COMMERCIAL TERMS

Agent – An agent is an appointed person a company who acts on behalf of another person or company called the principal. The agent and the principal must agree to any authority to deal that the agent holds. Third parties may assume that the agent has full authority to deal, unless they are told otherwise.

ADR – Alternative Dispute Resolution

Alternative Dispute Resolution – (ADR) This is a method of resolving disputes where parties find their own resolution to the problem, without the use of legal action. Arbitration and mediation are examples of ADR. If a party refuses to use ADR, it could lead to a judge imposing penalties against them.

Appeal – An appeal is an application from a lower court or tribunal to a higher court or body to review a decision. Leave or permission is usually required for the appeal to be allowed. The higher court has the option to overturn or uphold the decision of the lower court.

Arbitration – This is a form of ADR and involves the use of an independent third party to settle disputes. Arbitration clauses are often included into contracts, to nominate an arbitrator in advance.

Breach of Condition – Conditions are the basis of contracts, therefore if one of them is breached the whole contract is breached.

Confidentiality Agreement – This is a binding agreement which is made to protect confidential information if it is to be disclosed to a third party. These agreements are commonly used when there are negotiations for larger contracts, when information needs to be disclosed to the other side.

Contract – A contract is a binding agreement to perform or not to perform certain acts in exchange for lawful consideration. A contract may be made between two or more parties.

Due Diligence – This is an investigation into the background of a business prior to purchase or as a party in a major contract. The purpose of due diligence is to check for hidden issues that may affect a deal.

Distributor – A distributor is someone who distributes things or products. The distributor can be a person, organisation or company.

Employment Contract – This is a contract between an employer and employee.

Exclusion Clause – This is a clause in a contract that excludes a party from liability if a stated event occurs. These clauses are usually interpreted strictly by the court.

Franchise – This is a licence to sell a company’s products to a specific area or to operate a business that carries the company’s name. A franchise may also refer to a business that is licensed to sell a company’s products in a specific area or a business that carries the company name.

Fraud – A fraud is something that is deliberately intended to deceive others. It can also be the crime of obtaining benefit or money through deliberate deception.

Implied Term – These are terms or clauses that are implied in a contract without being mentioned by either party. They can be implied by custom or practice but may be overridden by express terms.

Injunction – An Injunction is awarded by a court and is a remedy that stops certain action being taken. It may be used to prevent a party to a contract acting against the terms of a contract

Intellectual Property/ IP – This is an intangible asset that consists of ideas and knowledge. Examples of intellectual property include patents, copyright, and trademarks.

Joint and Several Liability – Parties can have joint and several liability when they act together in a contract. This means that the parties are liable together and also individually for the full contract.

Joint Venture – This is an agreement in a business enterprise between two or more parties to share costs, and benefits that arise in the venture. A joint venture Agreement usually sets out the exact shares and responsibilities.

Liability – A person or a business is liable when they are under a legal obligation. A person or business may become liable if they breach a contract or trust.

Limited Liability – Limited companies have limited liability, which means that the owner is only liable to pay the debts of the company up to the value of the company shares. Limitation clauses which provide limited liability may be included into contractual terms.

Limited Partnership – This is a business with one or more partners that are only liable up to the extent of their investments.

Limited Liability Partnership – A Limited Liability Partnership is a partnership where the individual partners have protection against personal liability for certain partnership liabilities.

Mediation – This is a form of ADR and is the process of resolving disputes where a neutral mediator assists the parties to find a mutual resolution to the dispute.

Misrepresentation – This is a false statement of fact that is relied upon by another party. The person who relies upon this misrepresentation can usually get damages as a result of any loss caused.

Non-disclosure Agreement (NDA) – This is an agreement that restricts the disclosure of confidential information.

Partnership – A Partnership involves two or more people or businesses coming together to carry out business for profit.

Restrictive Covenant – Restrictive covenants can be included in contracts to prevent either party from working with any competitors during and/or after the contract.

Service Contract – Service contracts are usually given to directors and officers of a company. These contracts are different to employment contracts and contracts of service.

Shareholder’s Agreement – This is an agreement/ contract made between all shareholders regarding shareholder’s rights and the running of the company.

Trademark – Trademarks are granted by the Patent Office. Trademarks may be a logo or name that is registered to be protected by law.

Warranty – A warranty is a clause in a contract that constitutes a type of promise. A breach of warranty under a contract would give rise to a claim for damages. This is unlike a breach of a condition which would amount to a breach of contract.

Without prejudice – This term is used where an offer is made to a party to try to avoid going to court. If the matter does go to court, the offers that have been made without prejudice are not to be disclosed as evidence.

FINANCIAL TERMS

Administration – Administration may occur when a company is in financial difficulty. The company is put into the hands of an administrator who decides whether they can assist the company in becoming a going concern, or liquidate the company.

Bankruptcy – Bankruptcy applies to individuals who have been formally recognised as being unable to pay their debts.

Damages – Damages is money paid as compensation. Damages are usually the chosen remedy for a loss incurred by an individual or a company.

Debenture– A debenture is a formal debt agreement. It is usually issued by companies in exchange for security over some of the debtor’s property. The creditor may sell the secured property if the debtor defaults on the agreement.

Debt Collection – Debt collection is the activity of recovering debts from individuals and businesses who have not paid on time, or are refusing to pay.

Floating Charge – A floating charge is a form of security for a debt. Initially a floating charge does not attach to any specific asset, but can be said to ‘float’ over a class of goods or assets until the debtor defaults. At this point the floating charge crystallizes and becomes a fixed charge over the goods or assets. The creditor may then sell the goods or assets to recover the debt owed.

Guarantee – A guarantee is an agreement made in writing. The agreement involves a promise by one party to honour another party’s debt if it fails to be paid. Banks commonly ask directors to give personal guarantees for company debts. The guarantor becomes liable if the debtor cannot pay the debt.

Indemnity – An indemnity is an agreement by a third party to pay another’s debts that may become owed by it to another party. The person who is owed the money can get it directly from the indemnifier, without chasing the debtor first. A contract of insurance is a contract of indemnity.

Insolvency – Insolvency is when a business or person cannot pay its debts when they become due.

Liquidation – Liquidation is when a company or a partnership is formally broken up by realising (transferring or selling) the businesses assets. A business may be liquidated if it no longer wishes to trade, or when it becomes insolvent.

Receivership – Receivership is when a licensed insolvency practitioner is appointed by creditors with secured debts to take over the management of a company. The Receiver recovers any debts by continuing to run the business until the debts are paid off, or by selling the security.

Winding up – Winding up is when a company is formally disbanded.

PROPERTY TERMS

Dock – A dock is a group of piers against which boats can land, and acts as a commercial waterfront.

Enforcement – Enforcement is to bring about or enforce a judgment by legal action.

Factory – A factory is a building or groups of buildings where items are manufactured.

Freehold – Freehold is the most complete form of owning land with absolute rights.

Harbour – A place where ships can seek shelter. They can be natural or constructed. A natural harbour may be surrounded by land on several sides.

Landlord – A landlord is the owner of a property or properties that are leased out to others.

Lease – A lease is a contract where a landlord gives possession of his property to a tenant for use for a specific period of time and for an agreed amount of rent. Once the specified period of time expires, the property reverts back to the landlord.

Leasehold – A leasehold property is a property held under a lease. A leaseholder has the right to occupy the property for a specified period of time.

License (of Property) – A licence is usually a personal agreement providing the permission to enter or occupy another’s land for specific purposes.

Mortgage – A mortgage is an interest in property that is formed as a security for a loan. A mortgage ends on the payment of the loan.

Mortgagee – A mortgagee is usually a bank or building society who is the lender of money.

Mortgagor – A mortgagor is the borrower of money in exchange for a charge over property.

Notice – A notice in property law is a entry on a register against a registered title that may be lodged by a person with a right or interest in the land.

Occupation – Occupation is the physical control and possession of land.

Office – An office is a place where professional, business or clerical activities are carried out.

Option – An option is the right to do or not do something within a certain amount of time. A contract may make an option enforceable, so an offer may be accepted or rejected within a specified period.

Port – A port is a place or town that has access to the sea. Ships may come to a port to load or unload.

Premises – Premises means a building or part of a building. Premises can also include adjacent grounds.

Purchaser – A purchaser can also be called a buyer. A purchaser is a person or entity who buys good, services or property provided by a seller.

Registration – Registration is having an entry placed on a register.

Retail – Retail is the sale of small quantities of goods directly to consumers.

Tenant – A tenant is a person or company which is granted a lease or a tenancy.

Tenancy – A tenancy is an agreement whereby occupation or possession of another’s property for a term is permitted subject to payment of rent.

Vacant Possession – Vacant possession is the exclusive use or occupation of land.

Vendor – A vendor is the seller of property.

Warehouse – A warehouse is somewhere in which goods or merchandise are stored.

PERSONAL LAW TERMS

Accident – An accident is an event that is unexpected or undesirable and usually results in some form of harm or damage.

Adoption – Adoption is when the rights and duties of natural parents are ended and given to an adopter or adopters. The child is then treated as born into the adoptive family.

Adultery – Adultery is a fact which may be relied upon for divorce. Adultery is voluntary sexual intercourse between a married person and someone other than the spouse.

Charity – A charity is a body that has been established for a charitable purpose that is defined by statute.

Children – Children is the plural of child. A child is someone who has not yet reached the legal age of majority or maturity.

Child Maintenance – Child maintenance is what is paid to contribute to the upkeep of a child. Usually child maintenance is paid by a parent who does not live with the child.

Civil Partnership – A civil partnership is the legal union of a same sex couple. A civil partnership gives same sex couples the same rights as married couples.

Claim – A claim is a proceeding that is issued in the County or High Court.

Claimant – The claimant is the person who issues a claim.

Codicil – A codicil is a signed and executed addendum which adds to or amends a will.

Cohabitation – Cohabitation means living together as husband and wife but not being legally married.

Collaborative – Being collaborative is working together to solve a problem e.g. especially used in family law cases, and known as “collaborative law”.

Compensation – Compensation is a sum of money that is paid to make amends for an act, omission or error that caused harm.

Contact – In family law, contact refers to a child communicating with a person (usually a parent) that that they do not live with.

Contributory Negligence – Contributory negligence is when the claimant has partial responsibility for the injury for which damages are being claimed.

Co-respondent – A co-respondent is a third party named as an adulterer in a petition for a divorce.

Counterclaim – A counterclaim is a claim by the defendant against the claimant.

Court – A court is a body which has judicial powers.

Court of Protection – The Court of Protection is a section of the High Court. The Court of Protection has jurisdiction over the estates of those who are mentally incapable of managing their own finances and affairs.

Damages – Damages is an amount of money that is paid as compensation for a loss.

Decree Absolute – A Decree absolute is a final certificate that dissolves a marriage.

Decree Nisi – A Decree Nisi is the second to last stage of divorce proceedings. A Decree Nisi means that a court order finalising the divorce will be made unless a valid objection is shown.

Defence – A defence is when the defendant disputes the claim that is being made by the claimant.

Defendant (Civil) – A civil defendant is the person who has the claim made against them. The defendant can defend the claim that is brought against him.

Defendant (Criminal) – A criminal defendant is the person who is accused of committing a criminal offence and is standing for trial or has been committed and is due to appear to be sentenced.

Dispute – A dispute is where two or more parties do not agree about a civil issue, but court proceedings have not yet been commenced.

Divorce – Divorce is the dissolution or the nullifying of a marriage.

Estate – An estate includes the rights and assets held by a person. It frequently describes the assets of a deceased person.

Evidence – Evidence is material (usually documentary but may be visual or oral) that is used to support a case in a court of law.

Executor – An executor is a person or persons who carry out the provisions of a will.

Expat – Expat is short for expatriate, which refers to someone who has left their own country to live in another for a prolonged period of time.

Family – A family is a group of people connected by a close relationship. A family is usually connected by blood, marriage or adoption.

Guardian – A guardian is someone appointed to manage, protect and safeguard the interests of a child or person with a mental disability.

Inheritance Tax – Inheritance Tax is a tax on the value of a deceased persons estate.

Injunction – An injunction is a court order. An injunction can require someone to follow a course of action, or can prevent someone from carrying out a course of action or type of behaviour.

Intestate – Someone is intestate when they leave no will.

Judgement – A judgment is a decision or sentence that a court gives in legal proceedings

Jurisdiction (Removal from Jurisdiction) – A Jurisdiction is an area (usually a country) or matter that a court has legal authority over. Removal from jurisdiction is when someone is removed from an area (usually a country).

Law – The law is a system made up of rules prohibiting or requiring action which can be established by custom, practice or an act of parliament.

Libel – Libel is a published statement or article that makes damaging remarks about another’s reputation.

Litigation – Litigation refers to either criminal or civil legal proceedings or court action.

Maintenance – In family law, maintenance is financial support that is given for the upkeep of a spouse or child. Maintenance can be in the form of regular payments or a lump sum.

Mediation – This is a form of ADR and is the process of resolving disputes where a neutral mediator assists the parties to find a mutual resolution to the dispute.

Minor – A minor is someone under the age of 18 years old. A minor cannot be sued or sue without representation unless it is regarding wages.

Mitigation – Mitigation is used to minimise a sentence in a criminal case. Mitigations are reasons that are given on behalf of a guilty party to partly excuse the offence. In civil cases, a claimant is required to mitigate its loss i.e. take reasonable steps to reduce the loss it suffers i.e. mitigation is loss.

Negligence – Negligence or a negligent action is when a person has been injured or a person’s property has been damaged due to another’s careless act or omission. If loss is suffered, damages may be claimed as a result.

Nullity – Nullity is an application to the court to declare a marriage void or annulled. It is to declare that a marriage has never existed.

Personal Injury Claim – A personal injury claim is a civil claim against a defendant for the physical or mental harm that they have caused to the claimant due to their negligence or breach of duty of care.

Personal Representative – A personal representative is an executor or administrator who is appointed to deal with a deceased person’s estate in accordance with his will or the intestacy rules.

Petition – A petition is a written application for a legal remedy and is a way of commencing proceedings. The most common petition is a petition for divorce.

Petitioner – A petitioner is the person who presents a petition.

Power of Attorney – A power of attorney is an agreement whereby one person gives another the power to act on their behalf. The power may be a general one or may be for a specific purpose.

Pre-nuptial Agreement – A Pre nuptial agreement is an agreement which may be entered into before marriage. The purpose of this agreement is to limit the amount that a spouse can claim on divorce from the other.

Probate – Probate is the legal recognition that a will is valid.

Prosecution – Prosecution is the pursuit of legal proceedings. It usually refers to criminal proceedings.

Registered Land – Registered land is land to which a title is registered.

Residence – A persons residence is where they have their home.

Respondent (Family) – The respondent in a family case is the person on whom the application or petition is served.

Respondent (Civil and Crime) – The respondent in a civil or criminal case is the defending party in a petition or in an appeal.

Separation – In family law, a separation is an ending of the cohabitation between a man and wife by mutual agreement or by decree of court. The parties have the same rights and obligations as after a divorce, but do not actually have a divorce.

Slander – Slander is words spoken to have a damaging effect upon a person’s reputation.

Statutory Declaration – A statutory declaration is a declaration which is made in a certain form, and made before a notary public, justice of the peace or any person authorised to administer an oath. Statutory declarations have a similar effect to those made on oath.

Tenants in Common – Tenants in common is a way of two or more people holding land. Under a tenancy in common, each person can leave their share to whoever they like and can have different size shares in the property.

Trial – A trial is a public hearing. In a trial, the evidence of the case and the applicable law are examined.

Tribunal – A tribunal hears disputes relating to different areas of law, such as employment and immigration. Tribunals are outside of the court structure and are seen as a cheaper and faster alternative where expert knowledge can be applied.

Trust – A trust is where property is legally entrusted to one person to use it for another’s benefit.

Trustee – A trustee is a person who administers or holds property that is in a trust for another.

Ward of Court – A ward of court is a minor who is the subject of a wardship order. A Wardship order means that the custody of the minor is held by the court, with the day to day care of the minor being managed by individuals or a local authority. All decisions regarding the minor must be approved by the court.

Wardship – This is an action by the High Court to make a minor a ward of court.

Will – A will is a declaration made by an individual on how to distribute their estate and assets upon their death.

TYPES OF LAWYER

Advocate – An advocate is either a solicitor or a barrister who represents a party in a court hearing.

Barrister – A barrister is a member of the Bar. Barristers can represent clients in any court.

Counsel – Counsel is a barrister or solicitor who represents litigants in legal proceedings.

Judge – A judge is state official who has the authority to hear and try cases that are brought before the court for a decision.

Lawyer – Lawyer is the general name that is given to barristers and solicitors and those qualified in law.

Legal Executive – Legal Executives are assistants in solicitor’s offices. They may be members or fellows of the Institute of Legal Executives (ILEX).

Magistrate – Magistrates are also known as Justices of the Peace. They hear cases in the Magistrates Court. The majority of magistrates have no formal legal qualifications and do the job voluntarily so they receive no payment for their services.

Notary Public – A notary public is someone that is authorised to certify the execution of deeds and swear oaths.

Paralegal – A paralegal is a person with specialised training that assists lawyers.

QC – Queens Counsel.

Queens Counsel – A Queens Counsel is a senior advocate in the court who is involved with more serious and high profile cases.

Silk – Silk is an informal name for Queens Counsel due to the silk gowns that they wear.

Solicitor – A solicitor is a member of the legal profession who advises clients on personal, business, civil, and criminal cases and in some cases represents clients in court. He maybe a member of the Law Society, and hold a practising certificate.

RENEWABLE ENERGY TERMS

Anaerobic digestion – Anaerobic digestion is a biochemical process. The process involves matter being decomposed by bacteria without oxygen. Byproducts are created such as methane.

Biodiesel – Biodiesel is a biofuel. Biofuels are created through a process called transesterification, where organically derived oils such as soybean, or rapeseed oils are combined with alcohol and a catalyst. This forms either ethyl or methyl ester. The ethyl can either be used neat as a fuel, or can be combined with normal diesel fuel.

Bioenergy – Bioenergy is a renewable energy from organic matter. Bioenergy is formed when the complex carbohydrates in organic matter are converted into energy.

Biofuel – Biofuel is a fuel which is made out of biomass. Examples of biofuels are methanol, biodiesel and ethanol.

Biomass – Biomass is organic matter that is renewable. Examples of biomass include, agricultural crops, wood, and organic components of industrial waste.

Carbon Capture – Carbon capture is the storing of any carbon dioxide that is a product of an industrial process. Carbon capture is carried out so carbon dioxide does not enter into the atmosphere and does not add to the problem of global warming.

Emissions – Emissions are waste substances that are released into the water or the air.

Energy – Energy is the ability to carry out work.

Energy Crops – Energy crops are crops that are grown especially for their value as a fuel. Examples of energy crops include corn, sugarcane, and poplar trees.

Environment – The word environment is used to describe the external conditions that influence and affect the development and survival of organisms.

Fuel – A fuel is anything that may be converted to make energy.

Liquefied Natural Gas – Liquefied natural gas is a natural gas that has been made into a liquid by condensing or cooling.

Natural gas – Natural gas is a gas that occurs naturally in the earth. It is a mixture of gaseous hydrocarbons and it is used as a fuel.

Renewable – Renewable refers to a natural resource that replenishes itself over time.

Waste to Energy – Waste to energy refers to the process of incinerating waste to convert it to thermal energy. The thermal energy then creates steam which drives turbines in electricity generators and creates electricity.

Wave Power – Wave power is energy generated from sea waves.

Wind Power – Wind power is energy that is taken from the wind. The energy is normally obtained through the use of wind turbines or windmills.

Wind – Wind is air that noticeably moves across the planet at speed.

Tide Power – Tidal power is power that is generated through the use of the rise and fall of the ocean tides.

Turbine – A turbine is a machine with radial blades that converts the heat energy in steam or high temperature in gas into mechanical energy, or a machine that converts wind or tidal energy into mechanical energy.

SHIPPING TERMS

Air Waybill (AWB)  – A document made out by or on behalf of an airline confirming receipt of the goods and evidencing the contract between the shipper and the airline for the carriage of goods as described therein.

Bareboat Charter Party – A charter party under which the charterer hires a vessel, appoints its own crew and is responsible for maintaining and insuring the vessel.

Bill of Lading (B/L) – receipt issued by or on behalf of the ship owner in respect of goods loaded onboard its ship. As well as a receipt, the bill of lading may also act as evidence of a contract of carriage and document of title.

Bill of Sale – A document transferring ownership of certain goods to another person in return for money paid.

Bunkers – A shipping term for fuel used onboard a ship.

Certificate of Origin – certified document showing the origin of goods, used in international commerce.

Charter Party (CIP) – The contract for hire of a vessel, this can take a variety of forms e.g. bareboat demise, time and voyage.

Consignee– The person named in the bill of lading, or waybill, as the person to whom delivery of the goods loaded thereunder is to be made.

Container – A steel box loaded onto a truck that can be detached from the chassis for loading onto a vessel, a rail car or stacked in a container depot.

Cargo – Goods to be carried under a contract of carriage.

Demise Charter Party – A charter party under which the charterer hires a vessel, appoints its own crew and is responsible for maintaining and insuring the vessel.

Demurrage – A liquidated damages clause in a voyage charter party for all time used in loading or discharging cargo from the vessel after the expiry of lay time.

Discharge – The unloading of a vessel/the landing of cargo.

Dunnage – Any material or objects utilised to protect, chock or brace cargo. Examples of dunnage are blocks, boards, burlap and paper.

Fishing Licence – A licence issued in respect of a specific vessel. More than one licence may be issued to any one vessel.

Flight Number – A combination of two letters, indicating the airline and three or four digits indicating the number of the flight. Each airline has their own unique code.

Letter of Credit (L/C or LC) – The financing of an international sale contract whereby payment is made to the seller by a bank on presentation of various documents, the most important of which will be the Bill of Lading. The seller will be paid either by its own bank (the correspondent bank) or by the buyer’s bank (the issuing bank).

Lien – Either a right to retain possession of cargo to secure outstanding claims due to the carrier (a lien on cargo) or the right of the carrier to intercept sub-freights due to the charterer from its sub-charterer (a lien on sub-freights).

Manifest – A document that lists in detail all the bills of lading issued by a carrier or its agent or master for a specific voyage. A detailed summary of the total cargo of a vessel, used principally for Customs purposes.

Marine Insurance – Broadly, insurance covering loss of or damage to goods at sea. Marine insurance typically compensates the owner of merchandise for loss sustained from fire, ship wreck etc, but excludes the losses that can be recovered from the carrier.

Marine Mortgage – A document registering a financial charge against a vessel, usually to secure a loan to the owner.

Marine Spatial Planning – The act of bringing together multiple users of the ocean including industry, government, conservation and recreation to make informed and coordinated decisions about how to use marine resources.

Memorandum of Agreement (MOA) – A written understanding of agreement between parties to cooperatively work together upon an agreed project or deal, often used in the sale or purchase of a vessel.

Pallet – A platform with or without sides, on which a number of packages or pieces may be loaded to facilitate handling.

Pilotage – The process by which a pilot guides ships through dangerous or congested waters such as harbours or river mouths. The pilot acts as an adviser to the master of the vessel who remains in legal and overriding command of the vessel.

Quota – The quantity of goods that may be imported without restriction during a set period of time. In fishing it is the quantity of fish that a vessel may catch.

Salvage – Remuneration awarded for the successful rescuer of ships or cargo in danger at sea.

Ship Mortgage – A document registering a financial charge against a vessel, usually to secure a loan to the owner.

Stevedore – A docker.

Time Charter Party – A contract for use of a vessel for a set period of time.

Towage – The charge made for towing a vessel.

Voyage Charter Party – A contract for the use of a vessel for the carriage of goods for a particular voyage.

War Risk – Insurance coverage for a vessel or goods against the risk of war or warlike risks as defined.

Waybill – A document prepared by a transportation line at the point of a shipment, showing the point of origin, destination, route, consignor, consignee, description of shipment and the amount charged for the transportation service This glossary is for guidance only. It should not be relied upon for any legal purpose.