Legal English is full of words and phrases which are very close in meaning, but which have some subtle differences in meaning or usages. These terms must therefore be treated with extreme care. Here are some examples.
1. Assign & transfer
Assign is mostly used in relation to intangible property, such as rights under a contract. For example, a typical assignment clause might state:
‘Neither Party may assign any or all of its rights and obligations under this contract without the prior written consent of the other Party.’
In ordinary language it can mean to give a task, duty or benefit to someone. For example:
‘The task of cleaning the premises was assigned to John Smith.’
Transfer is generally used in relation to tangible property (such as land and other physical items). For example:
‘The goods shall be transferred to X’s premises at 15B Whiteley Road, Dartsley on 15 September 2011.’
2. Breach & infringement
Breach is used in relation to contractual violations. For example:
‘X is in breach of the payment obligation set out under clause 3.’
Infringement is used in relation to the violation of rights (particularly intellectual property rights). For example:
‘Trademark infringement is a violation of the exclusive rights attaching to a trademark without the authorization of the trademark owner or any licensees.’
The word violation can be used in respect both of rights (particularly human rights) and contracts.
3. Landlord & tenant / lessor & lessee
Landlord and tenant are terms which can only be used in relation to the lease of real estate.
Lessor and lessee may also be used in relation to the lease of other types of property (e.g. machinery).
4. Obligation & liability
Obligation is generally used to refer to a specific duty under a contract or legal provision. For example:
‘X is obligated to deliver the goods to Y on December 5th, 2011’.
Liability generally refers to legal consequences. For example:
‘If Y fails to pay the invoices as they fall due, Y shall become liable to pay penalty interest on the outstanding amount at a rate of 10% per annum’.
In a nutshell, breach of an obligation may lead to legal liability.
5. Contract & agreement
Contract is generally used in relation to a specific written contract with legal effect (e.g. ‘we signed the contract today’) or to the branch of law that deals with contracts (contract law).
Agreement can be used as a direct synonym for contract in the sense of a specific written contract (e.g. ‘we signed the contract/agreement today’). However, it may also be used in a more general sense to refer to loose understandings or oral agreements which may or may not have legal effect. For instance:
‘We agreed to meet our colleagues at a restaurant for lunch.’
