semantic) equivalent of
this is Dno v Brn dne 1.1. 2000. I believe text D solution Na dkaz toho tuto Smlouvu
jej strany dn podepsaly is slightly better than text C solution Na dkaz toho byla dn
vyhotovena tato smlouva.
SL text Text C Text D

Share Purchase Agreement Smlouva o koupi akci Smlouva o nkupu akci
In witness whereof this Na dkaz toho byla dn Na dkaz toho tuto
Agreement has been duly vyhotovena tato smlouva. Smlouvu jej strany dn
executed. podepsaly.
7.2.2 Understanding of the Text
Both the texts make a mistake in understanding of the text at the beginning of the SL text:
[ ] a company incorporated in [ ] whose registered office is at
[ ] (the Seller);
Being incorporated in a specific country means to be incorporated within a specific legal
system. The Czech idiom for this situation is based on the latter definition zaloen
podle XY prva, not zaloen v, as in text A as well as text B.
7.2.3 Concepts
Shares: the first translational problem in the Share Purchase Agreement is the term shares.
It may mean both podly (shares) and akcie (stock); in British English the word shares
means and very often replaces the word stock. The translator may choose any of the
58
solutions, but he or she should keep the terminology throughout the text. Text D titles the
contract as Smlouva o nkupu akci but continues to use the word podl further in the
text.
Consideration: an indispensable part of any contract; the bargain. The closest Czech
equivalent is vzjemn plnn or protiplnn (text D, Article 3). Text C chose to deal with it
differently, translating consideration at one point as hrada (Article 3), at the other as cena
(Article 3.2). Although it is not accurate, it manages to keep the meaning of the SL text.
Closing: A concluding action, completion of a transaction. Czech contract writing does not
explicitly recognize the moment of closing of a transaction, whereas the English usage
devotes a specially titled part of a contract to it, stating closing conditions. Text C tries to
translate the core meaning of closing by dokonen transakce (completion of transaction).
This solution is acceptable when it stands on its own. In some of the phrases like Closing
amount or Payment on Closing the translations Cena za dokonen transakce (text C,
Article 3.3.1) and hrada za dokonen transakce (text C, Article 6.3) are not very clearly
understandable. Text D tries to keep the one-word capitalized expression, apparently aware
of reference to the definition section and translates Closing as Realizace. This solution
might be plausible, given there was a proper explanation of this term in the definition
section. I think that in Czech, the word realizace does not refer to one point in time but to a
period of time; whereas Closing in the sense of completion of the transaction and with
reference to Article 6.1 of the Share Purchase Agreement stating time, place and date of the
Closing refers more to one point in time. Nevertheless, this solution has an undeniable
advantage of being simple, easily turn-able into an adjective (as in Realizan stka
Article 3.3.1) and not creating much confusion.
SL text Text C Text D

shares akcie akcie/podly
59
consideration hrada/cena protiplnn
closing dokonen transakce Realizace
To sum up, the translations do convey the basic meaning of the SL text, but in general, they
are rather clumsy, especially when it comes to translating complex sentences (Articles
14.14, 14.16). Text C is short of idiomatic expressions in Czech: it confuses for example
uhradit stku and provst platbu into uhradit platbu (3.2), sticks to literal translation too
often, sometimes resulting in strange expressions like vmazy for deletion (14.14);19 it is
not careful about the shifts of meaning as in Article 6.3 (it makes the payment on closing
sound like a payment given for the completion of the contract). On the other hand, text C
sometimes seems to be more aware of the Czech functional sentence perspective and does
not incorrectly follow the structure of the English sentence (2.1.3).
Text D seems to be more fluent, but it still follows the long and complex sentences,
which result in the confusion of the reader. Sometimes, it does not properly follow the
future tense (shall), which again results in clumsiness. Although in general, text D seems to
be a better translation than text C, sometimes it looks like the translator did not proofread
the text; otherwise there would not be the strange word constructions such as Prodvajc a
kupujc se oba neodvolateln podizuj nevhradn pravomoci soud v XY na podporu a
na pomoc rozhodmu zen (Each of the Seller and the Purchaser irrevocably submits
to the non-exclusive jurisdiction of the courts of the [arbitration seat] to support and assist
the arbitration process, Article 14.17.2);20 or mistakes as in Article 6.3 when in one
article the phrase on closing is translated by pi realizaci and po realizaci.
19
Vmaz is an expression known to legal Czech, but it has a specific meaning. For closer explanation please
refer to zkon o katastru nemovitost land registry act.
20
My own translational solution of this fragment is: Kad kupujc a prodvajc se tmto neodvolateln
podizuje nevhradn jurisdikci mstn pslunho soudu v XY ppad, e bude nutn jakkoli pispt
k plynulmu prbhu rozhodho zen
60
7.3 Assessment
Texts A and C have been provided by one translation agency (hereinafter referred to as
TA1), texts B and D by another (TA2). TA1 is a general translation agency, advertising to
be able to translate into more than fifty languages and within more than eighty subject
fields. TA2 on the other hand advertises specialized legal translation, co-operation with
lawyers, sworn translators and expert witnesses. I do not know whether the texts have been
translated by the same person within a translation agency or by different translators. From
the conversations I had in both the agencies follows that they want their translators to
translate the SL text literally. The translators are not supposed to adjust the texts in any
way (apparently even shortening the sentences is considered an improper translation).
It is true that due to the normative nature of legal texts, the translation should be as
accurate as possible. I do not believe that accuracy means literal translation without respect
to commonly used TL expressions. This approach makes it clear why for example Czech
translators of international legal instruments to be adapted into Czech legislation
sometimes create such crazy expressions: the translators translate what they see but they do
not respect the common TL idiom. (Un)Fortunately, it is not up to the translator to invent
new legal terms. He/she should be aware of the already existing TL legal terms and
phrasing and stick to them.
In general, the translations by TA2 use better legal idiom, both in Czech and
English. Unfortunately, the English-Czech translations seem to be rather carelessly done.
TA1 translations sound less professional in a way, although they offer more
comprehensible sentence structures at some points or more accurate translational solutions.
Contrary to my hypothesis, the main problems in the translations are not
conceptual. The translators seem to be aware of the majority of concepts, but they show
uncertainty in using proper TL legal idiom in formulation. The English-into-Czech
61
translations are not significantly better than the Czech-into-English ones: they seem to be
on the same level as regards to the accuracy of the TL idiom and formulations.
From the point of view of Smiths three basic requirements (1995, 181 as quoted by
Cao 2007, 37; Chapter 5) none of the texts seem to point at a truly competent translator.
The translators seem to be best as far as terminology is concerned, but as I have already
pointed out, they are rather clumsy when it comes to a specific legal writing style. The
knowledge of the basics of the legal systems in question cannot be judged adequately from
the TL texts only.
62
8. Conclusion
This thesis dealt with the problems of legal language and the translation of legal texts. In
its theoretical part (Chapters 2 5) I focused on the problems of legal language and its
differences from the language of ordinary use, the stylistic features of legal Czech and
legal English and on the difficulties in the translation of legal texts.
Legal language is a system- and culture-bound language. Its special style, lexis and
syntactic structure depend on the society in question and its legal thinking. Each legal
system has its own perception of legal reality, which results in different legal concepts.
The language of law overlaps to a certain extent with the language of ordinary use.
Although the legal language uses field-specific terms that are not used outside the legal
environment, it uses a vast amount of words in their ordinary meaning and a number of
polysemous words that acquire a specialized legal meaning beside their ordinary meaning.
Legal English is a language of long tradition. Apart from English words, many legal
terms originate in Anglo-Saxon, French and/or Latin. The original magical nature of law
can be still traced in the contemporary legal writing: the sentences are long and complex;
many expressions are doubled or tripled by near-synonyms, often alliterated. Despite the
efforts of the Plain English Movement, many legal texts still contain old-fashioned
expressions and their syntax is improperly punctuated.
Legal Czech, in contrast to legal English, is rather simple. Even though it uses long
and complex sentences as well, their complexity usually does not match the complexity of
the legal English legal sentence. Knapp (1995, 126, as quoted in Chapter 4) argues that
people generally do understand the text of a legal norm. What they may not understand
when reading a law or a contract are and should be issues connected to law, not to
language.
63
Translation of legal texts involves numerous systemic and cultural components.
They influence the understanding of concepts behind the terms. The difference between
Civil Law and Common Law may result in misunderstandings and subsequent
mistranslations. The search for suitable equivalents is very time-consuming. Before the
choice of a translational solution, it is necessary to understand the actual purpose of the SL
text as well as the TL text.
Legal texts are produced to bear some real-life consequences. In contrast to other
types of LSP translation, the translator should not only be competent in the relevant
terminology: he or she should have a deeper insight into the legal systems of both the SL
and TL. I agree completely with Smith (1995, 181 as quoted by Cao 2007, 37; Chapter 5)
that the translator should have basic knowledge of the legal systems, knowledge of the
relevant terminology and be competent in the TL specific writing style.
In the practical part of this thesis, I focused solely on one sub-genre of legal
writing: contracts. Contracts legally enforceable agreements form a considerable part
of everyday life. A significant part of legal relationships is carried out by means of
contracts private regulations within a given legal context. In Chapter 6 I discussed the
nature of contracts within law and the language of contracts. The language of contracts was
analyzed with respect to the common layout of a contract, its syntax and terminology used.
Special sections of English contracts were dealt with, concrete examples from contracts
were given.
The experiment focused on two contracts, one written in Czech, one in English, and
their translations into the respective languages. The translations were commissioned to two
translation agencies, both advertising their competence in legal translation. The original
texts were chosen to represent a common type of contract the contract of purchase. The
translations were analyzed from several perspectives: the overall style (including syntax,
64
the understandability of the TL text and analysis of several translational solutions), the
understanding of the SL text and the translation of concepts. Because of the scope of this
thesis, I could not deal with every single problematic nuance arising in the translations.
Therefore I have commented on only some of the translational solutions (usually those
when one or both of the texts did not provide an accurate translation) and I have chosen
only several concepts to analyze. In general, it must be said that all the translations were
rather clumsy. Although there were correct or highly acceptable translations of individual
concepts or phrases, the overall style was not TL idiomatic and sometimes it was
inconsistent; with regard to some of the texts even careless.
Speaking from my own experience, these findings are not surprising. To be truly
competent in any TL legal writing style implies a real experience in the legal domain. I do
not claim that lawyers would make the best translators, but I believe that Smiths three
basic requirements are the necessary minimum for any person translating legal texts for a
living.
65
9. Works Cited
Primary Sources:
Rmcov kupn smlouva:
1. the original
2. translation text A
3. translation text B
Share Purchase Agreement
1. the original
2. translation text C
3. translation text D
Secondary Sources:
Alcaraz, Enrique, and Brian Hughes. Legal Translation Explained. Manchester: St. Jerome,
2002.
Asensio, Roberto M. Translating Legal Documents. Manchester: St. Jerome, 2003.
Baker, Mona. In Other Words: A Coursebook on Translation. London: Routledge, 1992.
Biel, Lucja. Legal Terminology in Translation Practice: Dictionaries, Googling or
Discussion Forums? SKASE Journal of Translation and Interpretation online. 2008, vol.
3, no. 1 <http://www.skase.sk/Volumes/JTI03/pdf_doc/3.pdf>.
Black, Henry Cambell. Blackv prvnick slovnk. Praha: Victoria Publishing, 1993.
Cao, Deborah. Translating Law. Clevedon: Multilingual Matters, 2007.
Calleros, Charles R. Legal Method and Writing. New York: Aspen Publishers, 2006.
66
Chrom, Marta. Anglicko-esk prvnick slovnk. Praha: Leda, 1997.
Chrom, Marta. esko-anglick prvnick slovnk s vysvtlivkami. Praha: Leda, 2001.
Counter, Kenneth. The Framework and Functions of English Law. Oxford: Pergamon
Press, 1968.
David, Ren, and J. E. C. Brierley. Major Legal Systems in the World Today. An
Introduction to the Comparative Study of Law. London: Stevens & Sons, 1978.
Day, Jeremy. International Legal English: a Course for Classroom or Self-study Use:
Teacher's Book. Cambridge: Cambridge University Press, 2006.
Gubby, Helen. English Legal Terminology: Legal Concepts in Language. Hague: Boom
Juridische uitgevers, 2007.
Hladi, Frantiek. Prvn jazyk z hlediska souasnch diskus o spisovn etin.
Publikan innost pracovnk Univerzity Palackho; OBD - Public. 27 December 2008.
<http://publib.upol.cz/~obd/fulltext/iuridic1/iuridic1-07.pdf>.
Hill, Blaire A., and Christopher King. How Do German Contracts do Ax Much With
Fewer Words? Chicago Kent Review, Issue 3, 2004, p. 889 926.
International Chamber of Commerce. 1 April, 2009.
<http://www.iccwbo.org/court/arbitration/id4199/index.html>.
Knapp, Viktor. Prvn pojmy a prvn terminologie. In Sttn sprva: Bulletin stavu sttn
sprvy 4, 1978, p. 5 67.
Knapp, Viktor. Prvo a informace. Praha: Academia, 1988.
Knapp, Viktor. Teorie prva. Praha: C. H. Beck, 1995.
Khn, Zdenk, Michal Bobek, and Radim Polk (eds.). Judikatura a prvn argumentace.
Teoretick a praktick aspekty prce s judikaturou. Praha: Auditorium, 2006.
67
Language of Legal Documents. Katedra anglistiky a amerikanistiky Filozofick fakulty
univerzity Palackho v Olomouci. 1 February, 2009. <http://www.anglistika.upol.cz/Legal
%20 Style.pdf>.
Lingea Lexicon
Mellinkoff, David. The Language of the Law. Oregon: Resource Publications, 1963.
Newmark, Peter. About Translation. Clevedon: Multilingual Matters, 1991.
Pohl, Tom, and Petr Balabn. Vzory smluv. Praha: ASPI, 2006.
Shuy, Roger W. Linguistics in the Courtroom. A Practical Guide. Oxford: Oxford
University Press, 2006.
TheFreeDictionary. 13 April, 2009. <http://www.thefreedictionary.com>.
Tiersma, Peter M. Legal Language. Chicago and London: The University of Chicago
Press, 1999.
Tomek, Michal. Peklad v prvn praxi. Praha: Linde, 2003.
Vachek, Josef. Chapters from Modern English Lexicology and Stylistics. Praha: Sttn
pedagogick nakladatelstv, 1974.
Weinberger, Ota. Norma a instituce. Brno: Masarykova univerzita, 1995.
Zweigert, K., Ktz, H. An Introduction to Comparative Law [T. Weir transl.]. Oxford:
Claredon Press, 1998.
Legal Sources:
Act No. 40/1964 Coll. Civil Code, as amended.
Act No. 513/1991 Coll. Commercial Code, as amended.
Act No. 140/1961 Coll. Criminal Code, as amended.
68
69
10. Appendices
10.1. Rmcov kupn smlouva
Rmcov kupn smlouva

__________________
uzaven mezi
1/ spolenost
jako prodvajcm / dle jen prodvajc /, a
2/ spolenost
jako kupujcm / dle jen kupujc /.
1.
Prodvajc je oprvnn na zklad svho ivnostenskho oprvnn

obchodovat se zbom v podob logopedickch pomcek, jejich pehled s daji o
jejich jednotkovch cench je uveden v cenku prodvajcho, kter je jako ploha
. 1 nedlnou soust tto smlouvy.
2.
Prodvajc se zavazuje dodvat zbo podle l. 1 tto smlouvy kupujcmu, a

pevdt na nho vlastnick prvo k tomuto zbo, a to po dobu podle l. 9 tto
smlouvy a ve specifikaci a rozsahu dle jednotlivch psemnch objednvek
kupujcho. Doruenm jednotliv objednvky do rukou prodvajcho se pslun
obchod v sti, tkajc se objednanho zbo, povauje za uzaven, a to ve znn,
danm touto objednvkou a touto rmcovou kupn smlouvou.
3.
Prodvajc se zavazuje dodvat zbo podle l. 1 tto smlouvy vdy ve lht

nejpozdji do 14-ti dn od doruen objednvky podle l. 2 tto smlouvy.
70
4.
Nebude-li mezi obma stranami v jednotlivm ppad dohodnuto jinak,

zavazuje se prodvajc umonit kupujcmu pevzet objednanho zbo v sdle
kupujcho podle zhlav tto smlouvy, kter je mstem splnn tto smlouvy.
5.
Kupujc se zavazuje pevzt objednan zbo podle l. 1 tto smlouvy ve lht

a mst podle tto smlouvy, a to formou psemnho potvrzen / dodacho listu /.
6.
Pevzetm objednanho zbo v mst plnn podle l. 4 tto smlouvy ze strany

kupujcho pechz na kupujcho nebezpe kody na zbo a vlastnick prvo
k tomuto zbo.
7.
Pro ppad prodlen s dodvkou zbo ve lht podle ust. l. 3 tto smlouvy se
prodvajc zavazuje zaplatit kupujcmu smluvn pokutu ve vi 0,05 % z ceny
pslun dodvky za kad zapoat den prodlen.
8.
Kupujc se zavazuje zaplatit prodvajcmu za zbo podle l. 1 tto smlouvy

kupn cenu ve vi dle plohy . 1 k tto smlouv.
9.
Nebude-li mezi obma stranami v jednotlivm ppad dohodnuto jinak, je

kupn cena podle l. 8 tto smlouvy splatn po pevzet objednanho zbo
kupujcm , a to ve lht do 14-ti dn ode dne doruen jejho psemnho vytovn
/ faktury /.
10.
71
Pro ppad prodlen se zaplacenm kupn ceny ve lht podle l. 9 tto smlouvy
se kupujc zavazuje platit prodvajcmu rok z prodlen ve vi 0,05 % z dlun
stky za kad zapoat den prodlen.
11.
Prodvajc poskytuje kupujcmu zruku za jakost objednanho zbo podle l.

1 tto smlouvy, a to po dobu 24 msc od jeho dodn.
12.
Prodvajc zaruuje kupujcmu prvo vhradnho odbru zbo podle l. 1

tto smlouvy / tzv. exkluzivitu / pro vnitn trh esk republiky a Slovensk
republiky. Za tmto elem se prodvajc zavazuje zdret se pmho prodeje
svho zbo podle l. 1 tto smlouvy jinm zjemcm o toto zbo se sdlem nebo
bydlitm na zem oznaench zem.
13.
Pro ppad poruen zvazku prodvajcho podle l. 12 tto smlouvy se

prodvajc zavazuje zaplatit kupujcmu smluvn pokutu ve vi 100 000,-K za
kad zjitn ppad takovho poruen.
14.
Tato smlouva se uzavr na dobu jednoho roku ode dne jej platnosti.
15.
Nen-li touto smlouvou ujednno jinak, d se vzjemn prvn vztah mezi

prodvajcm a kupujcm prvn dem esk republiky a to zejmna ust. par. 409
a 370 obchodnho zkonku. Pro ppad sporu mezi obma stranami o plnn
vyplvajc z tto smlouvy se sjednv psobnost obecnch soud esk republiky.
16.
Tuto smlouvu lze zmnit nebo zruit pouze jinou psemnou dohodou obou
smluvnch stran. Tuto smlouvu lze tak vypovdt psemnou vpovd s tmsn
vpovdn lhtou, kter pone bet prvnm dnem msce nsledujcho po doruen
vpovdi druh smluvn stran.
72
17.
. Tato smlouva nabv platnosti a innosti dnem jejho uzaven.
18.
Dno v Brn dne 1.10.2008 ve dvou originlnch psemnch vyhotovench,

z nich kad ze smluvnch stran obdr po jednom.

prodvajc kupujc
73
10.2 Text A
General Purchase Agreement

__________________
entered into between
1/ company
as the Seller / hereinafter referred to as the Seller /, and
2/ company
as the Buyer / hereinafter referred to as the Buyer /
1.
The Seller is authorized, on the basis of his trade licence, to market goods
speech aids, the overview of which, stating their unit prices, is included in the
Sellers price list, which forms an integral part of this Agreement as Annex no. 1.
2.
The Seller undertakes to supply to the Buyer the goods described in Art. 1
hereof and to transfer to the Buyer the ownership title to the goods for the period
specified in Art. 9 hereof, with the specification and scope of goods conforming to
individual written orders of the Buyer. Upon delivery of any individual order to the
Seller, the relevant transaction is, in terms of the goods ordered, considered
complete according to the wording of the given order and this General Purchase
Agreement.
3.
The Seller undertakes in any case to supply the goods described in Art. 1
hereof no later than within 14 days of delivery of the order according to Art. 2
hereof.
4.
74
Unless the parties agree otherwise in any individual case, the Seller
undertakes to make it possible for the Buyer to take over the ordered goods at the
registered office of the Buyer stated in the heading of this Agreement, which is the
place of performance of this Agreement.
5.
The Buyer undertakes to take over the ordered goods described in Art. 1
hereof within the period and at the place stipulated in this Agreement on the basis of
a written confirmation / delivery note /.
6.
Upon takeover by the Buyer of the ordered goods at the place of performance
stated in Art. 4 hereof, the risk of damage to the goods and the ownership title to the
goods pass to the Buyer.
7.
Should the Seller fail to deliver the goods within the period stipulated in Art.
3 hereof, he undertakes to pay to the Buyer a contractual penalty in the amount of
0.05 % of the price of the relevant delivery for each commenced day of delay.
8.
The Buyer undertakes to pay to the Seller the purchase price of the goods
described in Art. 1 hereof in the amount specified in Annex no. 1 to this Agreement.
9.
Unless the parties agree otherwise in any individual case, the purchase price
according to Art. 8 hereof is due after the takeover of the ordered goods by the
Buyer within 14 days of delivery of a written bill stating the purchase price due /
invoice /.
10.
Should the Buyer fail to pay the purchase price within the period stipulated in
Art. 9 hereof, he undertakes to pay default interest to the Seller in the amount of
0.05 % of the outstanding amount for each commenced day of delay.
75
11.
The Seller guarantees the quality of the ordered goods described in Art. 1
hereof for 24 months of their delivery.
12.
The Seller guarantees that the Buyer will have an exclusive right to purchase
the goods described in Art. 1 hereof / so-called exclusivity / for the domestic market
of the Czech Republic and Slovak Republic. For this purpose, the Seller undertakes
to refrain from direct selling of his goods described in Art. 1 hereof to other
prospective customers with the registered office or place of residence in the territory
of the above-mentioned countries.
13.
Should the Seller fail to fulfil his commitment according to Art. 12 hereof, he
undertakes to pay to the Buyer a contractual penalty in the amount of CZK 100,000
in each established case of such non-fulfilment.
14.
This Agreement is concluded for a period of one year starting from its
effective date.
15.
Unless otherwise stipulated in this Agreement, mutual legal relationship

between the Seller and the Buyer shall be governed by Czech law, in particular by
Sections 409 370 of the Commercial Code. Should a dispute arise between the
parties concerning performance under this Agreement, the parties consent to the
jurisdiction of the ordinary courts of the Czech Republic.
16.
This Agreement may only be modified or cancelled on the basis of a separate

written agreement of both contracting parties. This Agreement may also be
terminated on the basis of a three months written notice with the notice period
commencing on the first day of the month following delivery of the notice to the
other contracting party.
76
17.
This Agreement comes into force and effect on the day of its conclusion.
18.
Executed in Brno on 1st October 2008 in two original copies in writing of

which each contracting party obtains one.

the Seller the Buyer
77
10.3 Text B
General Purchase Agreement

__________________
concluded by and between
1/ .....................
as the Seller / hereinafter referred to as the Seller / and
2/ .....................
as the Buyer / hereinafter referred to as the Buyer /.
1.
On the basis of its business license, the Seller shall be entitled to trade in
goods in the form of speech therapy devices, the list of which including data on unit
prices is stated in Sellers price list, which forms an integral part hereof as Annex
No. 1.
2.
The Seller undertakes to deliver goods in accordance with Article 1 hereof to the
Buyer and to transfer ownership rights concerning such goods to it within the period
pursuant to Article 9 hereof and within the specification and extent based on the
respective written orders of the Buyer. By the delivery of an order to the Buyer, the
respective deal concerning the part regarding ordered goods is deemed to be closed
in the wording specified in the respective order and this General Purchase
Agreement.
3.
The Seller undertakes to deliver goods in accordance with Article 1 hereof

always at the latest within 14 days upon the delivery of order pursuant to Article 2
hereof.
78
4.
Unless agreed otherwise by both contracting parties in individual cases, the

Seller undertakes to allow the Buyer to take over the ordered goods at Buyers
registered office specified in the heading hereof, which shall be the place of
fulfillment hereof.
5.
The Buyer undertakes to take over ordered goods under Article 1 hereof within
the period and at the place pursuant to this Agreement by means of a written
certificate / delivery note /.
6.
By the takeover of ordered goods at the place of fulfillment hereof under Article
4 hereof on the part of the Buyer, the risk of damage to goods and ownership rights
to goods shall be passed to the Buyer.
7.
In case of delay with delivery of goods within the period under provision Article
3 hereof, the Seller undertakes to pay to the Buyer a contractual penalty amounting
to 0.05% of the price of the respective delivery for each commenced day of delay.
8.
The Buyer undertakes to pay to the Seller a purchase price for the goods under
Article 1 hereof in the amount based on Annex No. 1 hereto.
9.
Unless agreed otherwise by both parties in individual cases, the purchase price
under Article 8 hereof shall be payable upon the takeover of ordered goods by the
Buyer within the period of 14 days upon the day of delivery of its written
billing / invoice /.
10.
79
In case of delay with payment of the purchase price within the period under
Article 9 hereof, the Buyer undertakes to pay to the Seller an interest on late
payment amounting to 0.05% of the due amount for each commenced day of delay.
11.
The Seller shall provide the Buyer with a guarantee for the quality of ordered
goods under Article 1 hereof for the period of 24 months from the day of delivery.
12.
The Seller guarantees the Buyer the right of exclusive purchase of goods under
Article 1 hereof / so-called exclusivity / within the internal market in the territory
of the Czech and Slovak Republic. For such purposes, the Seller undertakes to
refrain from direct sale of its goods under Article 1 hereof to other parties interested
in such goods with the registered office or address in the territory specified above.
13.
In case of breach of Sellers obligation under Article 12 hereof, the Seller

undertakes to pay a contractual penalty amounting to CZK 100,000 to the Buyer for
each observed case of such breach.
14.
This Agreement has been concluded for a period of one year from the day it
comes into force.
15.
Unless agreed otherwise herein, legal relations between the Seller and the Buyer
shall be governed by the laws of the Czech Republic, in particular by provisions par.
409 up to 470 of the Commercial Code. Should a dispute arise between both parties
concerning the fulfillment arising herefrom, the jurisdiction of the courts of the
Czech Republic shall be stipulated.
16.
This Agreement may be modified or cancelled only by written agreement of

both contracting parties. This Agreement may be also withdrawn from by written
notice of withdrawal with three-month notice period, which shall start on the first
day of the month following the delivery to the other contracting party.
80
17.
This Agreement shall come into force and effect on the date of its conclusion.
18.
Given in Brno on 1 October 2008 in two original written counterparts, of which

each contracting party shall receive one copy.
Seller Buyer
81
10.4 Share Purchase Agreement
Parts to be translated are highlighted.
82
Dated
SELLER
and
PURCHASER
SHARE PURCHASE AGREEMENT

relating to the sale and purchase of the whole of the issued share capital of [ ]
83
Share Purchase Agreement
This Agreement is made on 200
between:
(1) [ ] a company incorporated in [ ] whose registered office is at

[ ] (the Seller); and
(2) [ ] a company incorporated in [ ] whose registered office is at

[ ] (the Purchaser).
Whereas:
(A) The Seller has agreed to sell the Shares (as defined below) and to assume the obligations
imposed on the Seller under this Agreement;
(B) The Purchaser has agreed to purchase the Shares and to assume the obligations imposed
on the Purchaser under this Agreement;
(C) [Insert other recitals as appropriate].
It is agreed as follows:
1 Interpretation
In this Agreement, unless the context otherwise requires, the provisions in this Clause 1
apply:
1.1 Definitions
Accounts means the audited consolidated accounts of the Group [and the [audited]
accounts of the Group Companies] for the twelve month period ended on the Accounts
Date;
Accounts Date means [ ];
Agreed Terms means, in relation to a document, such document in the terms agreed
between the Seller and the Purchaser and signed for identification by the Purchaser[s
Lawyers] and the Seller[s Lawyers] [with such alterations as may be agreed in writing
between the Seller and the Purchaser from time to time];
Business Day means a day which is not a Saturday, a Sunday or a public holiday in
England;
Closing means the completion of the sale of the Shares pursuant to Clauses 6.1, 6.2 and
6.3 of this Agreement;
Closing Amount has the meaning given in Clause 3.1.1;
Closing Date means the date on which Closing takes place;
Company means Limited, details of which are set out in Schedule 1;
Confidentiality Agreement means the confidentiality agreement dated 200

between [ ] and [ ] pursuant to which the Seller made available to the
Purchaser certain confidential information relating to the Group;
Consultancy Agreement means an agreement other than a contract of employment with
a Group Company, pursuant to which an individual provides services in relation to the
business of any Group Company;
Consultant means an individual providing services to a Group Company pursuant to a

Consultancy Agreement on an annual fee (on the basis of a full time consultancy) in excess
of [ ] or local equivalent;
[Data Room means the data room containing documents and information relating to the
Group made available by the Seller at [ ], the contents of which are listed in
[Appendix to the Disclosure Letter];]
Disclosure Letter means the letter dated on the same date as this Agreement from the
Seller[s Lawyers] to the Purchaser[s Lawyers] disclosing:
(i) information constituting exceptions to the Sellers Warranties; and
(ii) details of other matters referred to in this Agreement;
Draft Net Asset Statement has the meaning given to it in Clause 8.1;
Encumbrance means any claim, charge, mortgage, lien, option, equity, power of sale,
hypothecation, retention of title, right of pre-emption, right of first refusal or other third party
right or security interest of any kind or an agreement, arrangement or obligation to create
any of the foregoing;
Environment and Environmental Law have the meanings given to them in paragraph
9.1 of Schedule 7;
[Environment Indemnity means the indemnity relating to the Environment in the Agreed
Terms;]
Estimated Net Assets means ;
Group means the Group Companies, taken as a whole;
Group Companies means the Company and the Subsidiaries and Group Company
means any one of them;
Group Insurance Policies means all insurance policies held exclusively for the benefit of
the Group Companies and Group Insurance Policy means any one of them;
Hazardous Substances has the meaning given to it in paragraph 9.1 of Schedule 7;
HMRC means Her Majestys Revenue and Customs;
ICTA 1988 means Income and Corporation Taxes Act 1988;
Intellectual Property means trade marks, service marks, trade names, domain names,
logos, get-up, patents, inventions, registered and unregistered design rights, copyrights,
semi-conductor topography rights, database rights and all other similar rights in any part of
the world (including Know-how) including, where such rights are obtained or enhanced by
registration, any registration of such rights and applications and rights to apply for such
registrations;
Know-how means confidential [and proprietary] industrial and commercial information

and techniques in any form including (without limitation) drawings, formulae, test results,
reports, project reports and testing procedures, instruction and training manuals, tables of
operating conditions, market forecasts, lists and particulars of customers and suppliers;
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Losses means all losses, liabilities, costs (including without limitation legal costs and
experts and consultants fees), charges, expenses, actions, proceedings, claims and
demands;
Management Accounts means the unaudited management accounts relating to each

Group Company and to the Group drawn up to [Date] (the Relevant Management
Accounts Date);
Net Asset Adjustment means the amount by which the Net Assets exceed the Estimated
Net Assets, payable pursuant to Clause 8.3.1(ii) (such amount being expressed as a
positive figure) or the amount by which the Net Assets are less than the Estimated Net
Assets, payable pursuant to Clause 8.3.1(i) (such amount being expressed as a negative
figure);
Net Assets means the amount of the net assets of the Group as set out in the Net Asset
Statement;
Net Asset Statement means the statement to be prepared by the Purchaser in

accordance with Clause 8 and Schedule 6;
[Official List means the official list maintained by the UK Listing Authority;]
Properties means the properties set out in Parts 1 and 2 of Schedule 2 and Property
means any one of them;
Purchasers Group means the Purchaser and its [subsidiaries] [subsidiary undertakings]
from time to time;
Purchasers Lawyers means Linklaters LLP of One Silk Street, London EC2Y 8HQ;
Purchasers Relief shall have the meaning given in the Tax Indemnity;
Relevant Employees means those employees of the Group Companies who are
immediately prior to Closing employed in the Group [(other than any specifically excluded
by agreement with the Purchaser)] and Relevant Employee means any one of them;
Relief shall have the meaning given in the Tax Indemnity;
Reporting Accountants means [ ] [or, if that firm is unable or unwilling to act

in any matter referred to them under this Agreement, a firm of [Chartered Accountants] to
be agreed by the Seller and the Purchaser within seven days of a notice by one to the other
requiring such agreement or failing such agreement to be nominated on the application of
either of them by or on behalf of the President for the time being of the Institute of
Chartered Accountants in England and Wales];
Seller Insurance Policies means all insurance policies (whether under policies
maintained with third party insurers or any member of the Sellers Group), other than Group
Insurance Policies, maintained by the Seller under which, immediately prior to the Closing
Date, any Group Company is entitled to any benefit, and Seller Insurance Policy means
any one of them;
SDLT means Stamp Duty Land Tax;
Sellers Group means the Seller and its [subsidiaries] [subsidiary undertakings] from time
to time;
Sellers Lawyers means [ ] of [ ];
86
Sellers Pension Scheme means the pension scheme[s] of the [Company] [Group
Companies] in force at the date of this Agreement;
Sellers Warranties means the warranties and representations given by the Seller
pursuant to Clause 9 and Schedule 7 and Sellers Warranty means any one of them;
Senior Employee means any employee employed or engaged in relation to the Group on
a base annual salary (on the basis of full-time employment) in excess of [ ] or
local equivalent;
Shares means [ ] ordinary shares of [ ] each, being the whole of the issued [ordinary]
share capital of the Company;
Subsidiaries means the [subsidiaries] [subsidiary undertakings] listed in paragraph 2 of

Schedule 1 [together with any other [subsidiaries] [subsidiary undertakings] of the
Company] and Subsidiary means any one of them;
Taxation or Tax shall have the meannig given in the Tax Indemnity;
Tax Authority shall have the meaning given in the Tax Indemnity;
[Tax Indemnity means the deed of covenant against Taxation in the Agreed Terms to be
entered into at Closing;]
[UK Listing Authority means the Financial Services Authority in its capacity as
competent authority for listing under the Financial Services and Markets Act 2000;]
VAT means United Kingdom Value Added Tax.
1.2 Modification etc. of Statutes

References to a statute or statutory provision include:
1.2.1 that statute or provision as from time to time modified, re-enacted or consolidated
whether before or after the date of this Agreement;
1.2.2 any past statute or statutory provision (as from time to time modified, re-enacted or
consolidated) which that statute or provision has directly or indirectly replaced; and
1.2.3 any subordinate legislation made from time to time under that statute or statutory
provision [which is in force at the date of this Agreement][,
except to the extent that any statute, statutory provision or subordinate legislation
made or enacted after the date of this Agreement would create or increase a liability
of the Seller under this Agreement [other documents]].
1.3 Singular, plural, gender

References to one gender include all genders and references to the singular include the
plural and vice versa.
1.4 References to persons and companies

References to:
1.4.1 a person include any company, partnership or unincorporated association (whether
or not having separate legal personality); and
1.4.2 a company shall include any company, corporation or any body corporate, wherever
incorporated.
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1.5 References to subsidiaries and holding companies
The words holding company, subsidiary and subsidiary undertaking shall have the
same meaning in this Agreement as their respective definitions in the Companies Act 1985
or the Companies Act 2006, as applicable.
1.6 Connected Persons

A person shall be deemed to be connected with another if that person is connected with
such other within the meaning of Section 839 of ICTA 1988.
1.7 Accounts
Any reference to accounts shall include the directors and auditors reports, relevant
balance sheets and profit and loss accounts and related notes together with all documents
which are or would be required by law to be sent to members in respect of the accounting
reference period in question.
1.8 Schedules etc.

References to this Agreement shall include any [Recitals and] Schedules to it and
references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement.
References to paragraphs and Parts are to paragraphs and Parts of the Schedules.
1.9 Headings
Headings shall be ignored in interpreting this Agreement.
1.10 Information
References to books, records or other information mean books, records or other
information in any form including paper, electronically stored data, magnetic media, film and
microfilm.
1.11 Legal Terms

References to any English legal term shall, in respect of any jurisdiction other than
England, be construed as references to the term or concept which most nearly corresponds
to it in that jurisdiction.
2 Agreement to Sell the Shares

2.1.1 On and subject to the terms of this Agreement, the Seller agrees to sell, and the
Purchaser agrees to purchase, the Shares.
2.1.2 The Shares shall be sold by the Seller, with full title guarantee, free from
Encumbrances and together with all rights and advantages attaching to them as at
Closing (including, without limitation, the right to receive all dividends or
distributions declared, made or paid on or after Closing).
2.1.3 The Seller shall procure that on or prior to Closing any and all rights of pre-emption
over the Shares are waived irrevocably by the persons entitled thereto.
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3 Consideration
3.1 Amount
The consideration for the purchase of the Shares under this Agreement shall be an amount
in cash equal to the sum of:
3.1.1 [] (the Closing Amount); and
3.1.2 the Net Asset Adjustment.
3.2 Reduction of Consideration

If any payment is made by the Seller to the Purchaser in respect of any claim for any
breach of this Agreement (including a payment made under Clause 9.7) or pursuant to an
indemnity under this Agreement (or any agreement entered into under this Agreement), the
payment shall be made by way of adjustment of the consideration paid by the Purchaser for
the Shares under this Agreement and the consideration shall be deemed to have been
reduced by the amount of such payment.
4 Conditions
4.1 Conditions Precedent

The agreement to sell and purchase the Shares contained in Clause 2 is conditional upon
satisfaction of the following conditions, or their satisfaction subject only to Closing:
4.1.1 [the passing at a general meeting of [the Seller] [the Purchaser] of [a resolution to
approve the [sale] [acquisition] of the Shares] in the Agreed Terms or without
material amendments thereto [or with such amendments as [ ] may agree];
4.1.2 To the extent that the proposed acquisition of all or any of the Shares (the
Transaction) either constitutes (or is deemed to constitute under Article 4(5)) a
concentration falling within the scope of Council Regulation (EC) 139/2004 (as
amended) (the Regulation) or is to be examined by the European Commission as
a result of a decision under Article 22(3) of the Regulation:
(i) the European Commission taking a decision (or being deemed to have
taken a decision) under Article 6(1)(b) [or, if the Commission has initiated
proceedings pursuant to Article 6(1)(c), under Article 8(1) or 8(2)] of the
Regulation] declaring the Transaction compatible with the common market,
without imposing any conditions or obligations that are not on terms
reasonably satisfactory to the [Purchaser/Parties]; or
(ii) the European Commission taking a decision (or being deemed to have
taken a decision) to refer the whole or part of the Transaction to the
competent authorities of one or more Member States under Articles 4(4) or
9(3) of the Regulation; and
(a) each such authority taking a decision with equivalent effect to Clause
4.1.3(i) with respect to those parts of the Transaction referred to it;
and
(b) the European Commission taking any of the decisions under Clause
4.1.3(i) with respect to any part of the Transaction retained by it.
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4.1.3 the consent by [ ] to the sale and purchase of the Shares having been obtained [on
terms reasonably acceptable to the Purchaser].
4.2 Responsibility for Satisfaction

4.2.1 The Seller shall use [best] [all reasonable] endeavours to ensure the satisfaction of
the conditions set out in Clause 4.1.[ ] and the Purchaser shall use [best] [all
reasonable] endeavours to ensure the satisfaction of the conditions set out in
Clause[s] 4.1.[ ] [in each case as soon as possible] [provided that this shall not give
rise to an obligation on the part of either party to assume material expenditure to
achieve the same or require either party to take such action which would be likely to
have such a detrimental effect on the current or future development of the business
of that party that it would be unreasonable to expect that party to take it].
4.2.2 [Without prejudice to Clause 4.2.1, the Seller and the Purchaser agree that all
requests and enquiries from any government, governmental, supranational or trade
agency, court or other regulatory body which relate to the satisfaction of the
conditions set out in Clause 4.1.[ ] shall be dealt with by the Seller and the
Purchaser in consultation with each other and the Seller and the Purchaser shall
promptly co-operate with and provide all necessary information and assistance
reasonably required by such government, agency, court or body upon being
requested to do so by the other.]
4.3 Non-Satisfaction/Waiver
4.3.1 The party responsible for satisfaction of each condition in Clause 4.2 shall give
notice to the other party of the satisfaction of the relevant condition within [two]
Business Days of becoming aware of the same.
4.3.2 The Purchaser may at any time waive in whole or in part and conditionally or
unconditionally the conditions set out in Clause 4.1.[ ] by notice in writing to the
Seller.
4.3.3 The Seller may at any time waive in whole or in part and conditionally or
unconditionally the conditions set out in Clause 4.1.[ ] by notice in writing to the
Purchaser.
4.3.4 If the conditions in Clause 4.1 are not satisfied [or waived] on or before [save as
expressly provided, this Agreement (other than Clauses 1, 13 and 15.2 to 15.18)
shall lapse] [the Purchaser or the Seller may, in its sole discretion, terminate this
Agreement and neither the Seller nor the Purchaser shall have any claim against
the other under it, save for any claim arising from breach of [any] obligation
contained in Clause 4.2.]
5 Pre-Closing
5.1 The Sellers Obligations in Relation to the Conduct of Business

The Seller undertakes to [use reasonable endeavours to] procure that between the date of
this Agreement and Closing each Group Company:
5.1.1 shall carry on its business as a going concern in the ordinary and usual course as
carried on prior to the date of this Agreement, save in so far as agreed in writing by
the Purchaser [such consent not to be unreasonably withheld or delayed];
90
5.1.2 shall [and/or shall procure that the relevant members of the Sellers Group shall]
maintain in force all Group Insurance Policies and all Seller Insurance Policies [in all
material respects on the same terms and with a similar level of cover to that
prevailing at the date of this Agreement] inter alia for the benefit of the Group
Companies;
5.1.3 [subject to Clause 14] shall [and/or shall procure that the relevant members of the
Sellers Group shall] notify to the insurers of [the Group Insurance Policies and/ or]
the Seller Insurance Policies all insurance claims in relation to the Group
Companies of which [the relevant members of the Sellers Group] [specified
individuals] become aware (i) promptly and (ii) in accordance with the requirements
of the relevant insurance policy, and thereafter not do or omit to do anything that
might prejudice any such claim;
5.1.4 without prejudice to the generality of Clause 5.1.1, shall not [except as may be
required to give effect to and to comply with this Agreement] without the prior
written consent of the Purchaser [such consent not to be unreasonably withheld or
delayed]:
(i) enter into, or exercise an option in relation to, any agreement or incur any
commitment involving any capital expenditure in excess of [ ] per
item and [ ] in aggregate, in each case exclusive of VAT;
(ii) enter into, or exercise an option in relation to, or amend, any agreement or
incur any commitment which is not capable of being terminated without
compensation at any time with [three] months notice or less or which is not
in the ordinary and usual course of business or which involves or may
involve total annual expenditure in excess of [ ], exclusive of
VAT;
(iii) acquire or dispose of, or agree to acquire or dispose of, any material asset
or material stock, or enter into or amend any agreement or incur any
commitment to do so, in each case involving consideration, expenditure or
liabilities in excess of [ ], exclusive of VAT [other than in the
ordinary and usual course of business];
(iv) [acquire or agree to acquire any share, shares or other interest in any
company, partnership or other venture[, other than an investment of [5]
per cent or less of the total shares or interest in such company,
partnership or venture];]
(v) incur any additional borrowings or incur any other indebtedness [in each
case in excess of [ ] and otherwise than in the ordinary and usual
course of business];
(vi) create, allot or issue any share capital or loan capital of any Group
Company or any option to subscribe for the same;
(vii) repay, redeem or repurchase any share capital or loan capital of any Group
Company;
(viii) declare, make or pay any dividend or other distribution to shareholders;
(ix) [take steps to procure payment by any debtor generally in advance of the
date on which book and other debts are usually payable in accordance with
91
the standard terms of business of any Group Company or (if different) the
period extended to any particular debtor in which to make payment;]
(x) [delay making payment to any trade creditors generally beyond the date on
which payment of the relevant trade debt should be paid in accordance with
the credit period authorised by the relevant creditors (or (if different) the
period extended by creditors in which to make payment);]
(xi) amend, to any material extent, any of the terms on which goods, facilities or
services are supplied[, such supplies being material in the context of the
relevant Group Company,] [except where required to do so in order to
comply with any applicable legal or regulatory requirement];
(xii) save as required by law:
(a) make any [material] amendment to the terms and conditions of

employment (including, without limitation, remuneration, pension
entitlements and other benefits) of any [employee] [Senior
Employee] (other than minor increases in the ordinary and usual
course of business which the Seller shall notify to the Purchaser as
soon as reasonably possible);
(b) provide or agree to provide any gratuitous payment or benefit to any

such person or any of his dependants;
(c) dismiss any [employee] [Senior Employee]; or
(d) engage or appoint any additional [employee] [Senior Employee];
(xiii) discontinue or amend the Sellers Pension Scheme to any material extent or
commence to wind it up or terminate it or cause it to cease to admit new
members;
(xiv) communicate to any Relevant Employee any material plan, proposal or

intention to discontinue, amend, wind up, terminate or exercise any
discretion [other than in the ordinary and usual course of business] in
relation to the Sellers Pension Scheme;
(xv) pay any benefits under the Sellers Pension Scheme otherwise than in
accordance with the terms of the documents governing the Sellers Pension
Scheme and not under any discretionary power;
(xvi) [enter into any guarantee, indemnity or other agreement to secure any
obligation of a third party or create any Encumbrance over any of its assets
or undertaking in any such case [other than in the ordinary and usual
course of business]];
(xvii) [settle any insurance claim made by or on behalf of any Group Company [or
the Seller shall procure that the relevant members of the Sellers Group
shall not settle any insurance claim made by or on behalf of any Group
Company] in excess of [ ] materially below the amount claimed];
(xviii) make any change to its accounting practices or policies or amend its
memorandum or articles of association.
92
5.2 Other Sellers Obligations Prior to Closing
5.2.1 Without prejudice to the generality of Clause 5.1, prior to Closing the Seller shall,
and shall procure that the Group Companies shall, allow the Purchaser and its
agents, upon reasonable notice, [reasonable] access to, and to take copies of, the
books, records and documents of or relating in whole or in part to the Group[ ,
provided that the obligations of the Seller under this Clause shall not extend
to allowing access to information which is reasonably regarded as
confidential to the activities of the Seller otherwise than in relation to the
Group Companies].
6 Closing
6.1 Date and Place

Subject to Clause 4, Closing shall take place at [time] at [location] on [date], or on the
[ ] Business Day following notification of the fulfilment or waiver of the condition(s)
set out in Clause 4.1, whichever is the later, or at such other location, time or date as may
be agreed between the Purchaser and the Seller.
6.2 Closing Events

On Closing, the Seller and the Purchaser shall comply with their respective obligations
specified in Schedule 5.
6.3 Payment on Closing

On Closing, the Purchaser shall pay the Closing Amount to the Seller.
6.4 Breach of Closing Obligations

If the Seller or the Purchaser fails to comply with any material obligation in Clauses 6.2 and
6.3 and Schedule 5, the Purchaser, in the case of non-compliance by the Seller, or the
Seller, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and
without prejudice to all other rights or remedies available, including the right to claim
damages) by written notice to the other [served on the Closing Date]:
6.4.1 to terminate this Agreement (other than Clauses 1, 13 and 15.2 to 15.18) without
liability on its part; or
6.4.2 to effect Closing so far as practicable having regard to the defaults which have
occurred; or
6.4.3 to fix a new date for Closing (being not more than 20 Business Days after the
agreed date for Closing) in which case the provisions of Schedule 5 shall apply to
Closing as so deferred but provided such deferral may only occur once.
7 Post-Closing Adjustments
7.1 Net Asset Statement

The Purchaser shall procure that as soon as practicable following Closing there shall be
drawn up a draft of the Net Asset Statement (the Draft Net Asset Statement) in
accordance with Schedule 6 setting out all the assets and all the liabilities of the Group
Companies on a [consolidated] [unconsolidated] basis.
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7.2 Determination of Net Asset Statement
7.2.1 The Draft Net Asset Statement as agreed or determined pursuant to paragraph 3 of
Schedule 6:
(i) shall constitute the Net Asset Statement for the purposes of this Agreement;
and
(ii) shall be final and binding on the Seller and the Purchaser.
7.2.2 The Net Assets shall be derived from the Net Asset Statement.
7.3 Adjustment to Consideration

7.3.1 Net Assets
(i) If the Net Assets are less than the Estimated Net Assets, the Seller shall
repay to the Purchaser an amount equal to the deficit of the Net Assets
below the Estimated Net Assets as a reduction in the consideration.
(ii) If the Net Assets exceed the Estimated Net Assets, the Purchaser shall pay
to the Seller an additional amount equal to the excess of the Net Assets
over the Estimated Net Assets as an increase in the consideration.
(iii) Any payments pursuant to this Clause shall be made on or before [10]
Business Days after the date on which the process described in paragraph
3 of Schedule 6 for the preparation of the Net Asset Statement is complete.
7.3.2 Interest
Any payment to be made in accordance with this Clause 8 shall include interest
thereon calculated from the Closing Date to the date of payment at a rate per
annum of [ ] per cent [above the [specify rate] from time to time of [name of bank].
Such interest shall accrue from day to day [and shall be compounded monthly].
[If any part of the Group falls within the European Union Emissions Trading Scheme please seek
input from a member of the Environment and Planning Group (Group 340). See Drafting Notes
74350.]
8 Warranties
8.1 The Sellers Warranties

8.1.1 Subject to Clause 9.2, the Seller warrants and represents to the Purchaser that the
statements set out in Schedule 7 are true and accurate and not misleading as of the
date of this Agreement
8.1.2 The Seller acknowledges that the Purchaser has entered into this Agreement in
reliance upon the Sellers Warranties.
8.1.3 Each of the Sellers Warranties shall be separate and independent and shall not be
limited by reference to any other paragraph of Schedule 7 or by anything in this
Agreement [or in the Tax Indemnity] [or in the Environment Indemnity].
8.1.4 Any Sellers Warranty qualified by the expression to the best of the Sellers
knowledge, information and belief or any similar expression shall, unless otherwise
stated, be deemed to refer to the knowledge of the persons whose names and
addresses are set out in Schedule [who shall be deemed to have knowledge of
94
such matters as they would have discovered, had they made [due and careful]
[reasonable] enquiries].
8.1.5 [A claim for breach of any Sellers Warranty may be made whether or not the
relevant facts, matters or circumstances giving rise to the breach:
(i) were known to the Purchaser or to any of the directors, officers, employees
or agents of the Purchaser or could have been discovered (whether by any
investigation made by or on behalf of the Purchaser into the affairs of any
Group Company or otherwise) prior to the signing of this Agreement; or
(ii) were notified to the Purchaser in accordance with Clause 9.3.
This Clause shall not apply if the facts, matters or circumstances giving rise to the
breach are disclosed in accordance with Clause 9.2.]
8.2 Sellers Disclosures

The Sellers Warranties are subject to the matters which are [fully and] fairly disclosed in
[or pursuant to] this Agreement or the Disclosure Letter (including the documents referred
to in the Disclosure Letter) [provided that such matters are disclosed in sufficient detail to
enable the Purchaser to assess [their impact on any Group Company] [the matters in
question]].
8.2.1 Any notification pursuant to Clause 9.3.1 shall not operate as a disclosure pursuant
to Clause 9.2 of this Agreement and the Sellers Warranties shall not be subject to
such notification.]
8.3 Effect of Closing

The Sellers Warranties and all other provisions of this Agreement [and the Tax Indemnity]
[and the Environment Indemnity], to the extent that they have not been performed by
Closing, shall not be extinguished or affected by Closing or by any other event or matter
(including, without limitation, any satisfaction and/or waiver of any condition contained in
Clause 4.1), except by a specific and duly authorised written waiver or release by the
Purchaser.
9 Limitation of Sellers Liability

[Clause 10 sets out a number of Seller limitations but, when acting for the Purchaser, not all
(including in particular those in square brackets), and sometimes none, may be
appropriate. See Clause 11 of P6 International Share Sale Agreement (DocExplorer
2371562) for additional limitations or when acting for the Seller.]
9.1 Time Limitation for Claims

The Seller shall not be liable [for breach of any Sellers Warranty] [under this Agreement]
[or the Tax Indemnity] [or the Environment Indemnity] in respect of any claim unless a
notice of the claim is given by the Purchaser to the Seller:
9.1.1 in the case of any claim under paragraph 14 of Schedule 7 (tax warranties) [or
under the Tax Indemnity], within [seven] years following Closing;
9.1.2 in the case of any claim under paragraph 9 of Schedule 7 (environmental and
health and safety warranties) [or under the Environment Indemnity], within years
following Closing; and
95
9.1.3 in the case of any other claim, within [ months/years following Closing] [28 days
following signature by the auditors of the Group of their audited accounts for the
financial period ending ],
except that there shall be no time limitation for giving notice of any claim under paragraphs
1.1, 17.1.1, 17.1.2, 17.1.3 or 17.1.4 of Schedule 7. Any claim notified by the Purchaser to
the Seller pursuant to this Clause shall specify the matters set out in Clause 11.2.
9.2 Minimum Claims

9.2.1 The Seller shall not be liable [for breach of any Sellers Warranty] [under this
Agreement] [or the Tax Indemnity] [or the Environment Indemnity] in respect of
any individual claim (or a series of claims arising from substantially identical facts or
circumstances) where the liability agreed or determined (disregarding the provisions
of this Clause 10.2) in respect of any such claim or series of claims does not
exceed .
9.2.2 Where the liability agreed or determined in respect of any such claim or series of
claims exceeds , [subject as provided elsewhere in this Clause 10, the Seller
shall be liable for the amount of the claim or series of claims as agreed or
determined] [the liability of the Seller shall be limited to the amount of the
excess].
9.3 Aggregate Minimum Claims

9.3.1 The Seller shall not be liable [for breach of any Sellers Warranty] [under this
Agreement] [or the Tax Indemnity] [or the Environment Indemnity] in respect of
any claim unless the aggregate amount of all claims for which the Seller would
otherwise be liable [for breach of any Sellers Warranty] [under this Agreement]
[and the Tax Indemnity] [or the Environment Indemnity] (disregarding the
provisions of this Clause 10.3) exceeds .
9.3.2 Where the liability agreed or determined in respect of all claims referred to in
Clause 10.3.1 exceeds [subject as provided elsewhere in this Clause 10, the
Seller shall be liable for the aggregate amount of all claims as agreed or
determined] [the liability of the Seller shall be limited to the amount of the
excess].
9.4 Maximum Liability

The aggregate liability of the Seller in respect of all breaches of [the Sellers Warranties]
[this Agreement] [and the Tax Indemnity] [and the Environment Indemnity] shall not
exceed .
9.5 Provisions
[or the Tax Indemnity] [or the Environment Indemnity] in respect of any claim if and to
the extent that proper allowance, provisions or reserve is made in the [Net Asset Statement]
[Accounts] for the matter giving rise to the claim.
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9.6 Matters Arising Subsequent to this Agreement
[or the Tax Indemnity] [or the Environment Indemnity] in respect of any matter to the
extent that the same would not have occurred but for:
9.6.1 Agreed matters
any matter or thing done or omitted to be done pursuant to and in compliance with
this Agreement [or the Tax Indemnity] [or the Environment Indemnity] or
otherwise at the request in writing or with the approval in writing of the Purchaser;
9.6.2 [Acts of the Purchaser
any act, omission or transaction of the Purchaser or any member of the

Purchasers Group or any of the Group Companies, or their respective
directors, officers, employees or agents or successors in title, after Closing
[done, committed or effected:
(i) outside the ordinary [and usual] course of business [and in the knowledge
that such act, omission or transaction might give rise to, or increase the
extent of, a claim under this Agreement [or the Tax Indemnity] [or the
Environment Indemnity]] or in circumstances where such claim was
reasonably foreseeable as a result of such act, omission or transaction]; or
(ii) otherwise than pursuant to a legally binding commitment to which the Group
is subject on or before Closing;]
9.6.3 Changes in legislation
(i) the passing of, or any change in, after [Closing] [the date of this
Agreement], any law, rule, regulation or administrative practice of any
government, governmental department, agency or regulatory body including
(without prejudice to the generality of the foregoing) any increase in the
rates of Taxation or any imposition of Taxation or any withdrawal of relief
from Taxation not actually (or prospectively) in effect at [the date of this
Agreement] [Closing]; or
(ii) any change after [Closing] [the date of this Agreement] of any generally
accepted interpretation or application of any legislation;
9.6.4 Accounting [and Taxation] Policies
any change in accounting [or Taxation] policy, bases or practice of the Purchaser or
any of the Group Companies introduced or having effect after Closing.
9.7 Fraud
None of the limitations contained in this Clause 10 shall apply to any claim which arises or
is increased, or to the extent to which it arises or is increased, as the consequence of, or
which is delayed as a result of, fraud, [wilful misconduct, wilful concealment or gross
negligence] by the Seller, any Group Company or any of their respective directors, officers,
employees or agents.
97
10 Claims
[When acting for the Purchaser, and the Seller-friendly drafting in bold and Clause 11.5 are
omitted, consider whether to incorporate Clause 11.2 into Clause 10.1 and delete the rest
of Clause 11. See the Drafting Notes for further information.]
10.1 Notification of Claims under this Agreement

Notices of claims [for breach of Sellers Warranty] [under this Agreement] [or under] [the
Tax Indemnity] [the Environment Indemnity] shall be given by the Purchaser to the
Seller within the time limits specified in Clause 10.1, specifying [in reasonable detail] [full
information in relation to] the legal and factual basis of the claim and the evidence on
which the Purchaser relies [and, if practicable, an estimate of the amount of Losses which
are, or are to be, the subject of the claim (including any Losses which are contingent on the
occurrence of any future event)].
10.2 [Commencement of Proceedings

Any claim notified pursuant to Clause 11.2 shall (if it has not been previously
satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn [six] months
after [the notice is given pursuant to Clause 11.2] [the relevant time limit set out in
Clause 10.1] [or in the case of any contingent liability, [six] months after such
contingent liability becomes an actual liability and is due and payable] unless legal
proceedings in respect of it have been commenced by being both issued and
served.]
10.3 [Investigation by the Seller

In connection with any matter or circumstance that may give rise to a claim against
the Seller [for breach of any Sellers Warranty] [under this Agreement] [or under] [the
Tax Indemnity] [the Environment Indemnity]:
10.3.1 the Purchaser shall allow, and shall procure that the relevant Group Company
allows, the Seller and its financial, accounting or legal advisers to investigate
the matter or circumstance alleged to give rise to a claim and whether and to
what extent any amount is payable in respect of such claim; and
10.3.2 the Purchaser shall disclose to the Seller all material of which the Purchaser
is aware which relates to the claim and shall, and shall procure that any other
relevant members of the Purchasers Group shall, give, subject to their being
paid all reasonable costs and expenses, all such information and assistance,
including access to premises and personnel, and the right to examine and
copy or photograph any assets, accounts, documents and records, as the
Seller or its financial, accounting or legal advisers may reasonably request
subject to the Seller agreeing in such form as the Purchaser may reasonably
require to keep all such information confidential and to use it only for the
purpose of investigating and defending the claim in question.]
10.4 [Conduct of Third Party Claims

If the matter or circumstance that may give rise to a claim against the Seller [for breach of
any Sellers Warranty] [under this Agreement] [or under] [the Tax Indemnity] [the
Environment Indemnity] is a result of or in connection with a claim by or liability to a third
party then the Purchaser or other member of the Purchasers Group shall be entitled, in its
absolute discretion, to take such action as it shall deem necessary to avoid, dispute, deny,
98
defend, resist, appeal, compromise or contest such claim or liability (including, without
limitation, making counterclaims or other claims against third parties) but shall, so far as
practicable[, without prejudice to the rights of the insurers of the Purchasers Group,]
consult with the Seller before taking any such action.]
11 Restrictions on the Seller
11.1 Restrictions
The Seller undertakes with the Purchaser [as trustee for itself] and the Group Companies
that no member of the Sellers Group, no directors of any member of the Sellers Group
[and no connected persons of any member of the Sellers Group or of their directors] will
[and will procure that no person, firm or company carrying on with the consent or privity of
any member of the Sellers Group any business in succession to the member of the Sellers
Group concerned will] in any Relevant Capacity during the Restricted Period:
11.1.1 directly or indirectly carry on, be engaged in or be economically interested in any

business which is of the same or similar type to the business of any Group
Company as now carried on and which is or is likely to be in competition with the
business of any Group Company as now carried on;
11.1.2 [in competition with the business of any Group Company as now carried on,]
canvass or solicit the custom of any person, firm or company who has within [two
years] prior to Closing been a [regular] [frequent] customer of any Group Company
in relation to the business of the Group; or
11.1.3 induce or seek to induce any present Restricted Employee to become employed
whether as employee, consultant or otherwise by any member of the Sellers
Group, whether or not such Restricted Employee would thereby commit a breach of
his contract of service. [The placing of an advertisement of a post available to a
member of the public generally and the recruitment of a person through an
employment agency shall not constitute a breach of this Clause 12 provided
that no member of the Sellers Group encourages or advises such agency to
approach any Restricted Employee.]
11.2 Exceptions
The restrictions in Clause 12.1 shall not operate to prohibit any member of the
Sellers Group from:
11.2.1 carrying on or being engaged in or being economically interested in any

business which is of the same or similar type to the business as now carried
on by the Group after such time as the Purchaser ceases to carry on or be
engaged in or economically interested in [a substantial part of] the business
carried on by the Group;
11.2.2 holding or being interested in up to [5 per cent] of the outstanding issued

share capital of a company listed on [the Official List and admitted to trading
by London Stock Exchange plc or dealt in on the Alternative Investment
Market] [any recognised stock exchange];
11.2.3 fulfilling any obligation pursuant to this Agreement and any agreement to be
entered into pursuant to this Agreement;
99
11.2.4 acquiring the whole or part of any business which is of a same or similar type
to the business of the Group as now carried on and which is or is likely to be
in competition with any part of the business of the Group as now carried on if
the turnover attributed to the business to be acquired in the last financial year
is less than [ ].
11.3 Reasonableness of Restrictions

The Seller agrees that the restrictions contained in this Clause are no greater than is
reasonable and necessary for the protection of the interests of the Purchaser [and the
Group Companies] but if any such restriction shall be held to be void but would be valid if
deleted in part or reduced in application, such restriction shall apply with such deletion or
modification as may be necessary to make it valid and enforceable.
11.4 Interpretation
The following terms shall have the following meanings respectively in this Clause 12:
11.4.1 Relevant Capacity means for its own account or for that of any person, firm or
company (other than the Purchaser [or the Group Companies]) [or in any other
manner] [and whether through the medium of any company controlled by it (for
which purpose there shall be aggregated with its shareholding or ability to exercise
control the shares held or control exercised by any person connected with the
Seller) or as principal, partner, director, employee, consultant or agent].
11.4.2 Restricted Employee means any Relevant Employee who [(a) has access to
trade secrets or other confidential information of the Group;] [(b) has participated in
discussions relating to the transaction pursuant to this Agreement;] [or (c) [holds the
position of [assistant director] [Grade ] or higher] [is a Senior Employee];
11.4.3 Restricted Period means [two years] commencing on Closing or such shorter
period of time recognised by applicable law as being binding on the Seller.
12 Confidentiality
12.1 Announcements
Pending Closing, no announcement or circular in connection with the existence or the
subject matter of this Agreement shall be made or issued by or on behalf of any member of
the Sellers Group or any member of the Purchasers Group without the prior written
approval of the Seller and the Purchaser. This shall not affect any announcement or circular
required by law or any regulatory body or the rules of any recognised stock exchange [on
which the shares of either party are listed] but the party with an obligation to make an
announcement or issue a circular shall consult with the other party insofar as is reasonably
practicable before complying with such an obligation.
12.2 Confidentiality
12.2.1 [The Confidentiality Agreement shall cease to have any force or effect from [the
date of this Agreement] [Closing].] or [This Clause shall be without prejudice to the
Confidentiality Agreement, which Agreement shall continue notwithstanding [this
Agreement] [Closing]].
12.2.2 Subject to Clauses 13.1 and 13.2.3:
100
(i) each of the Seller and the Purchaser shall treat as strictly confidential and
not disclose or use any information received or obtained as a result of
entering into this Agreement (or any agreement entered into pursuant to this
Agreement) which relates to:
(a) the existence and the provisions of this Agreement and of any
agreement entered into pursuant to this Agreement; or
(b) the negotiations relating to this Agreement (and any such other
agreements);
(ii) the Seller shall treat as strictly confidential and not disclose or use any
information relating to the Group Companies following Closing and any
other information relating to the business, financial or other affairs (including
future plans and targets) of the Purchasers Group;
(iii) the Purchaser shall treat as strictly confidential and not disclose or use any
information relating to the business, financial or other affairs (including
future plans and targets) of the Sellers Group including, prior to Closing, the
Group Companies.
12.2.3 Clause 13.2.2 shall not prohibit disclosure or use of any information if and to the
extent:
(i) the disclosure or use is required by law, any regulatory body or any
recognised stock exchange [on which the shares of [the Seller][any member
of the Sellers Group] or [the Purchaser][any member of the Purchasers
Group] are listed [(including where this is required as part of any actual or
potential offering, placing and/or sale of securities of any member of the
Sellers Group or the Purchasers Group)]];
(ii) the disclosure or use is required to vest the full benefit of this Agreement in
the Seller or the Purchaser;
(iii) the disclosure or use is required for the purpose of any judicial proceedings
arising out of this Agreement or any other agreement entered into under or
pursuant to this Agreement or the disclosure is made to a Tax Authority in
connection with the Tax affairs of the disclosing party;
(iv) the disclosure is made to professional advisers [or actual or potential

financiers] of [the Seller][any member of the Sellers Group] or [the
Purchaser][any member of the Purchasers Group] on terms that such
professional advisers [or financiers] undertake to comply with the provisions
of Clause 13.2.2 in respect of such information as if they were a party to this
Agreement;
(v) the information is or becomes publicly available (other than by breach of the
Confidentiality Agreement or of this Agreement);
(vi) [the disclosure is made on a confidential basis to potential purchasers of all

or part of the Sellers Group or the Purchasers Group or to their
professional advisers or financiers;]
(vii) the other party has given prior written approval to the disclosure or use; or
(viii) the information is independently developed after Closing,
101
provided that prior to disclosure or use of any information pursuant to Clause
13.2.3(i), (ii) or (iii) [except in the case of disclosure to a Tax Authority], the party
concerned shall promptly notify the other party of such requirement with a view to
providing that other party with the opportunity to contest such disclosure or use or
otherwise to agree the timing and content of such disclosure or use.
12.2.4 [On Closing, the Seller shall assign to the Purchaser, to the extent permitted by the
relevant agreement, the benefit of any confidentiality agreements entered into by
the Seller in connection with the sale of the Shares.]
13 Insurance
13.1 No cover under Seller Insurance Policies from Closing

The Purchaser acknowledges and agrees that from the Closing Date:
13.1.1 no Group Company will have or be entitled to the benefit of any Seller Insurance
Policy in respect of any event, act or omission, that takes place after the Closing
Date and it shall be the sole responsibility of the Purchaser to ensure that adequate
insurances are put in place for the Group with effect from the Closing Date;
13.1.2 the Seller shall not be required to maintain any Seller Insurance Policy for the
benefit of any Group Company[, provided that it shall not cancel with retrospective
effect any occurrence based Seller Insurance Policy under which any Group
Company continues to be insured];
13.1.3 no Group Company shall make or shall be entitled to make or notify a claim under
any claims made Seller Insurance Policy in respect of any event, act or omission
that occurred prior to the Closing Date [except in accordance with Clause 14.4
below].
13.2 Existing claims under Seller Insurance Policies

The Seller shall use reasonable endeavours after the Closing Date to recover all monies
due from insurers in respect of any insurance claim which has been made before the
Closing Date by or on behalf of any Group Company under any Seller Insurance Policy and
shall, to the extent that the Group has not already been indemnified prior to the Closing
Date in respect of the loss giving rise to the insurance claim, pay any monies received in
respect of such claim (after taking into account any deductible or excess and less any
Taxation suffered on the proceeds and any reasonable out of pocket expenses suffered or
incurred by the Seller or any member of the Sellers Group in connection with such claim) to
the Purchaser or, at the Purchasers written direction, the relevant Group Company as soon
as practicable after receipt by the Seller.
13.3 New claims under occurrence-based policies

13.3.1 With respect to any event, act or omission relating to any Group Company that
occurred or existed prior to the Closing Date that is covered by an occurrence-
based Seller Insurance Policy, the Seller shall, at the direction of the Purchaser or
the relevant Group Company, make a claim under such insurance policy, provided
that:
(i) the Seller shall not be obliged to make any such claim if and to the extent
that such claim is covered by an insurance policy held by the Purchaser or a
member of the Purchasers Group;
102
(ii) the claim is notified to the Seller within 5 Business Days of the Purchaser
becoming aware of the claim [and in any event within 3 years after the
Closing Date]21;
(iii) the relevant Group Company shall be liable for any deductible or excess
payable in respect of the claim;
(iv) [the Purchaser agrees to reimburse the Seller or relevant other member of
the Sellers Group for any retrospective premium increases under the
insurance policy under which the claim is made, as such amounts are
determined in accordance with that insurance policy as a result of any such
claim made pursuant to this Clause 14.3.1.
13.3.2 In the event a Group Company notifies a claim pursuant to Clause 14.3.1, the Seller
shall, at the Purchasers cost, make all necessary notifications and claims under the
relevant Seller Insurance Policy and the relevant Group Company shall be entitled
to be paid any proceeds actually received under the Seller Insurance Policy (less
any deductible or excess actually paid by the Seller or any member of the Sellers
Group and less any Taxation suffered on the proceeds and any reasonable out of
pocket expenses suffered or incurred by the Seller or any member of the Sellers
Group) provided that:
(i) the Seller shall not be required, pursuant to any requests made by the
Purchaser or any Group Company, to undertake or threaten litigation or
incur any expenditure or liability without being put in funds by the Purchaser
or such Group Company prior to incurring any such expenditure or liability;
(ii) neither the Purchaser nor any Group Company shall be entitled to any
proceeds received by the Sellers Group under any Seller Insurance Policy
except to the extent that such proceeds relate to a claim made pursuant to
Clause 14.3.1 in respect of:
(a) an event, act or omission connected with the carrying on of the

business of the Group prior to the Closing Date;
(b) loss for which the relevant Group Company has not already been
reimbursed, indemnified or otherwise compensated for whether under
this Agreement or otherwise;
(iii) the Purchaser shall provide (and shall procure that the relevant Group
Company also provides) all assistance, information and co-operation
reasonably requested by the Seller or the Sellers representatives (including
the Seller's insurers, appointed claims handlers or any lawyers instructed in
relation to such claim); and
(iv) the Purchaser shall or shall procure that the relevant Group Company shall
pay or bear any deductible or excess element of any such claim.
21
Alternatively, when acting for a Seller replace the set of square brackets in 14.3.1(ii) with the following:
and in any event:
(a) In respect of a claim under a Seller Insurance Policy relating to [material damage, business
interruption, crime, personal accident or travel], that claim is notified to the Seller not later than five Business
Days after the Closing Date; or
(b) In respect of a claim under a Seller Insurance Policy relating to [employers liability, workers
compensation, public and products liability, or motor], that claim is notified to the Seller not later than three
years after the Closing Date.
103
14 Other Provisions
14.1 Further Assurances

14.1.1 Each of the Seller and the Purchaser shall, and shall use reasonable endeavours to
procure that any necessary third party shall, from time to time execute such
documents and perform such acts and things as either of the Seller or the
Purchaser may reasonably require to transfer the Shares to the Purchaser and to
give each of them the full benefit of this Agreement.
14.1.2 [Pending registration of the Purchaser as owner of the Shares, the Seller shall
exercise all voting and other rights in relation to such Shares in accordance with the
Purchasers instructions.]
14.1.3 The Purchaser shall, and shall procure that the relevant Group Companies
shall, retain for a reasonable period from Closing the books, records and
documents of the Group Companies to the extent they relate to the period
prior to Closing and shall, and shall procure that the relevant Group
Companies shall, allow the Seller reasonable access to such books, records
and documents, including the right to take copies, at the Sellers expense.
14.1.4 [Release of Guarantees
[See Drafting Notes in DocExplorer 74350 for the approach to take when acting for
a Seller and there is a private equity Purchaser.]
(i) The Purchaser shall use reasonable endeavours to procure by Closing or, to
the extent not done by Closing, [within days thereafter or to the extent not
done within such period,] as soon as reasonably practicable thereafter, the
release of the Seller or any member of the Sellers Group [or any person
connected with any of them] from any securities, guarantees or indemnities
given by or binding upon the Seller or any member of the Sellers Group [or
any person connected with any of them] in respect of any liability of the
Group Companies. Pending such release the Purchaser shall indemnify the
Seller and any member of the Sellers Group [and any person connected
with any of them] against all amounts paid by any of them pursuant to any
such securities, guarantees and indemnities in respect of such liability of the
Group Companies.
(ii) The Seller shall use reasonable endeavours to procure, by Closing or, to the
extent not done by Closing, [within days thereafter, or, to the extent not
done within such period,] as soon as reasonably practicable thereafter, the
release of each Group Company from any securities, guaranties or
indemnities given by or binding upon the Group Company in respect of any
liability of the Seller or any member of the Sellers Group. Pending such
release, the Seller shall indemnify the Group Companies against all
amounts paid by any of them pursuant to any such securities, guarantees
and indemnities in respect of such liability of the Seller.]]
14.1.5 Intellectual Property
If the Seller, or any member of the Sellers Group, is a party to any Intellectual
Property opposition proceedings in any jurisdiction, the success or failure of which
would have a material impact on the business of [the Group][any Group Company],
the Seller will, at the request [and expense] of the Purchaser, co-operate fully with
104
the Purchaser in the conduct of such proceedings, including any appeals, and will
permit its name, or the name of the relevant company within the Sellers Group, to
be used for this purpose by the Purchaser].
14.2 [Whole Agreement

14.2.1 This Agreement contains the whole agreement between the Seller and the
Purchaser relating to the subject matter of this Agreement at the date of this
Agreement to the exclusion of any terms implied by law which may be
excluded by contract and supersedes any previous written or oral agreement
between the Seller and the Purchaser in relation to the matters dealt with in
this Agreement.
14.2.2 The Purchaser acknowledges that it has not been induced to enter this
Agreement by any representation, warranty or undertaking not expressly
incorporated into it.
14.2.3 So far as is permitted by law and except in the case of fraud, each of the
Seller and the Purchaser agrees and acknowledges that its only right and
remedy in relation to any representation, warranty or undertaking made or
given in connection with this Agreement shall be for breach of the terms of
this Agreement to the exclusion of all other rights and remedies (including
those in tort or arising under statute).
14.2.4 In Clauses 15.2.1 to 15.2.3, this Agreement includes [the Disclosure Letter
[,the Confidentiality Agreement] and] all documents entered into pursuant to
this Agreement.]
14.3 Reasonableness
Each of the Seller and the Purchaser confirms it has received independent legal advice
relating to all the matters provided for in this Agreement, including the terms of Clause 12
(Restrictions on the Seller) and Clause 15.2 (Whole Agreement) and agrees that the
provisions of this Agreement (including [the Disclosure Letter [,the Confidentiality
Agreement] and] all documents entered into pursuant to this Agreement) are fair and
reasonable.
14.4 Assignment
EITHER
[Assignment permitted]
14.4.1 [The Seller agrees that the benefit of every provision in this Agreement is given to
the Purchaser for itself and its successors in title [and assigns]. Accordingly, the
Purchaser (and its successors [and assigns]) may, without the consent of the Seller,
assign [to the beneficial owner for the time being of the Shares] the benefit of
all or any of the Sellers obligations under this Agreement, and/or any benefit arising
under or out of this Agreement, provided that the assignee shall not be entitled to
receive under this Clause any greater amount than that to which the Purchaser
would have been entitled.
14.4.2 [The Seller agrees that, upon the request of the Purchaser or its successors in title
[or assigns], this Agreement may be novated (in whole or in part) [in favour of the
beneficial owner for the time being of the Shares], and the Seller shall execute a
Novation Agreement substantially in the terms set out in Schedule 9. If the Seller
105
fails to execute any such Agreement within [14] days of the request by the
Purchaser, the Purchaser may execute it on behalf of the Seller and for such
purpose the Seller hereby irrevocably appoints the Purchaser as the Sellers
attorney for the purpose of executing any such Agreement. The Seller agrees to
ratify and confirm any action taken by the Purchaser by virtue of this power of
attorney.]]
OR
[Version 2 (no assignment, except to connected company)]
15.4.1 [Except as otherwise expressly provided in this Agreement, neither the Seller
nor the Purchaser may without the prior written consent of the other, assign, grant
any security interest over, hold on trust or otherwise transfer the benefit of the whole
or any part of this Agreement [nor shall the Purchaser be entitled to make any
claim against the Seller in respect of any Losses which it does not suffer in
its own capacity as beneficial owner of the Shares].
15.4.2 [Except as otherwise expressly provided in this Agreement, the Seller or the
Purchaser may, without the consent of the other, assign to a connected company
the benefit of the whole or any part of this Agreement provided that:
(i) if the assignee ceases to be a member of the Purchasers Group (in the
case of an assignment by the Purchaser) or the Sellers Group (in the case
of an assignment by the Seller) it shall before so leaving assign the benefit
so far as assigned to it to another member of the Purchasers Group or the
Sellers Group as the case may be;
(ii) the assignee shall not be entitled to receive under this Clause any greater
amount than that to which the Purchaser would have been entitled.]
For the purposes of this Clause, a connected company is a company which is a

subsidiary of the party concerned or which is a holding company of such party or a
subsidiary of such holding company.
14.5 Third Party Rights

14.5.1 A person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit under,
this Agreement, except to the extent set out in this Clause 15.5.
14.5.2 [A Group Company or any of its respective directors, officers or agents or a

Relevant Employee may enforce and rely on Clause 9.5 to the same extent as if it
were a party.] [A Group Company (whilst the Group Company remains in the
Purchasers Group) may enforce and rely on Clauses [12] and [ ] to the same extent
as if it were a party.]
14.5.3 [This Agreement may be terminated and any term may be amended or waived
without the consent of the person[s] named in Clause 15.5.2.]
14.6 Variation
No variation of this Agreement shall be effective unless in writing and signed by or on
behalf of each of the Seller and the Purchaser.
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14.7 Time of the Essence
Time shall be of the essence of this Agreement both as regards any dates, [times] and
periods mentioned and as regards any dates, [times] and periods which may be substituted
for them in accordance with this Agreement or by agreement in writing between the Seller
and the Purchaser.
14.8 Method of Payment

Wherever in this Agreement provision is made for the payment by one party to the other,
such payment shall be effected by crediting for same day value the account specified by
the payee to the payer reasonably in advance and in sufficient detail to enable payment by
telegraphic or other electronic means to be effected on or before the due date for payment.
14.9 Costs
14.9.1 The Seller shall bear all costs incurred by it [and the Sellers Group] in connection
with the preparation, negotiation and entry into of this Agreement[, the Tax
Indemnity] [and the Environment Indemnity] and the sale of the Shares.
14.9.2 The Purchaser shall bear all such costs incurred by it in connection with the
preparation, negotiation and entry into of this Agreement[, the Tax Indemnity] [and
the Environment Indemnity] and the purchase of the Shares.
14.10 [Stamp Duty, Fees and Taxes

The Purchaser shall bear the cost of all stamp duty[, any notarial fees] [and all registration
and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes
and duties are payable] as a result of the transactions contemplated by this Agreement.
The Purchaser shall be responsible for arranging the payment of such stamp duty [and all
other such fees, taxes and duties, including fulfilling any administrative or reporting
obligation imposed by the jurisdiction in question in connection with the payment of such
taxes and duties]. The Purchaser shall indemnify the Seller or any other member of the
Sellers Group against any Losses suffered by the Seller or member of the Sellers Group
as a result of the Purchaser failing to comply with its obligations under this Clause 15.10.]
14.11 Interest
If the Seller or the Purchaser defaults in the payment when due of any sum payable under
this Agreement, [or the Tax Indemnity] [or the Environment Indemnity] its liability shall be
increased to include interest on such sum from the date when such payment is due until the
date of actual payment (after as well as before judgment) at a rate per annum of [ ] per
cent [above the [base rate] from time to time of [name of bank]]. Such interest shall accrue
from day to day [and shall be compounded monthly].
14.12 Grossing-up of Indemnity Payments, VAT

14.12.1 All sums payable under this Agreement shall be paid free and clear of all
deductions, withholdings, set-offs or counterclaims whatsoever save only as may be
required by law. If any deductions or withholdings are required by law the party
making the payment shall (except in the case of interest payable under Clause
15.11 or the Purchase Price) be obliged to pay to the other party such sum as will
after such deduction or withholding has been made leave the other party with the
same amount as it would have been entitled to receive in the absence of any such
requirement to make a deduction or withholding[, provided that if either party to this
107
Agreement shall have assigned or novated the benefit in whole or in part of this
Agreement then the liability of the other party under this Clause 15.12.1 shall be
limited to that (if any) which it would have been had no such assignment or novation
taken place].
14.12.2 If any Tax Authority charges to Taxation [(or would charge to Taxation in the
absence of any Purchasers Reliefs available to the recipient)] any payment made
under this Agreement pursuant to an indemnity, compensation or reimbursement
provision [(including, for the avoidance of doubt, Clause 9.7)] (other than Taxation
attributable to a payment being treated [for the Purchaser] as an adjustment to the
consideration for the Shares under the terms of the Agreement) then, except to the
extent that the amount of the indemnity, compensation or reimbursement provision
has been increased to take account of the Taxation that will be charged on receipt,
the amount so payable shall be grossed up by such amount as will ensure that after
payment of the Taxation so charged [(or which would have been so charged if any
Purchasers Reliefs available to the recipient were ignored)] there shall be left a
sum equal to the amount that would otherwise be payable under this Agreement[,
provided that if either party to this Agreement shall have assigned or novated the
benefit in whole or in part of this Agreement then the liability of the other party under
this Clause 15.12.2 shall be limited to that (if any) which it would have been had no
such assignment or novation taken place.
14.12.3 [Where any payment made under this Agreement pursuant to an indemnity,
compensation or reimbursement provision (including, for the avoidance of doubt,
Clause 9.7) is paid to a person other than a party to this Agreement but is treated as
taxable in the hands of the party, the payer shall also pay to the party such sum as
shall reimburse such party for all Taxation suffered by it in respect of the payment[,
provided that if either party to this Agreement shall have assigned or novated the
benefit in whole or in part of this Agreement then the liability of the other party under
this Clause 15.12.3 shall be limited to that (if any) which it would have been had no
such assignment or novation taken place.]
14.12.4 The recipient of an amount paid under this Clause 15 shall claim from the
appropriate Tax Authority any exemption, rate reduction, refund, credit or similar
benefit (including pursuant to any relevant double tax treaty) to which it is entitled in
respect of any deduction or withholding in respect of which a payment has been
made pursuant to Clause 15.12.1 and, for such purposes shall, within any
applicable time limits, submit any claims, notices, returns or applications and send a
copy thereof to the payer.
14.12.5 If the recipient of a payment made under this Agreement receives a credit for or
refund of any Taxation payable by it or similar benefit by reason of any deduction or
withholding for or on account of Taxation then it shall reimburse to the other party
such part of such additional amounts paid to it pursuant to Clause 15.12.1 above as
the recipient of the payment certifies to the other party will leave it (after such
reimbursement) in no better and no worse position than it would have been if the
other party had not been required to make such deduction or withholding.
14.12.6 Where under the terms of this Agreement one party is liable to indemnify or
reimburse another party in respect of any costs, charges or expenses, the payment
shall include an amount equal to any VAT thereon not otherwise recoverable by the
other party, subject to that party using all reasonable endeavours to recover such
amount of VAT as may be practicable.
108
14.12.7 If any payment under this Agreement constitutes the consideration for a taxable
supply for VAT purposes, then in addition to that payment the payer shall pay any
VAT due.
14.13 Notices
14.13.1 Any notice or other communication in connection with this Agreement (each, a
Notice) shall be:
(i) in writing;
(ii) delivered by hand, fax, pre-paid first class post or courier [using an
internationally recognised courier company].
14.13.2 A Notice to the Seller shall be sent to the following address, or such other person or
address as the Seller may notify to the Purchaser from time to time:
[the Seller]
[Address]
Fax:
Attention: [Title]
14.13.3 A Notice to the Purchaser shall be sent to the following address, or such other
person or address as the Purchaser may notify to the Seller from time to time:
[the Purchaser]
[Address]
Fax:
Attention: [Title]
14.13.4 A Notice shall be effective upon receipt and shall be deemed to have been
received:
(i) [60] hours after posting, if delivered by pre-paid first class post
(ii) at the time of delivery, if delivered by hand or courier; or
(iii) at the time of transmission in legible form, if delivered by fax.
14.14 Invalidity
14.14.1 If any provision in this Agreement shall be held to be illegal, invalid or
unenforceable, in whole or in part, the provision shall apply with whatever deletion
or modification is necessary so that the provision is legal, valid and enforceable and
gives effect to the commercial intention of the parties.
14.14.2 To the extent it is not possible to delete or modify the provision, in whole or in part,
under Clause 15.14.1, then such provision or part of it shall, to the extent that it is
illegal, invalid or unenforceable, be deemed not to form part of this Agreement and
the legality, validity and enforceability of the remainder of this Agreement shall,
subject to any deletion or modification made under Clause 15.14.1, not be affected.
109
14.15 Counterparts
This Agreement may be entered into in any number of counterparts, all of which taken
together shall constitute one and the same instrument. The Seller and the Purchaser may
enter into this Agreement by signing any such counterpart.
14.16 Arbitration
[ICC Clause]
Subject to Clause 8 (Post-Closing Adjustments), any dispute arising out of or connected

with this Agreement, including a dispute as to the validity or existence of this Agreement
and/or this Clause 15.16, shall be resolved by arbitration in London conducted in English by
a single arbitrator pursuant to the rules of the International Chamber of Commerce, save
that, unless the Seller and the Purchaser agree otherwise, the arbitrator shall draw up, and
submit to them for signature, the Terms of Reference within 21 days of receiving the file.
The Terms of Reference shall not include a list of issues to be determined.
[LCIA Clause]

and/or this Clause 15.16, shall be resolved by arbitration in [Seat] conducted in [Language]
by a single arbitrator pursuant to the rules of the London Court of International Arbitration,
[save that, unless the Seller and the Purchaser agree otherwise, neither shall be required to
give general discovery of documents, but may be required only to produce specific,
identified documents which are relevant to the dispute].]
[UNCITRAL Clause]

and/or this Clause 15.16, shall be resolved by arbitration in [Seat] conducted in [Language]
by a single arbitrator pursuant to the rules of the United Nations Commission on
International Trade Law, save that, unless the Seller and the Purchaser agree otherwise: (i)
neither shall be required to give general discovery of documents, but may be required only
to produce specific, identified documents which are relevant to the dispute; and (ii) the
Seller and the Purchaser agree to waive any right of appeal against the arbitration award.
The appointing body shall be the [International Chamber of Commerce] [the London Court
of International Arbitration].
14.17 Governing Law and Submission to Jurisdiction

14.17.1 This Agreement and the documents to be entered into pursuant to it, save as
expressly referred to therein, and any non-contractual obligations arising out of or in
connection with the Agreement and such documents shall be governed by and
construed in accordance with the English law.
14.17.2 [Either: [Where there is no arbitration] Each of the Seller and the Purchaser
irrevocably agrees that the courts of England are to have exclusive jurisdiction to
settle any dispute which may arise out of or in connection with this Agreement [and
the documents to be entered into pursuant to it] and that accordingly any
proceedings arising out of or in connection with this Agreement [and the documents
to be entered into pursuant to it] shall be brought in such courts. [Each of the Seller
and the Purchaser irrevocably submits to the jurisdiction of such courts and waives
110
any objection to proceedings in any such court on the ground of venue or on the
ground that proceedings have been brought in an inconvenient forum.]
Or: [Where there is arbitration] Each of the Seller and the Purchaser irrevocably
submits to the non-exclusive jurisdiction of the courts of the [arbitration seat] to
support and assist the arbitration process pursuant to Clause 15.16, including if
necessary the grant of interlocutory relief pending the outcome of that process.
14.18 [Appointment of Process Agent

14.18.1 The Seller hereby irrevocably appoints [ ] of [ ] as its
agent to accept service of process in [ ] in any legal action or proceedings arising
out of this Agreement, service upon whom shall be deemed completed whether or
not forwarded to or received by the Seller.
14.18.2 The Seller agrees to inform the Purchaser in writing of any change of address of
such process agent within [14] days of such change.
14.18.3 If such process agent ceases to be able to act as such or to have an address in [ ],
the Seller irrevocably agrees to appoint a new process agent in [ ] acceptable to
the Purchaser and to deliver to the Purchaser within 14 days a copy of a written
acceptance of appointment by the process agent.
14.18.4 The Purchaser hereby irrevocably appoints [ ] of [ ] as

its agent to accept service of process in [ ] in any legal action or proceedings
arising out of this Agreement, service upon whom shall be deemed completed
whether or not forwarded to or received by the Purchaser .
14.18.5 The Purchaser agrees to inform the Seller in writing of any change of address of
such process agent within [28] days of such change.
14.18.6 If such process agent ceases to be able to act as such or to have an address in [ ],
the Purchaser irrevocably agrees to appoint a new process agent in [ ] acceptable
to the Seller and to deliver to the Seller within 14 days a copy of a written
acceptance of appointment by the process agent.
14.18.7 Nothing in this Agreement shall affect the right to serve process in any other
manner permitted by law [or the right to bring proceedings in any other jurisdiction
for the purposes of the enforcement or execution of any judgment or other
settlement in any other courts].]
In witness whereof this Agreement has been duly executed.
SIGNED by [ ]
on behalf of [insert name of
Seller]:
SIGNED by [ ]
111
on behalf of [insert name of
Purchaser]:
112
10.5 Text C
Smlouva o koupi akci
Tato smlouva byla uzavena dne 200

mezi:
1. [ ], spolenost zaloenou v [ ] se sdlem [ ] (dle jen
Prodvajc); a
2. [ ], spolenost zaloenou v [ ] se sdlem [ ] (dle jen
Kupujc).
Vzhledem k tomu, e:
(A) Prodvajc souhlasil, e akcie (definovan ne) prod a pevezme povinnosti uloen
touto smlouvou prodvajcmu;
(B) Kupujc souhlasil, e akcie koup a pevezme povinnosti uloen touto smlouvou
kupujcmu;
2 Dohoda o prodeji akci
2.1.1 S vhradou a za podmnek tto smlouvy prodvajc souhlas, e prod, a kupujc

souhlas, e koup akcie specifikovan v tto smlouv.
2.1.2 Akcie budou ze strany prodvajcho prodny se zrukou plnho vlastnictv, bez
jakhokoli zaten a se vemi prvy a vhodami, kter se k nim vztahuj k datu dokonen
transakce (zejmna vetn prva na veker dividendy nebo podly na zisku vyhlen,
rozdlovan nebo vyplcen k datu nebo po datu dokonen transakce).
2.1.3 Prodvajc je povinen zajistit, aby se oprvnn osoby k datu nebo ped datem
dokonen transakce neodvolateln vzdaly vekerch pedkupnch prv k akcim.
3 hrada
3.1 Cena
hrada za nkup akci dle tto smlouvy bude provedena v hotovosti a jej ve bude
odpovdat soutu:
3.1.1 stky [] (dle jen Cena za dokonen transakce); a

3.1.2 pravy istch aktiv.
3.2 Snen ceny
Bude-li prodvajc povinen kupujcmu uhradit njakou platbu souvisejc s nrokem

vyplvajcm z poruen tto smlouvy (vetn platby dle bodu 9.7) nebo s odkodnnm dle
tto smlouvy (nebo jin smlouvy uzaven na zklad tto smlouvy), bude tato platba
uhrazena ve form pravy ceny, kterou je povinen kupujc uhradit za akcie dle tto
smlouvy, piem se bude mt za to, e tato cena byla snena o vi takov platby.
113
6 Dokonen transakce
6.1 Datum a msto

S vhradou bodu 4 bude transakce dokonena v [as] v [msto] dne [datum] nebo
[ ] pracovn den po oznmen splnn nebo uputn od podmnky(-nek) dle bodu
4.1, podle toho, co nastane pozdji, nebo na jinm mst, v jinm ase a k jinmu datu,
kter mohou bt mezi kupujcm a prodvajcm sjednny.
6.2 Povinnosti podmiujc dokonen transakce

V termnu stanovenm pro dokonen transakce jsou prodvajc a kupujc povinni splnit
sv pslun povinnosti specifikovan v Ploze 5.
6.3 hrada za dokonen transakce

V termnu stanovenm pro dokonen transakce je kupujc povinen prodvajcmu uhradit
cenu za dokonen transakce.
6.4 Poruen povinnost podmiujcch dokonen transakce

Pokud prodvajc nebo kupujc nespln nkterou podstatnou povinnost dle bod 6.2 a 6.3
a Plohy 5, je kupujc (v ppad neplnn na stran prodvajcho) nebo prodvajc (v
ppad neplnn na stran kupujcho) oprvnn (krom vech ostatnch dostupnch prv
nebo prostedk npravy, vetn prva poadovat nhradu kody, a ani jsou tato prva a
prostedky npravy doteny) na zklad psemnho oznmen druh stran [doruenho
k datu dokonen transakce]:
6.4.1 ukonit tuto smlouvu (vyjma bod 1, 13 a 15.2 a 15.18), ani by mu vznikla njak
odpovdnost; nebo
6.4.2 v rmci monost transakci dokonit se zohlednnm neplnn, ke kterm dolo; nebo
6.4.3 stanovit nov datum pro dokonen transakce (maximln 20 pracovnch dn od
pvodnho sjednanho data pro dokonen transakce), piem ustanoven Plohy 5 budou
stejn platn i pro takto odloen dokonen transakce. K tomuto odloen me dojt
pouze jednou.
14.14 Neplatnost
14.14.1 Bude-li nkter ustanoven tto smlouvy zcela nebo zsti povaovno za
nezkonn, neplatn nebo nevykonateln, bude toto ustanoven aplikovno s vmazy nebo
pravami, kter budou nezbytn, aby toto ustanoven bylo zkonn, platn a vykonateln a
aby naplovalo obchodn zmr stran.
14.14.2 V rozsahu, v jakm nebude mon toto ustanoven zcela nebo zsti zruit nebo
upravit dle bodu 15.14.1, se bude mt za to, e toto ustanoven nebo jeho st v rozsahu,
v jakm bude nezkonn, neplatn nebo nevykonateln, netvo soust tto smlouvy,
piem zkonnost, platnost a vykonatelnost ostatnch ustanoven tto smlouvy nebude,
s vhradou vmaz nebo prav provedench dle bodu 15.14.1, dotena.
14.15 Stejnopisy
Tato smlouva me bt vyhotovena v libovolnm potu stejnopis, piem vechny

spolen tvo jeden stejn dokument. Prodvajc a kupujc mohou tuto smlouvu uzavt
podpisem kterhokoli stejnopisu.
114
14.16 Rozhod zen
[Doloka Mezinrodn obchodn komory (ICC)]

S vhradou bodu 8 (pravy po dokonen transakce) budou veker spory vyplvajc
z tto smlouvy nebo s n souvisejc, vetn spor ohledn platnosti nebo existence tto
smlouvy a/nebo tohoto bodu 15.16, vyeeny v rozhodm zen v Londn, kter bude
vedeno v anglickm jazyce, a to jednm rozhodcem dle du Mezinrodn obchodn
komory, krom toho, e pokud se prodvajc a kupujc nedohodnou jinak, rozhodce do 21
dn od obdren spisu zpracuje a pedlo jim k podpisu tzv. rozsah psobnosti (Terms of
Reference). Tento rozsah psobnosti nebude obsahovat soupis zleitost, kter je nutn
rozhodnout.
14.17 Rozhodn prvo a souhlas s jurisdikc
14.17.1 Tato smlouva a dokumenty, kter budou zpracovny na jejm zklad, vyjma tch,
ve kterch bude vslovn uvedeno nco jinho, a jakkoli nesmluvn povinnosti
vyplvajc z tto smlouvy a uvedench dokument nebo v souvislosti s nimi se d
anglickm prvem a v souladu s nm budou i vykldny.
14.17.2 Prodvajc i kupujc neodvolateln souhlas, e se za elem podpory rozhodho

zen dle bodu 15.16 podd nevhradn jurisdikci soud [v mst rozhodho zen],
vetn vydn pedbnho opaten a do rozhodnut v tomto zen, bude-li nezbytn.
Na dkaz toho byla dn vyhotovena tato smlouva.
115
10.6 Text D
Smlouva o nkupu akci
Tato Smlouva se uzavr dne 200

mezi:
1. [ ] spolenost zaloenou v [ ] se sdlem na adrese [ ]
(Prodvajc); a
2. [ ] spolenost zaloenou v [ ] se sdlem na adrese [ ]
(Kupujc).
Vzhledem k tomu, e:
(A) Prodvajc m zjem prodat Podly (v souladu s ne uvedenm vymezenm) a pevzt

zvazky uloen Prodvajcmu podle tto Smlouvy;
(B) Kupujc m zjem koupit Podly a pevzt zvazky uloen Kupujcmu podle tto
Smlouvy;
2 Dohoda o prodeji Podl
2.1.1 V souladu s podmnkami tto Smlouvy se Prodvajc zavazuje Podly prodat a

Kupujc se je zavazuje koupit.
2.1.2 Prodvajc Podly prod s plnou zrukou neexistence prvnch vad, prost Bemen a
spolu s vekermi prvy a vhodami s nimi spojenmi v okamiku Realizace (mimo jin
vetn prva obdret veker dividendy a distribuce vyhlen, proveden nebo vyplacen
v okamiku Realizace nebo pozdji).
2.1 3 Prodvajc je povinen zajistit, aby se jakchkoli a vekerch pedkupnch prv

k Podlm osoby, kter jsou z nich oprvnny, nejpozdji k okamiku Realizace
neodvolateln vzdaly.
3 Protiplnn
3.1 Ve
Protiplnn za nkup Podl podle tto Smlouvy pedstavuje penn stku rovnajc se
soutu nsledujcho:
3.1.1 [] (Realizan stka); a

3.1. 2 Vyrovnn istch aktiv.
3.2 Snen protiplnn
V ppad, e Prodvajc provede jakoukoli platbu ve prospch Kupujcho z titulu

jakhokoli nroku z jakhokoli poruen tto Smlouvy (vetn platby proveden podle
bodu 9.7) nebo na zklad zvazku odkodnn podle tto Smlouvy (nebo jakkoli
smlouvy uzaven podle tto Smlouvy), tato platba se provede prostednictvm pravy
116
protiplnn zaplacenho Kupujcm za Podly podle tto Smlouvy a protiplnn se povauje
za snen o stku takovto platby.
6 Realizace
6.1 Datum a msto

V souladu s lnkem 4 se Realizace uskuten v [as] v [msto] dne [datum], nebo v
[ ] Pracovn den po oznmen splnn nebo prominut podmnky/podmnek
stanovench v bodu 4.1, podle toho, co nastane pozdji, nebo na takovm jinm mst, v
jinm ase nebo k jinmu datu, na kterch se Kupujc a Prodvajc ppadn dohodnou.
6.2 Udlosti pi realizaci

Po Realizaci jsou Prodvajc a Kupujc povinni plnit sv pslun povinnosti stanoven
v Ploze 5.
6.3 Platba pi realizaci

Po Realizaci je Kupujc povinen Prodvajcmu zaplatit Realizan stku.
6.4 Poruen zvazk pi realizaci

V ppad, e Prodvajc nebo Kupujc nespln jakkoli podstatn zvazek vyplvajc
z ustanoven bod 6.2 a 6.3 a Plohy 5, pak Kupujc v ppad nesplnn ze strany
Prodvajcho, nebo Prodvajc v ppad nesplnn ze strany Kupujcho, je oprvnn
(vedle vekerch ostatnch prv nebo oprvnn, kter jsou k dispozici, vetn prva
poadovat nhradu kody, a ani by tm byla tato prva a oprvnn dotena) psemnm
oznmenm danm druh stran [doruenm k Datu realizace]:
6.4.1 ukonit tuto Smlouvu (s vjimkou lnk 1 a 13 a bod 15.2 a 15.18) bez
odpovdnosti ze sv strany; nebo
6.4.2 uskutenit Realizaci v takovm rozsahu, v jakm to bude provediteln s ohledem na
neplnn, k nmu dolo; nebo
6.4.3 stanovit nov datum pro Realizaci (kter nebude vce ne 20 Pracovnch dn po
dohodnutm datu pro Realizaci), v ktermto ppad se na takto odloenou Realizaci
vztahuj ustanoven Plohy 5, piem vak k tomuto odloen me dojt pouze jednou.
14.14 Neplatnost
14.14.1 V ppad, e se jakkoli ustanoven tto Smlouvy povauje za protiprvn,

neplatn nebo nevynutiteln, a zcela nebo zsti, uplatn se toto ustanoven s jakmkoli
vyputnm nebo jakoukoli pravou, kter jsou nezbytn k tomu, aby toto ustanoven bylo
zkonn, platn a vynutiteln a aby se uskutenil obchodn zmr stran.
14.14.2 V takovm rozsahu, v jakm nen mon dan ustanoven zcela nebo zsti
vypustit nebo upravit podle bodu 15.14.1, pak se m za to, e toto ustanoven nebo jeho
st v takovm rozsahu, v jakm je nezkonn, neplatn nebo nevynutiteln, netvo
soust tto Smlouvy a zkonnost, platnost a vynutitelnost zbvajcch ustanoven tto
Smlouvy tm nebude dotena, s ohledem na jakkoli vyputn nebo pravu proveden
podle bodu 15.14.1,.
14.15 Vyhotoven
117
Tato Smlouva me bt uzavena v jakmkoli potu vyhotoven, piem vechna tato
vyhotoven spolen tvo jeden a tent dokument. Prodvajc a Kupujc mohou tuto
Smlouvu uzavt tm, e podep kterkoli takov vyhotoven.
14.16 Rozhod zen
[Doloka ICC]
V souladu s lnkem 8 (Vyrovnn po Realizaci) plat, e jakkoli spor vyplvajc z tto
Smlouvy nebo s n souvisejc, vetn sporu ohledn platnosti nebo existence tto Smlouvy
a/nebo tohoto bodu 15.16, bude vyeen prostednictvm rozhodho zen provedenho
v Londn v anglickm jazyce jedinm rozhodcem podle pravidel Mezinrodn obchodn
komory (ICC), piem plat, e nedohodnou-li se Prodvajc a Kupujc jinak, rozhodce
sepe a pedlo jim k podpisu Referenn podmnky do 21 dn od obdren spisu.
Referenn podmnky nezahrnuj seznam otzek, o kterch se m rozhodnout.
16.17 Rozhodn prvo a podzen se pravomoci
16.17.1 Tato Smlouva i dokumenty, kter se maj podle n uzavt, s vjimkou toho, co je
v nich vslovn uvedeno, i jakkoli nesmluvn zvazky vyplvajc ze Smlouvy nebo
tchto dokument nebo s nimi souvisejc se d anglickm prvem a v souladu s nm se i
vykldaj.
16.17 2 Prodvajc a Kupujc se oba neodvolateln podizuj nevhradn pravomoci

soud v [msto rozhodho zen] na podporu a na pomoc rozhodmu zen podle bodu
15.16, vetn piznn, v ppad poteby, pedbnho opaten a do vsledku tohoto
zen.
Na dkaz toho tuto Smlouvu jej strany dn podepsaly.
118

Translating Contracts Smejkalova

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Masaryk University

English Language and Literature

Supervisor: PhDr. Jarmila Fictumov

somehow persists, mainly due to its so called vices unintelligibility or wordiness.

of business terms can be found an official-looking piece of paper divided in articles,

customer. The society is inter-bound by an enormous number of agreements, arrangements

regulations and laws priests lawyers are still somewhere near.

Internationalisation of society has brought closer contacts among foreign countries

means of private regulations set by bi- or multi-lateral contracts by the individuals

big issue and the main activity of numerous translation agencies.

Nowadays, English is the Latin of today. It is the main language of international

comes from an English-speaking environment but even when no native English-speaking

ordinary English does not mean a mastery of legal English.

the experiment. The experiment is based on an analysis of translations of contracts by

of the concepts or the style or understandability of the TL text.

understatement we want to call lawyers a population of a kind). It is a specialized language

universal language of law that would be comprehensible to all languages.

Law is a system that is bound to a particular state or organization. Language of law,

same holds for the Czech smlouva (contract) or zstava (pawn).

the Czech law is a member of the civil law family.

described as normative, performative and technical.

arrangements, relationships, procedures and patterns of behaviour that are to be followed in

the legal norms to their addressees.

courts judgement or in front of a clerk or a priest during the marriage ceremony.

The chief differences may be discussed in relation to the following aspects:

a) specific vocabulary terminology issues

the language-of-law-speaking community, legislation, for example, is influenced by people

of the legal language users may be described as follows:

to the judges or court clerks vy soudn ednci)

and when talking to one another)

found in judicial decisions not in legislation).

by lawyers when talking to one another about legal matters.

legal fraternity (Tiersma 1999, 51).

therefore governed by these characters.

Vilm Mathesius. He defines style as individual, unifying character found to be present in

structure and specific vocabulary.

2.3.1 Syntactical Structure of the Language of Law

4. words having specific legal meaning, specific meaning in another specialized

language as well as ordinary meaning

5. words with neutral meaning

1. words with ordinary meaning

2. words with both specific legal meaning and ordinary meaning

3. specific legal vocabulary

To complete the enumeration of characteristics of legal language, Mellinkoff (1963, 11)

from law, it has not disappeared from the language of law.

impersonality, extensive use of declarative sentences, negative and passive constructions.

e.g. judges calling judges of the same rank brethren.

Although it is typical of legal language to consist of unusually long sentences, there

summaries of particular facts of cases. Complexity of legal English documents may be

18) classify it as follows:

either in reality or conceptual;

semi-technical terms and shared, common or unmarked vocabulary

no application outside. They can be one-word terms (barrister) or whole

adapted. Therefore, a number of terms is often left untranslated (e.g.

estoppel, trust) (Alcaraz and Hughes 2002, 17).

b) Semi-technical or mixed terms: words or phrases that have acquired

additional meaning in addition to their common meanings (issue,

needs of the society.

c) Everyday vocabulary found in legal texts (paragraph, subject-matter).

is Anglo-Saxon such as bequeath, manslaughter, oath or writ.2 Besides vocabulary, a

typical Anglo-Saxon feature alliteration is to be found in legal English. Its usage is

etc. (Mellinkoff 1963, 13).

Although numerous words of Latin, Anglo-Saxon or Viking origin may be found in

(lessee, condemnee) to a verb.