Basic Functional Words & Expressions in Contract
詞匯解釋引自BLACK’S LAW DICTIONARY SEVENTH EDITION (BLD7)
1 介詞合成詞（here/there/where+介詞）
1.1 here 系列
hereafter, adv. 1. From now on; henceforth <because of the highway construction, she will hereafter take the bus to work>. 2. At some future time <the court will hereafter issue a ruling on the gun’s admissibility1>. 3. HEREINAFTER <the exhibits2 hereafter referred to as Exhibit A and Exhibit B>.
hereby, adv. By this document; by these very words <I hereby declare my intention to run for public office>.
herein, adv. In this thing (such as a document, section, or matter) <the due-process arguments stated herein should convince the court to reverse the judgment>.
hereinafter, adv. Later in this document <the buyer agrees to purchase the property described hereinafter>. – Also loosely termed hereafter.
hereof, adv. Of this thing (such as a provision or document) <the conditions hereof are stated in section 3>.
hereto, adv. To this document <the exhibits are attached hereto>.
heretofore, adv. Up to now; before this time <a question that has not heretofore been decided>.
hereunder, adv. 1. Later in this document <review the provisions hereunder before signing the consent form>. 2. In accordance with this document <notice hereunder must be provided within 30 days after the loss>.
herewith, adv. With or in this document <enclosed herewith are three copies>.
1.2 there 系列
thereabout, adv. Near that time or place <Schreuer was seen in Rudolf Place or thereabout>.
thereafter, adv. Afterward; later <Skurry was thereafter arrested>.
thereat, adv. 1. At that place or time; there. 2. Because of that; at that occurrence or event.
thereby, adv. By that means; in that way <Blofeld stepped into the embassy and thereby found protection>.
therefor, adv. For it or them; for that thing or action; for those things or actions <she lied to Congress but was never punished therefor>.
therefrom, adv. From that, it, or them <Hofer had several financial obligations to Ricks, who refused to release Hofer therefrom>.
therein, adv. 1. In that place or time <the Dallas/Fort Worth metroplex has a population of about 3 million, and some 20,000 lawyers practice therein>. 2. Inside or within that thing; inside or within those things <there were 3 school buses with 108 children therein>.
thereinafter, adv. Later in that thing (such as a speech or document) <the book’s first reference was innocuous3, but the five references thereinafter were libelous4 per se5>.
thereof, adv. Of that, it or them <Although the disease is spreading rapidly, the cause thereof is unknown>.
thereon, adv. On that or them <Michaels found the online reports of the cases and relied thereon instead of checking the printed books>. – Also termed thereupon.
thereto, adv. To that or them <the jury awarded $750,000 in actual damages, and it added thereto another $25,000 in punitive damages>. – Also termed thereunto.
theretofore, adv. Up to that time <theretofore, the highest award in such a case has been $450,000>.
thereunder, adv. Under that or them <on the top shelf were there books, and situated thereunder was the missing banknote> <section 1988 was the relevant fee statue, and the plaintiffs were undeniably proceeding thereunder>.
thereupon, adv. 1. Immediately; without delay; promptly <the writ of execution issued from the court, and the sheriff thereupon sought to find the judgment debtor>. 2. THEREON. 3. THEREFORE.
1.3 where 系列
whereat, conj. 1. At or toward which <the point whereat he was aiming>. 2. As a result of which; whereupon <Pettrucione called Bickley a scurrilous7 name, whereat a fistfight broke out>.
whereby, conj. By which; though which; in accordance with which <the treaty whereby the warring nations finally achieved peace>.
wherefrom, conj. From which <the students sent two faxes to the president’s office wherefrom no reply ever came>.
wherein, conj. 1. In which; where <the jurisdiction wherein Lynn practices>. 2. During which <they listened intently at the concert, wherein both of them became convinced that the composer’s “new” work was a fraud>. 3. How; in what respect <Fallon demanded to know wherein she had breached any duty>. – wherein, adv.
whereof, conj. 1. Of what <Judge Wald knows whereof she speaks>. 2. Of which <citations whereof even the most responsible are far afield from the true issue>. 3. Of whom <judges whereof only the most glowing words might be said>.
whereon, conj. On which <the foundation whereon counsel bases this argument>. – Also termed whereupon.
whereto, conj. To what place or time <at first, Campbell did not know whereto he was being taken>. – Also termed whereunto. –whereto, adv.
whereupon, conj. 1. WHEREON <the precedent whereupon the defense bases its argument>. 2. Soon after and as a result of which; and then <a not-guilty verdict was announced, whereupon a riot erupted>.
wherewith, conj. By means of which <the plaintiff lacked a form of action wherewith to state a compensable claim>.
2 引導詞
2.1 前言引導詞WITNESSETH, Whereas, Therefore;
witnesseth, vb. Shows; records. ● This term, usu.8 set in all capitals, commonly separates the preliminaries in a contract, up through the recitals9, from the contractual terms themselves, but modern drafters increasingly avoid it as an antiquarian relic10. Traditionally, the subject of the verb was This Agreement: the sentence, boiled down, was This Agreement witnesseth [i.e., shows or records] that, whereas [the parties have agreed to contract with on another], the parties therefore agree as follows …. Many modern contracts erroneously retain the Witnesseth even though a new verb appears in the preamble11: This Agreement is between [one party and the other party]. After the preamble is a period, followed by an all-capped WITNESSETH. It is an example of a form retained long after its utility, and most lawyers do not know what it means or even what purpose it once served.
whereas, conj. 1. While by contrast; although <McWilliams was stopped at 10:08 p.m. wearing a green hat, whereas the assailant had been identified at 10:04 p.m. wearing a black hat>. 2. Given the fact that; since <Whereas, the parties have found that their 1994 agreement did not adequately address incidental expenses …; Now, Therefore, the parties agree to amend the 1994 agreement as follows ….>. ● In sense 2, whereas is used to introduce contractual recitals and the like, but modern drafters increasingly prefer a simple heading, such as “Recitals” or “Preamble”, and in that way avoid the legalistic whereas. – whereas (recital or preamble), n.
therefore, adv. 1. For that reason; on that ground or those grounds <a quorum12 was not present; therefore, no vote was taken>. 2. To that end <she wanted to become a tax lawyer, and she therefore applied for the university’s renowned LL.M program in tax>. –Also termed thereupon.
2.2 結束引導詞in witness/testimony whereof, NOW THESE PRESENTS WITNESS;
witness, n. 1. One who sees, knows, or vouches for something <a witness to the accident>. 2. One who give testimony, under oath or affirmation (1) in person, (2) by oral or written deposition, or (3) by affidavit13 <the prosecution called its next witness>. – witness, v.
3 指示詞
3.1 上述指示foregoing, aforesaid, the said, aforementioned, above-mentioned, in question;
3.2 下述指示follows, as below, the following;
3.3 依據指示according to, under, subject to, in accordance with, as per, as provided in, pursuant to , in compliance with;
as per. In accordance with; PER(3). ● This phrase has traditionally been considered a barbarism, per being the preferred form in commercialese <per your request>. But even per can be improved on <as you requested>.
3.4 范疇指示in respect of, in respect thereof, with respect to, as regards, pertinent, relevant;
pertinent, adj. Pertaining16 to the issue at hand; relevant <pertinent testimony>.
3.5 主體指示in favor of, on behalf of;
3.6 目的指示in confirmation of
3.7 重申指示say, to-wit
to wit (too wit), adv. Archaic. That is to say; namely <the district attorney amended the complaint to include embezzlement17, to wit, “stealing money that the company had entrusted to the accused”>. – Sometimes spelled to-wit; towit.
4 限定詞
4.1 范疇限定including but not limited, including, without limitation, including by way of illustration but not limitation;
4.2 時間限定prior to, no later than, on or before, on and after
4.3 效果限定without prejudice to
without prejudice, adv. Without loss of any right; in a way that does not harm or cancel the legal rights or privileges of a party <dismissed without prejudice>. See dismissal without prejudice under DISMISSAL
5 關系詞
5.1 因果關系attributable to, due to, owing to, by virtue of, in view of, because of, on account of, considering, in consideration of;
5.2 轉折關系notwithstanding, in spite of, despite;
5.3 讓步關系whatsoever, wheresoever and howsoever
5.4 替代關系in lieu of, in place of, instead of
in lieu of. Instead of or in place of; in exchange or return for <the creditor took a note in lieu of case> <the defendant was released in lieu of $5,000 bond>.
6 情態動詞must, shall, may;
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