Encyclopedic Guide to Commercial Law and Contractual Terminology

Legal and Business Terminology and Definitions

Ascertain: To find out.
Binding: Which must be obeyed because it is accepted in law.
Buy s.o. out: To pay someone for their share in a business to get control of it.
Due: Owed, payable.
Enforceable: A clause which can form the basis of a court action if broken.
With immediate effect: At once, immediately.
Assume: To think that something is correct without having checked.
Clarify: To make clear, explain.
Consistent with: In agreement with.
Detrimental to: Harmful to.
Draft: A rough written version of something not yet in its final form.
Entitlement: A legal right to have or do something.
Express: Clearly and openly said or written down.
Gardening leave: A period when someone doesn't go to work but remains employed to stop them working for a competitor.
Instalment: One of a number of payments made regularly over time.
Invoke: To use a clause for its intended purpose.
Poach staff: To recruit employees from another, usually competing, company.
To that effect: A phrase used to show you are giving the general meaning of something.
Waive: To choose not to demand something, even though you have a legal right to do so.
Comply with: To obey a rule or contractual promise.
Invoice: A bill showing what the customer must pay.
Offer: Saying you are willing to make a contract.
Reject: Refuse to accept.
Surrender: Give back.
Duration: Length (of time).
Undertake: Promise.
Consent: Agreement.
Commence: Begin.
Leave: Holiday.
Be entitled to: Have the right to.
Provisions: Terms.
In lieu of: In place of.
Inoperative: Invalid.
Sole trader: A self-employed person who does not have to register their business.
Tangible assets: Physical assets that can be contributed as capital, such as machinery.
Liquidator: A person appointed by the court to manage the affairs of a bankrupt company.
Indemnify: To hold a person safe or secure against a risk.

Common Business and Legal Collocations

Register: A company / Register a company.
Run: A company / Run a company.
Raise: Capital / Raise capital.
Contribute: Capital / Contribute capital.
Submit: An application / Submit an application.
Reject: An application / Reject an application.
Draw up: A contract / A partnership agreement.
Impose: Restrictions / Impose restrictions.
Incur: Debts / Costs.
View: The register of companies / View the register of companies.
Inspect: The register of companies / Inspect the register of companies.
Obtain: A certificate of incorporation / Obtain a certificate of incorporation.
Issue: Shares / Issue shares.
Hold: Shares / Hold shares.
Conduct: Business / Conduct business.

Contractual Clauses and Employment Provisions

Confidentiality: The employee must not make company trade secrets known to third parties.
Competition (Non-compete): The employee undertakes not to work for a competing firm for a specified period.
Term of employment: States when the service commences and how long it continues.
Absence: Outlines the rules for certificated illness and continuation of full pay.
Leave entitlement: Details the number of paid holidays the employee gets.
Duties: Explains the employee's job title and responsibilities.
Applicable law: States which country's law governs the contract.
Severance (Separability): Ensures that if one provision becomes invalid, the rest of the contract remains valid.
Delivery: Sets out delivery times and penalties if the seller is late.
Minimum Orders: The purchaser undertakes to order a minimum amount.
Price: States the binding price for the goods.
Termination: Defines when and how the agreement can be ended.
Warranties: A guarantee that the goods will comply with specifications.
Warranty of title: The seller guarantees they have the right to sell the goods and they are free from third-party claims.

Legal Adjectives and Their Opposites

Valid vs. Invalid: Whether something is legally binding or null.
Lawful vs. Unlawful: Whether something is permitted by law or illegal.
Enforceable vs. Unenforceable: Whether a clause can be used as a basis for court action.
Satisfied vs. Dissatisfied: Whether expectations or conditions have been met.
Reconcilable vs. Irreconcilable: Whether differences or terms can be brought into agreement.
Affected vs. Unaffected: Whether someone or something is influenced by a change or ruling.
Effective vs. Ineffective: Whether a measure achieves its intended result.
Foreseeable vs. Unforeseeable: Whether an event could be reasonably predicted.
Partial vs. Impartial: Being biased versus being neutral and fair.
Confirmed vs. Unconfirmed: Whether information has been verified.
Correct vs. Incorrect: Whether something is true/accurate or false.
Complete vs. Incomplete: Whether all necessary parts are present.
Reasonable vs. Unreasonable: Whether an action is fair and sensible.
Satisfactory vs. Unsatisfactory: Whether the quality is acceptable or not.