Lesson 4: Use of legal English in a deed of assignment

The document for this lesson is complicated and it is not necessary to read and understand all of it. It has been included because it shows how legal English is used in a formal document, in this case the transfer of the remaining part of a lease from one person (the existing tenant) to another (the new tenant). Where a legal interest is moved in this way, it is called an assignment of a lease. The existing tenant is called the assignor and the new tenant is called the assignee. The owner of the land must give their consent to the assignment, so the document is called a licence to assign.

In the previous lessons, we saw how legal English is different from general English and in this lesson we will see further examples of this kind of use. The document has numbered paragraphs and those numbers have been used in this lesson. I have also highlighted some words in the document that are referred to here. All you have to do is look at the highlighted words that have been referred to in this lesson. I have used a number in brackets in the text below - for example (13.1.1) or (paragraph 16) - so please look at the licence and at the highlighted words in that paragraph.

Lawyers use words differently

The licence gives some examples of how some general English words have a different meaning when lawyers use them in a legal document.

Assignment In general English, an assignment is a task or a piece of work that is given to someone to do, like a homework assignment. In legal English, an assignment is the transfer of a legal right or benefit. Here it is the assignment of a legal interest in land.

Completion In general English, completion is the process of ending something, such as the completion of a school or a new road. In legal English, completion is the moment when land is transferred by one person to another, or when a document takes effect.

Execution In general English, an execution is where someone is deliberately killed. To execute also means to carry out a task. In legal English, a deed or other formal document is executed when it is signed.

Delivery In general English, delivery is where something is carried to your house, such as a parcel or takeaway food. In legal English, delivery is an intention by the parties that a document is legally binding. The final line of the assignment says it has been “duly executed and delivered as a deed”, followed by the signatures, which show that the parties intend the document to be legally binding.

Use of prepositions

General English has many prepositions - words that show a relationship between two things, which could be the relative location, position, direction, or time. Most of the time these are very straightforward. A contract is an agreement between two or more parties, that can be for the sale of goods, to be delivered from the shop by the seller to the customer on a day, with great care, in good condition ready for resale, under agreed sale terms and below a ceiling price. Legal English is no different in its use of prepositions, but great care must be taken over their use.

The words in and within may appear similar. I am writing this lesson in my office. I could equally well say I am writing this lesson within my office. In both cases I am stating where I am writing this. I am in my office and I am also within my office.

However, when it refers to a period of time the words are used differently. If a contract says

The cars will be delivered in 14 days

the cars can be expected to arrive 14 days after the date of the contract, in 14 days’ time. But if the contract says

The cars will be delivered within 14 days

the cars may arrive on any day up to day 14. It could be on the next day, or a week later, or 10 days later.

The licence document for this lesson uses within 28 days (7.1.1), within one month (7.1.3), within three months (11.1) and within six months (9.1.2), and in each case it is giving a maximum length of time for the specified action to have taken place.

It also uses within to state a location (within the UK, paragraph 12) and within a list of items (Class A of the Use Classes Order, paragraph 4).

The words on and upon also seem similar. I can say I am sitting on my chair and also upon my chair. When used about time, the words are used differently, as shown in the licence. The Landlord’s costs are to be paid on [that means, on the day of] the grant of the licence (6.1). But upon is used to say that X must be done if Y happens. So in paragraph 10.2 a new lease must be granted upon disclaimer of the old lease. Upon here identifies an event rather than a position. When the old lease disclaims (ends) the new lease must be granted.

The licence also uses a combination of prepositions. On and from the date of completion, the new tenant must comply with the conditions of the lease (paragraph 5.2) (this means on the day of completion and every day after that day). From time to time (para 2.6) is used about things that may change in the future, and in that paragraph it refers to any legislation that is referred to in the licence that the parties are to comply with. We know that statutes change over time, so the phrase from time to time is used to show that all future versions of that statute are to be followed by the parties, not just the version that was in force on the date of the licence.

Under is used in general English to locate a place or position (the dog was under the table) but lawyers us it to refer to something that is an authority to be followed such as a contract term, a statute or a court decision. The licence uses the word in this way:

under title number KT3123398 (definition section)

under the 1995 Act (paragraph 5.2)

sums due under the lease (9.1.1)

notices served under this licence (12)

Another way of saying this is the phrase in accordance with, which is also a preposition. The licence uses this phrase at paragraph 9.1.1. In fact it uses both prepositions:

9.1.1 the Assignee will pay all rents and other sums due under and in accordance with the Lease

but it is not necessary to use both.

The licence uses yet another alternative to under and in accordance with, the prepositional phrase pursuant to.

It is used many times in paragraphs 9 and 10, for example:

the Tenant’s Guarantor confirms that this licence is not granted pursuant to a prior agreement. (paragraph 10.2)

The last multi-word preposition I will point out that appears in the licence is the phrase in relation to which appears in paragraphs 9 and 10, for example:

the Tenant will have no liability in relation to the surrendered part for any period after the date of the surrender (paragraph 10.3.4).

In each case, the phrase could be replaced with the simple preposition for.

Use of phrasal verbs

The licence has a few phrasal verbs, which are verbs plus a preposition, that are frequently used by lawyers and so are good to know and use.

Terms set out in this licence (paragraph 3)

To indemnify the Landlord against any liability (5.3)

The Tenant covenants with the Landlord (6)

The Landlord served on the Tenant (9.2.1)

Complying with the requirements of the Act (9.2.1)

Commencing on the date of the disclaimer (9.1.2)

any variation of, addition to or reduction from the terms of the Lease (9.3.3)

the Tenant is released from its obligations (10.1)

enter into a new lease (10.2)

sent by first class post … sent from within the United Kingdom (12)

this licence confers rights on any person (13)

Some technical terms

Joint and several (2.2) Where many people have made the same covenant or promise to do or not to do something and they are later in breach of that promise, they are liable and can be sued jointly as a group (joint liability) or individually (several liability).

Successors in title (4) Anyone who takes over the legal ownership of a property from someone else. If Mr Smith sold his house to Mr Jones, then Mr Jones would be Mr Smith's successor in title. If Mr Jones then sold the home to Mrs Brown, Mrs Brown would be a successor in title to both Mr Jones and Mr Smith.

Two working days after posting (12). A working day is any week day (Monday to Friday) that is not a public holiday. Paragraph 12 sets out the rule about when a notice is treated as being delivered after it has been posted. If a notice is posted on a Monday it is treated as if it was delivered on Wednesday. If a notice is posted on Friday it is treated as if it as delivered on Tuesday (because weekends are not working days). If the Monday was a public holiday, the notice was treated as if it was delivered on Wednesday.

Summary

That was hard work today. Well done! It was our first look at a real-life legal document that was drafted by a lawyer, and I included it so you could see legal English in action. The course includes many real legal documents that will help you to learn legal English in real scenarios.