ESL商务英语: ESL Podcast 288 – A Business Contract

ESL Podcast 288 – A Business Contract

GLOSSARY 1

contract – a written agreement between two or more people, businesses, ororganizations* Many cell phone companies make their customers sign a six-month or one-yearservice contract.

party – a person, business, or organization that signs a contract* Most rental 2 agreements have two parties: the property owner and the renter.

terms – conditions; the specific requirements that are in a contract* According to the terms of this agreement, the company must send us reports every two weeks.

in the best interest of (someone or something) – good for someone orsomething; what someone or something needs to do or to have done* It’s in the best interest of the company to be involved in the local community.

to be signed – to have individuals write their names at the end of a contract toshow that they officially agree with what the contract says* Once the marriage certificate is signed, you’ll officially be married.

to proceed – to continue with something; to move toward finishing something* After the opening speech, the conference will proceed with a lecture by Dr.

Chang.

article – one section in a contract* If everyone will turn to page five, I’ll talk briefly 3 about each of the seven articles.

clause – a sentence or a part of a sentence in a contract that says what must bedone, or what must not be done* Did you know that the contract has a clause saying that you’ll have to pay $300if you cancel your Internet service during the first three months?

objectionable – something that one cannot agree to because it is inappropriate,wrong, or offensive* Mindy thought that her son was reading a book with objectionable material.

in order – all right; without any problems; okay* Welcome to our hotel.  We hope you’ll find everything in the room to be inorder.

stipulation 4 – something that one says must be done, or that must be included ina contract* When we rented out the apartment, one of our stipulations was that the rentermust live there for at least one year.

to declare – to say something officially and clearly* The judging panel declared Serena to be the winner of the art contest.

null and void – not valid 5; cancelled; not applicable* The employment contract became null and void when the employee was founddrinking at work.

to bring (something) up – to mention something; to talk about something; tointroduce an idea in a conversation* Don’t forget to bring up your idea at the meeting this afternoon.

sticking point – something that people cannot agree on; a disagreement thatmust be resolved (fixed) before a contract can be signed* The two co-owners of the business reached a sticking point when they disagreed about whether they should open a new store location.

negotiations 6 – formal discussions between two people or organization as they try to reach an agreement or write a contract* Sometimes the United Nations tries to help other countries in their peacenegotiations.

compromise – an agreement made by having each person or organization giveup something, so that neither one gets everything they want, but they are able toreach a satisfactory agreement* Anana wanted to buy a small apartment, but her husband wanted to buy a very large home, so they made a compromise and bought a small home.

COMPREHENSION QUESTIONS1.  What was a difficult part of the contract negotiations?

a)  The objectionable clauses.

b)  The order of the articles.

c)  The terms for ending the contract.

2.  Why does Violet say that it is important to agree to all the terms?

a)  Because they need the terms to have the parties.

b)  Because each party needs to know what it’s signing.

c)  Because they must determine the length of the contract.

______________WHAT ELSE DOES IT MEAN?

articleThe word “article,” in this podcast, means one section in a contract: “Please turnto Article Two, which discusses when payments will be made.”  An “article” is also one story or one piece of writing in a newspaper or magazine: “Did you readthe article about the whales that swam into the Sacramento River?”  Or, “This magazine pays writers $75 for each published article.”  The word “article” canalso refer to one piece of something in a set: “How many articles of clothing areyou bringing for our weekend trip?”  Or, “Make sure that you don’t forget yourtoothbrush when you pack your bathroom articles.”  Finally, when we discuss English grammar, the words “a” and “an” are “indefinite articles,” and the word“the” is a “definite article.”

in orderIn this podcast, the phrase “in order” means all right or okay, without any problems: “If the contract is in order, please sign your name on this line.”  Thephrase “in order” can also mean logically organized: “Please put these cards inorder alphabetically 7 by the customer’s last name.”  Or, “These files need to beput in order by date.”  The phrase “in order to do (something)” is a formal way tosay “to do (something)”: “They had to buy a bigger car in order to have enoughseats for their growing family.”  If something is “out of order,” it is not organizedlogically and neatly 8: “How did these papers get out of order?”  Another meaningof “out of order” is not working correctly: “The public phone is out of order, butyou can use the one in my office.”

CULTURE NOTEIn the United States, companies use contracts to work with other companies andindividuals.  But sometimes these contracts are “breached 10” (broken) before thework is finished.  Contract breaches 11 happen when people or businesses decideto stop working on the project before it is finished, or when people or businesses “violate” (go against) one or more of the terms of the contract.  Most contracts have an article titled “breach 9 of contract” to describe the “remedies,” or whatshould happen if the contracts are breached.

The first remedy for a breach of contract is often “mediation,” where each party that signed the contract must meet with a “mediator,” or a person who helps themtry to reach agreement and understanding so that the work can continue.  Ifmediation doesn’t work, then one of the parties will often “file a lawsuit 12.”  “To filea lawsuit” means to take the other party to court to “recover” (get back) its “monetary 13 damages.”  “Monetary damages” are the amount of money that thecompany believes it has lost as a result of the breached contract, so it demands that the other party pay back that money.  The “judge” (the person who makes alegal decision in the court) decides how much those monetary damages shouldbe.

Because a signed contract is a “binding agreement” (a document that has legalpower), the remedies that are described in the article regarding “breach ofcontract” must be followed.  That’s why it is very important to read this sectionbefore signing a contract.  You need to know what will happen if you have tobreach the contract in the future.

______________Comprehension Questions Correct Answers:  1 – c; 2 – b

COMPLETE TRANSCRIPTWelcome to English as a Second Language Podcast number 288: A Business Contract.

This is English as a Second Language Podcast number 288.  I'm your host, Dr.

Jeff McQuillan, coming to you from the Center for Educational Development inbeautiful Los Angeles, California.

Remember to visit our website at eslpod.com, and download a Learning Guidefor this podcast.  You can also visit our ESL Podcast Store, where you canpurchase some additional specialty 14 courses that we think you'll be interested in.

Our episode is called “A Business Contract.”  It's a dialogue between two people– two business people – who are coming to an agreement about something. Let's get started.

[start of story]

Violet:  Thanks for agreeing to meet with me about the new contract.  It’s important that both parties understand and agree to all of the terms before wecan move ahead.

Karik:  It’s in the best interest of both of our companies for this agreement to besigned, so I’m glad to be here.  How should we proceed?

Violet:  You and I have both read the contract, but I think it’s useful to go over themain articles to make sure there aren’t any clauses that are objectionable.  Ifyou’ll take a look at Article One...  .......

Karik:  This looks in order.  The stipulations we asked for are all there.  Now if wecan move to Article Six, I have a question about the conditions for declaring thecontract null and void.

Violet:  I’m glad you brought that up.  I know that this was a sticking point duringthe negotiations and I believe we’ve found an acceptable compromise. Karik:  I’m sure you have.  Let’s take a look.

[end of story]

Our dialogue is between Violet and Karik; Violet begins by saying to Karik,“Thanks for agreeing to meet with me about the new contract.”  A “contract” is anagreement between two people, usually some sort of business agreement. Violet says, “It’s important that both parties understand and agree to all of theterms before we can move ahead.”  “Parties” here means the people or thegroups who are involved in the contract – who are involved in the agreement.  Inthis example, there are two parties – two groups or two businesses that are partof this agreement. Violet says, “It's important to understand all of the terms before we can moveahead.”  “Terms” refers to the specific points in the agreement – the details, whatwe are actually agreeing to do.  The terms of an agreement would include theprice, the time that the contract needs to be completed; anything involved in thecontract could be part of its “terms.”  There's another expression we use inbusiness sometimes, “terms and conditions,” sometimes abbreviated 15 the “T's andC's.”  The terms and the conditions, these are the “specifics,” the details of thecontract that say what has to happen.

Karik says that “It’s in the best interest of both of our companies for this agreement to be signed.”  When we say something is “in the best interest of,” wemean that it is to our “benefit,” it is a good thing.  It is something that will be goodfor us: “It's in your best interest to wear a seat belt when you are driving in a carso that you don't get hurt in an accident.  It's in your best interest to have youreyes open when you are driving, instead of closed.”  At least, I hope you do that;it's in your best interest!

Karik says it's in our best interest, or “in the best interest of both of ourcompanies for this agreement” – this contract – “to be signed.”  “To be signed”

means that you put your “signature” – your name – on the piece of paper. Basically, it means that we have “agreed” to it, we have said, “okay,” we havesigned the contract.

Karik says, “How should we proceed?”  “To proceed” (proceed) means to goforward – to move ahead.  He's asking what is the next step, what should we donow: “How should we proceed?”  There's also an expression “proceed withcaution,” meaning go very carefully – be careful, there might be some problems. Don't confuse “proceed” with “precede,” which is spelled P-R-E-C-E-D-E, whichmeans to come before something in time: “One o'clock precedes two o'clock.”

Violet says, “You and I have both read the contract, but I think it’s useful to goover the main articles.”  The “articles” of a contract are the major sections; thecontract may be divided into six or seven parts, and we called those parts “articles.”  Or, at least, we can call them “articles”; there are actually a couple ofdifferent definitions of the word “article.”  Take a look at our Learning Guide formore information about those additional definitions.

Violet says we want “to go over” – to review, to talk about – “the main” – or mostimportant – “articles to make sure that there aren’t any clauses that areobjectionable.”  An “article” is a part of a contract; a “clause” is a part of an article– a sentence or a part of a sentence.  Violet is concerned about any clauses thatare objectionable.  When we say something is “objectionable,” we mean that wehave an objection to it.  An “objection” is a disagreement, something that youdon't like about someone or something.  “Objectionable” would be a way ofdescribing things that you don't like about the contract, or a particular article inthe contract, or a specific clause in one of the articles.  Violet then begins toreview each of the sections – the articles of the contract. We then skip ahead – we jump ahead – to the end of the conversation.  Karik says, “This looks in order.”  When we say something is or looks “in order,” wemean that it seems to be correct; everything is in its correct place, it is acceptable.  “The stipulations we asked for are all there,” Karik says. “Stipulations” (stipulations) are “demands,” or things that you are asking for in acontract or in an agreement.  The verb is “to stipulate,” which means to say, “Iwant this and this and this.”  It's a term we usually use when we are talking abouta formal contract or a legal agreement: “stipulations.”

“Now,” Karik says, “if we can move to Article Six, I have a question about theconditions for declaring the contract null and void.”  The verb “to declare” means to announce, or to decide in this case.  The contract has an article – a clause –about “declaring the contract null and void.”  The expression “null (null) and void(void)” here means “cancelled,” when the contract is ended before the time youexpected.  A contract is “null and void” if there is something wrong with it, ifthere's something “illegal” – against the law – about it.  Or, if one of the parties inthe contract doesn't do what they said they would do, one possibility is to havethe contract “declared null and void.”

Violet says, “I’m glad you brought that up,” meaning “I'm glad you mentioned that– I'm glad you said something about that.”  “To bring something up” means to ask someone or to talk about something that has not been talked about before withsomeone or in a group. Violet says, “I know that this was a sticking point during the negotiations and Ibelieve we’ve found an acceptable compromise.”  A “sticking point” is a difficultitem, or a difficult detail in a contract or an agreement, that might cause one of the parties to say, “No, I don't want this contract – I don't want to sign this contract.”  A “sticking point” is when you have difficulties.  “Negotiations” areconversations between two parties – two people – two businesses about aspecific contract or agreement.  A “compromise” is when you each agree tosomething less than what you wanted.  It's when both parties say, “Okay, I can'thave 100% of what I want, so I'll only ask for 50%,” and the other person only asks for 50% of what he wanted; that's a compromise.  Some people say,“Marriage is a compromise.”  That's not actually true; marriage is doing what yourwife wants you to do.  If you don't understand that, you need to go back andstudy the book of marriage again!

Now let's listen to the dialogue, this time at a normal speed.

[start of story]

Violet:  Thanks for agreeing to meet with me about the new contract.  It’s important that both parties understand and agree to all of the terms before wecan move ahead.

Karik:  It’s in the best interest of both of our companies for this agreement to besigned, so I’m glad to be here.  How should we proceed?

Violet:  You and I have both read the contract, but I think it’s useful to go over themain articles to make sure there aren’t any clauses that are objectionable.  Ifyou’ll take a look at Article One...  .......

Karik:  This looks in order.  The stipulations we asked for are all there.  Now if wecan move to Article Six, I have a question about the conditions for declaring thecontract null and void.

Violet:  I’m glad you brought that up.  I know that this was a sticking point duringthe negotiations and I believe we’ve found an acceptable compromise. Karik:  I’m sure you have.  Let’s take a look.

[end of story]

The script for this episode was written by Dr. Lucy Tse.  Thank you Lucy. From Los Angeles, California, I'm Jeff McQuillan.  Thank you for listening.  Comeback and listen to us next time on ESL Podcast.

English as a Second Language Podcast is written and produced by Dr. Lucy Tse,hosted by Dr. Jeff McQuillan.  This podcast is copyright 2007.