TOLES Vocabulary: Legal English Words and Phrases

canvass verbC2

To discuss or examine a matter thoroughly.

The options for an early resolution were canvassed at our meeting last week.

dishonour verbC1

To refuse to accept or pay a cheque or bill of exchange when it is duly presented.

The bank dishonoured the cheque for insufficient funds, triggering a claim against the drawer.

elucidate verbC2

To make something clear by explaining it in more detail.

We should be grateful if you would elucidate the basis on which your client calculates the sum claimed.

liquidate verbC1

To wind up a company's affairs by selling its assets and distributing the proceeds to creditors.

The court ordered the creditors to liquidate the trading subsidiary once the rescue bid collapsed.

nullify verbC2

To deprive a provision or agreement of legal force.

A later inconsistent clause cannot nullify the exclusion unless the parties clearly intended it to.

peruse verbC2

To read something carefully and thoroughly.

Having perused the draft agreement, we have a number of comments, which are set out below.

renegotiate verbC1

To negotiate the terms of an existing agreement again in order to change them.

Rather than litigate, the distributor proposed to renegotiate the minimum purchase obligations.

substantiate verbC2

To provide evidence that proves a claim or statement is true.

Your client has produced no documents to substantiate the alleged losses.

tarnish verbC2

To damage the reputation of a well-known mark by associating it with something unsavoury or inferior.

The claimant argued that use of its logo on cheap novelty goods would tarnish the reputation of the brand.

appellant nounC1

The party who appeals a court's decision.

The appellant argued the sentence was excessive.

disbursement nounC1

An expense paid out by a solicitor on the client's behalf and recoverable as part of the costs.

The bill of costs distinguished the solicitor's fees from disbursements such as court fees and counsel's brief.

indebtedness nounC1

The total amount of money owed by a person or company.

The facility agreement capped the group's financial indebtedness at three times earnings.

layoff nounC1

A temporary or permanent suspension of employment because there is insufficient work.

An employee laid off for four consecutive weeks may be entitled to claim a redundancy payment.

memorandum of understanding nounC1

A document setting out a mutual understanding, typically without binding legal force.

The parties signed a memorandum of understanding to frame their collaboration before the definitive agreement.

receivable nounC1

An amount owed to a business by its customers, recorded as an asset.

The invoice discounter took security over all trade receivables of the group.

receivership nounC1

The state of a company whose assets are under the control of a receiver appointed to realise them for secured creditors.

The bank appointed administrative receivers, and the business went into receivership within days.

shareholding nounC1

The number or proportion of shares in a company owned by a person or entity.

Once its shareholding passed thirty per cent, the fund was obliged to make a mandatory offer.

appended adjectiveC2

Attached or added at the end of a document.

The appended schedule sets out the payment dates agreed between the parties.

bona fide adjectiveB2

Made or done in good faith, without fraud or deception.

He was a bona fide purchaser for value and took the property free of the earlier charge.

categorical adjectiveC2

Absolutely clear and direct, allowing no exception.

We require a categorical assurance that the confidential information has been destroyed.

distinguishable adjectiveC2

Sufficiently different on its facts that an earlier case need not be followed as a precedent.

Counsel submitted that the earlier authority was distinguishable because it concerned a consumer contract.

forthright adjectiveC2

Direct and outspoken in stating one's views.

I would recommend a forthright reply that makes our client's position clear from the outset.

irreparable adjectiveC1

So serious that it could not be adequately remedied by an award of money.

The applicant argued that disclosure of the formula would cause irreparable harm to its business.

irrevocable adjectiveC1

Unable to be cancelled, withdrawn, or changed once given.

The seller provided an irrevocable letter of credit to secure its performance obligations.

jurisdictional adjectiveC1

Relating to the authority of a court or regulator to hear or review a matter.

The deal met the jurisdictional thresholds in eleven countries, requiring parallel filings.

pirated adjectiveC1

Reproduced and distributed in breach of copyright.

The defendant sold pirated copies of the software through an online marketplace.

redeemable adjectiveC1

Describing shares that the company may or must buy back on stated terms.

The redeemable preference shares were bought back at par on the agreed date.

trademarked adjectiveC1

Registered or used as a trade mark identifying the commercial origin of goods or services.

The distributor may use the trademarked name only in the form approved by the Licensor.

typographical adjectiveC2

Relating to the layout and appearance of printed text, which can attract its own copyright.

The publisher owns copyright in the typographical arrangement of the published edition.

unambiguous adjectiveC1

Having only one possible meaning.

The wording of clause 7 is unambiguous and plainly excludes liability for indirect loss.

uncontested adjectiveC2

Not disputed or challenged by any party.

As the application was uncontested, the judge granted the order without a hearing.

unfettered adjectiveC1

Free from restriction or control.

The trust deed gave the trustees unfettered discretion over the timing of distributions.

unlisted adjectiveC1

Describing shares or a company not admitted to trading on a stock exchange.

Valuing unlisted shares is difficult because there is no open market price.

unsubstantiated adjectiveC2

Not supported or proved by evidence.

The counterclaim rests on unsubstantiated assertions and should be struck out.

amicably adverbC2

In a friendly and cooperative way, without serious disagreement.

Our client remains hopeful that the dispute can be resolved amicably through mediation.

forthwith adverbC2

Immediately and without delay.

Upon termination, the licensee shall forthwith return all confidential materials.

irrevocably adverbC2

In a way that cannot be withdrawn or cancelled once given.

Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

summarily adverbC1

Immediately and without the usual notice or formal procedure.

He was summarily dismissed after CCTV showed him removing stock from the warehouse.

fiduciary duty phraseC1

The obligation of a director to act in good faith and in the best interests of the company rather than their own.

By diverting the contract to his own firm, the director breached his fiduciary duty.

please find enclosed phraseC1

A conventional formula introducing documents physically enclosed with a letter.

Please find enclosed a copy of the executed lease for your records.