Английский язык для юристов. Предпринимательское право. Перевод контрактов. Учебное пособие для студентов вузов, обучающихся по специальности «Юриспру

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Task 85. Answer the following questions:

(1)Can Distributor assign, transfer, or sell its rights under the Distribution Agreement without the prior written consent of ABC? Shall a transfer of a controlling interest in Distributor constitute an assignment?

(2)Shall any future representation, promise, or addition to the Distribution Agreement be binding upon the parties in any case?

(3)What shall the parties do upon any force majeure occurrence?

(4)Under what terms and conditions shall the Distribution Agreement be binding upon the parties hereto and their successors and assigns?

(5)If any provision, term, condition, covenant, restriction, or other portion of the Distribution Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, shall the remaining portion remain in force and effect?

(6)If arbitration or litigation is commenced by either party to enforce or interpret any of the provisions of the Distribution Agreement, shall the prevailing party be entitled to recover reasonable costs and attorney's fees at the arbitration, at trial, and on appeal?

(7)Shall headings be construed a part of, or affect the construction of interpretation of, any provision of the Distribution Agreement?

(8)Shall Distributor indemnify and hold harmless ABC, its officers, directors, agents, and employees, from any claims, demands, loss, damage, liability or expense, arising out of the acts or omissions of Distributor, its agents, or employees? Shall ABC do the same in respect of Distributor?

(9)Which language shall prevail in case of a dispute on interpretation and meaning of one or more provisions of the Distribution Agreement?

(10)How shall disputes arising out of or related to the Distribution Agreement, which were not settled by the mutual negotiations between parties, be settled?

(11)What is the effective date of the notice given by courier in case the date of the notice affects either party's rights under the Distribution Agreement?

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ESSENTIAL TOOLS THROUGHOUT CONTRACTS AND LEGAL DOCUMENTS

Task 86. (a) Study the derivatives from the English adverb «where» often used in legal documents:

Lexical Note

Some English adverbs formed using «where», like whereto, wherewith, whereby, wherein, whereupon, wherefore, etc., are typical of legal documents. An adverb with the meaning of «in, at, or to which place or situation» changes its meaning depending on the combination it enters, e.g.: whereby ↔ by which means, in consequence of which (в результате чего, благодаря чему); whereas ↔ because of the fact that (несмотря на то, что; принимая во внимание; поскольку).

1)IN WITNESS WHEREOF, this 1) В ПОДТВЕРЖДЕНИЕ ЧЕГО настоящий

(b)Translate the following sentences into Russian:

(1)IN WITNESS WHEREOF, the Parties have produced four (4) original copies of this Agreement. (2) In witness whereof this Agreement shall enter into force immediately upon its signing. (3) WHEREAS OLDIS is a joint venture company set up to carry out, inter alia, research

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into and undertake the manufacture of a prototype automatic continuous methanometer…

(4) UNIVERSAL DECLARATION OF HUMAN RIGHTS Approved by Resolution 217A (III) of the General Assembly, 10 De-

cember, 1948.

Whereas recognition of the inherent dignity and of the equal and inalienable rights of all members of the human family is the foundation of freedom, justice and peace in the world,

Whereas disregard and contempt for human rights have resulted in barbarous acts which have outraged the conscience of mankind, and the advent of a world in which human beings shall enjoy freedom of speech and belief and freedom from fear and want has been proclaimed as the highest aspiration of the common people,

Whereas it is essential, if man is not to be compelled to have recourse, as a last resort, to rebellion against tyranny and oppression, that human rights should be protected by the rule of law,

Whereas it is essential to promote the development of friendly relations between nations,

Whereas the peoples of the United Nations have in the Charter reaffirmed their faith in fundamental, human rights, in the dignity and worth of the human person and in the equal rights of men and women and have determined to promote social progress and better standards of life in larger freedom,

Whereas Member States have pledged themselves to achieve, in cooperation with the United Nations, the promotion of universal respect for and observance of human rights and fundamental freedoms,

Whereas a common understanding of these rights and freedoms is of the greatest importance for the full realization of this pledge,

Now, therefore,

The General Assembly

Proclaims this Universal Declaration of Human Rights as a common standard of achievement for all peoples and all nations, to the end that every individual and every organ of society, keeping this Declaration constantly in mind, shall strive by teaching and education to promote respect for these rights and freedoms and by progressive measures, national and international, to secure their universal and effective recognition and observance, both among the peoples of Member States themselves and among the peoples of territories under their jurisdiction.

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Task 87. (a) Revise the following English-Russian patterns with the verb «fail» and its derivative noun «failure»:

(b) Complete the following English sentences by translating the Russian Know-how Contract terminology in brackets. Make use of the corresponding version from the box. Render the sentences into Russian:

to settle the dispute; to make a claim; to conform to/with the specifications; to defend the case; to eliminate the faults

(1)(В случае, если Стороны не урегулируют спорный вопрос) through negotiations, the dispute shall be taken to the municipal arbitration court.

(2)The Buyer's (непредъявление претензий) within the period aforementioned in Clause 9.2. hereof, will entail a lost right to recourse to arbitration.

(3)In no event OLDIS shall be liable to FS for loss of profits arising by reason of the (якобы имеющихся дефектов) in the Licensed Know-how.

(4)(В случае, если представитель Продавца не приедет) for participating in drawing up the Act of Claim within 15 (fifteen) days from the date of receiving the Seller's written notification, the Buyer shall issue the Act of Claim unilaterally.

(5)Should the sample quality (не будет соответствовать спецификациям, изложенным в Контракте), any quality claim in respect of the goods can be lodged to the Seller within two months from the date of delivery.

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(6)The claims in respect of the goods quality can be made within the guarantee period if such quality (не будет соответствовать качеству, указанному в настоящем Договоре).

(7)According to Article 53 of the Statute of the International Court of Justice whenever one of the parties does not appear before the Court, or (не обеспечит защиту по делу), the other party may call upon the Court to decide in favor of its claim.

(8)Should any state entitled to appear before the International Court of Justice have (не получит) the special communication referred to in paragraph 2 of this Article, such state may express a desire to submit a written statement or to be heard; and the Court will decide.

(9)(В случае, если Продавец не устранит дефекты) idenified during the inspection, the Buyer is entitled to return the documents at the Seller's expensewith no payment whatsoever.

TERMINOLOGY TO BE USED IN BUSINESS LAW

TEXTS

Task 88. Match up the following English legal terminology with the Russian equivalents:

(a)

(2)to transfer one's rights under (b) передача контрольного пакета

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(11)upon the force majeure oc- (k) наводнение currence

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(7)to remain in force and effect (g) считаться частью Договора

(8)to commence litigation or (h) действительный / недействи-

(3)to receive one original of the (c) действующее законодательство agreement

(4)to be equally enforceable (d) получить по одному экземп-

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