Exercises On English For Business Law (VB2)

HO CHI MINH UNIVERSITY OF BANKING
FACULTY OF FOREIGN LANGUAGES


EXERCISES ON
ENGLISH FOR
BUSINESS LAW
Compiled and adapted by:
NGUYEN QUANG NHAT
NGUYEN NGOC PHUONG DUNG
NGUYEN HONG OANH
HO CHI MINH CITY, 08/2021

CHAPTER 1: A CAREER IN LAW
SECTION 1. THEME-BASED LANGUAGE KNOWLEDGE
1.1. KEY TERM DEFINITIONS
A - TYPES OF LAW
Task 1: Match the legal terms (A-J) with their corresponding definitions (1-10).
A. Criminal B. Civil law C. International D. Administrative E. Company

law law law law
F. Common G. Commercial H. Law of equity I. Constitutional J. Statutory law
law law and trusts law
1. An area of law that deals with private citizens’ relationships, property, business agreements,
noncriminal matters, rights, and remedies
2. An area of law governing the creation and operation of governmental agencies and the legal
relationships between those agencies with the public
3. An area of law that governs the formation, rights, relations, and conduct of businesses
4. An area of law governing the relations between persons engaged in different business
settings and trading activities
5. An area of law which relates to punishing people who have committed an impermissible act
such as killing
6. An area of law that describes the fundamental principles according to which a state or a
country is governed, and defining the relationship and limitations on the functions of
different government departments
7. An area of law that regulates the relationships in which one person places trust in another
person to look after their belongings in an equitable manner
8. The legal system that has been created and developed by old customs and prior court
decisions
9. The legal system with written laws that has been created and developed by the lawmakers of
the government
10. An area of law which governs the ways in which different states and territories deal with
each other
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B - LEGAL ELEMENTS IN A CASE
Task 2: Match the legal terms (1-10) in column A with the corresponding definitions (A-I) in
column B.
A B
1. Judge A. A type of lawyer admitted to plead at the bar and in superior courts
2. Jury B. A person, especially a public official, who brings criminal cases
3. Barrister against someone
4. Solicitor C. The process of resolving disputes outside the judiciary courts by an
5. Prosecutor unbiased third person
6. Claimant D. An individual or organization against whom an action is brought in a
7. Defendant court of law
8. Verdict E. A public official who hears and decides cases in court
9. Trial F. A person who brings a civil action against someone else
10. Arbitration G. A legal examination in court of a dispute between parties
H. A lawyer who is qualified to give legal advice and prepare legal
documents but cannot defend in a court
I. A group of people selected to come to a verdict based on evidence
presented in court
J. A formal decision on a disputed issue in a civil or criminal case
1.2. VOCABULARY PRACTICE

Task 3: Read the words and decide what type of law is relevant.
Civil law, International law, Company law, Criminal law, Constitutional law, Administrative law
murder, rape, assault, smuggling

1.………………………….
U.S., Vietnam in Dispute

Over Catfish Exports
…………2.……………….
3
speeding, fighting 3………………………….
contract disputes, divorce, copyright infringement

4………………………….
Task 4: Read the following situations and decide which type of law is relevant in each case.
1. Anna agreed to pay Paul £4000 to landscape the garden. Paul finished the work, but Anna was
not satisfied with it and refused to pay the money. This is a case of ______ law.
A. administrative B. constitutional C. corporate D. contract
2. Ken and Jim want to start a business together and they need a solicitor to draft an agreement
about how they will share the responsibilities of the business. This is a case of ______ law.
A. administrative B. criminal C. contract D. international
3. In 2007, the high-end signature handbag and luggage maker, Louis Vuitton Malletier, lost a
copyright infringement case against comedy fashion company Haute Diggity Dog. This is a case
of ______ law.
A. corporate B. intellectual property C. international D. criminal
4. Phillip has received an offer to buy his house, but there is a problem with the exact position of
the boundary. The buyer's solicitor must check this before the contract is signed. This is a case of
______ law.
A. real property B. intellectual property C. corporate D. criminal
5. Elisabeth’s company transports goods from America to England by ship. However, there was
a bad storm at sea last week and the ship carrying the goods sank off the coast of France. This is
a case of ______ law.
A. maritime B. will C. corporate D. international
6. Emily has been in hospital and has been very ill after an operation. She thinks that the doctor
was negligent and that he has made her illness worse by his actions. She wants to claim damages.
This is a case of ______ law.
A. tort B. contract C. criminal D. labour
7. David has been using the Internet to send a lot of private emails at work and his boss says that
this is an abuse of the time for which he is paid. This is a case of ______ law.
A. company B. intellectual property C. IT D. labour
4
8. Apple's App Store rules force rival developers to use its in-app payment system - which
charges up to 30% commission - and prevent them from informing users of cheaper payment
methods. This is a case of ______ law.
A. competition B. equity and trusts C. IT D. labour
9. Andy was accused of hiding $365mil worth of income to pay for the authorities for more than
10 years. He used offshore bank accounts and shell companies to do this. This is a case of
______ law.
A. competition B. tax C. labor D. contract
10. John lent Ben his new sport car so that Ben could drive to a business appointment. When the
car was returned, it was in terrible condition. This is a case of ______ law.
A. administrative B. equity and trusts C. labour D. competition
Task 5: Label the picture and answer the questions about legal elements in a case.
judge / jury / defendant / witness / barrister / bailiff
6. What do we call the judge in court?

A. Sir B. Your Honor C. Mr. Judge
7. What does “Order in the court!” mean?
A. I want some food. B. Be quiet. C. Please stand in line.
8. What does “The defense rests” mean?
A. The defense can go home.
B. The defense needs some sleep.
C. The defense has finished asking questions.
9. What does a barrister say when a lawyer is unhappy with what they hear?
A. They say: “Objection!” B. They say: “Disagreement” C. They say: “Protest!”
10. What does a judge say when the judge disagrees with the lawyer’ objection?
A. He says: “Overruled.” B. He says: “No way.” C. He says: “Rejected!”
11. What does a judge say when the judge agrees with the lawyer?
A. He says: “Right on!” B. He says: “Sustained.” C. He says: “Accepted!”
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Task 6: Decide who says the following statements, and write Judge (J), Lawyer (L), or Jury
(Jr) after each statement.
1. “You may be seated.” ___

2. “Do you swear to tell the truth, the whole truth and nothing but the truth?” ___
3. “Call your next witness.” ___
4. “You may cross-examine.” ___
5. “Do you recognize…?” ___
6. “Have you reached a verdict?” ___
7. “Guilty!” ___
8. “Do you recognize exhibit A?” ___
9. “May I call the first witness?” ___
10. “Do you have an alibi?” ___
Task 7: Choose the correct verbs to fill in the blanks for questions 1-10.
A. represent B. argue D. demonstrate E. apply F. commit

G. act H. offer I. negotiate J. shift K. advise
1. A barrister is a member of the legal profession who can defend or _______ a case in one of the
higher courts of law.
2. Peter has passed the examinations of the Law Society and has a valid certificate to give
advice to members of public and _______ for them in civil cases.
3. Over the past century, the emphasis in modern law has managed to_______ from
legislatively enacted to judge-made law.
4. Andrea is most interested in business law and has helped to _______ defendants of their
rights at her university law clinic.
5. In Britain, a person who does not know much about the legal system may have a solicitor to
_______ them in civil and business issues.
6. For those graduates wishing to train as a commercial lawyer, our legal companies ________
trainees first-rate work in an informative, challenging, and busy atmosphere.
7. Our legal company take a flexible approach and are willing to progress candidates whose
applications ________ first-rate personal qualities and experience.
8. The trainees in this legal department will have opportunities to analyze judicial opinions,
________ legal concepts and rules into real cases, and learn correct legal citations.
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9. His main legal duties include advising clients on corporate and commercial matters, and he
may also ________ transactions or solve legal problems.
10. Our Graduate Recruitment Programme includes an excellent set of benefits for law students
prepared to fully _______ themselves.
Task 8: Choose the correct option for each sentence.

1. Many lawmakers all over the world all agree that law should be built upon _______ to make
sure everything is in order.
A. justice B. regulation C. morality D. tradition
2. Pursuant to the current British law, the state prosecutes those who commit a crime but not
those in a civil _______.
A. dispute B. case C. manner D. argument
3. ________ law is the main source of law of modern countries, referring to all kinds of laws
and legal documents are established legally by national organizations.
A. Fundamental B. Documentary C. Common D. Statutory
4. Basically, there are three branches of the government agencies, including the legislative,
executive, and ________ bodies.
A. legitimate B. judicial C. tribunal D. official
5. After university, my work as a trainee lawyer gave me useful experience in commercial
________, and I was offered a good position in a large law firm.
A. prosecutions B. litigations C. trials D. courts
6. During my studies, I volunteered at a local law ________ to help poor people who could not
afford to pay for a lawyer.
A. faculty B. court C. firm D. clinic
7. These law clinics offer free legal ________ to the local community and provide a useful
introduction to some of the day-to-day work of a lawyer.
A. convicts B. assistance C. arbitration D. principles
8. Since English is the language of the international legal community, law firms increasingly
expect graduates to have a good ________ of English.
A. option B. practitioner C. command D. degree
9. In a non-jury trial, the judge decides guilt or _______ over the trial and has the duty of
protecting the rights of those involved.
A. accusation B. freedom C. innocence D. prison
10. In a jury-trial, the judge determines the facts of the case and renders a _______ pronouncing
if the defendant is guilty or innocent.
A. commitment B. trial C. judgement D. attorney
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11. Those law students wishing to work in a large law _______ can consider taking subjects such
as company law, commercial law, and law of litigation and arbitration.
A. tribunal B. constitution C. practice D. organization
12. Once qualified, a legal graduate can work in private practice, in-house for a commercial or
industrial organisation, in local or central government, or in the court _______.
A. convict B. service C. arbitration D. fundamental
13. Instruction in legal English is becoming ________ in a growing number of law faculties all
over the world and law students have to study this subject in their first year at the college.
A. compulsory B. stimulating C. intellectual D. challenging
14. Traditionally, ________ mainly work in a law firm or as part of a company’s legal team and
do not work in a courtroom.
A. solicitors B. barristers C. judges D. witnesses
15. The defense attorney suspected that the jury was bribed to arrive at a guilty ________.
A. equity B. verdict C. principle D. claimant
16. In the end, the judge pronounced for the defendant, and also said that the ______ should pay
the court costs.
A. plaintiff B. attorney C. prosecutor D. magistrate
17. In the tort law course, some topics include liability for intentional and ________ caused
injuries to person and property, ultra-hazardous activities, invasion of privacy, and defamation.
A. negligently B. electively C. administratively D. fundamentally
18. Those law students wishing to work alone as a sole _______ in a small town may decide to
take subjects such as family law, employment law, and housing law.
A. prosecutor B. practitioner C. diversification D. plaintiff
19. That attorney was fired for his _______ conduct in public, including using foul language and
being rude to the handicapped.
A. elective B. impractical C. negligent D. improper
20. In some countries, murderers are executed but other countries have abolished the death
_______.
A. penalty B. statute C. litigation D. tribunal
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Task 9: Read the following statements and decide if they are TRUE or FALSE.
1. A barrister is a member of the legal profession who can plead or argue a case in one of the
higher courts of law.
2. A proof is someone who sees something happen or is present when it happens.
3. The person who brings criminal charges against someone in a court is called a prosecutor.
4. A defendant is a person who is sued in a civil case or somebody who is accused of a
crime in a criminal case.
5. A solicitor is a type of lawyer who has passed the examinations of the Law Society and
has a valid certificate to give advice to members of public and acts for them in legal
matters.
6. A constitution is a fundamental law of a particular level of government.
7. A police officer must have a warrant to arrest someone.
8. Laws and government regulations affect almost all business activities.
9. Over the past century, the emphasis in law has shifted from legislatively enacted
(statutory) to judge-made (common) law.
10. The party against whom a lawsuit is brought is the plaintiff.
Task 10: Choose the correct translated version for each statement.
1. The victim’s interests are unable to be ensured.
A Nhu cầu của nạn nhân không được đảm bảo. B. Lãi suất của nạn nhân không được đảm bảo.
C. Quyền lợi của nạn nhân không được đảm bảo. D. Sở thích của nạn nhân không được đảm bảo.
2. Ông có nhận được khoản bồi thường nào cho thương tích của ông không?
A. Did you get any compensation for your injury?
B. Did you get any damages for your injury?
C. Did you obtain any money for your injury?
D. Did you receive any compensation for your injury?
3. You must accept a portion of the blame due to your negligence.
A. Anh phải chịu một phần trách nhiệm vì sự tắc trách của mình.
B. Anh phải chịu hoàn toàn trách nhiệm vì sự tắc trách của mình.
C. Anh phải chịu trách nhiệm vì sự tắc trách của mình.
D. Anh phải chịu trách nhiệm một mình vì sự tắc trách của mình.
4. Tài xế bị buộc tội vi phạm luật giao thông.
A. The driver was summoned against the traffic law.
B. The driver was ruled to have committed offenses against the traffic law.
C. The driver was restricted in offenses against the traffic law.
D. The driver was charged with offenses against the traffic law.
5. The personality of the citizens shall be protected by law.
A. Nhân phẩm của công dân được luật pháp bảo vệ.
B. Con người của công dân được luật pháp bảo vệ.
C. Đặc điểm của công dân được luật pháp bảo vệ.
D. Tính cách của công dân được luật pháp bảo vệ.
6. Anh ấy được thả ngay khi quan toàn tuyên bố không có chứng cứ buộc tội anh ấy.
A. He was mortgaged when the judge ruled there was no evidence against him.
B. He was captured when the judge ruled there was no evidence against him.
C. He was released when the judge ruled there was no evidence against him.
D. He was left when the judge ruled there was no evidence against him.
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SECTION 2. LANGUAGE USE IN A WIDER CONTEXT
1.3. PASSAGE COMPLETION
PASSAGE 1
Read the passage and choose the correct words to fill in the blanks.
In England, a “barrister” is a member of one of the Inns of Court (= the four law societies
in London to which lawyers are members). That lawyer has to pass examinations and spend one
year in training before being fully accepted to ___(1)___ law. Barristers have the right of
audience in all courts in England; in other words, they have the right to speak on behalf of their
___(2)___ before the courts.
Magistrates usually work in Magistrates' Courts. These courts hear ___(3)___ of petty
crime, adoption, affiliation, maintenance, and home violence. The court can ___(4)___ someone
for trial or for sentence. There are two main types of magistrates: stipendiary magistrates
(qualified lawyers who usually sit alone), and lay magistrates (unqualified, who sit as a bench of
three and can only sit if there is a justices' clerk ___(5)___ to advise them).
In England, judges are ___(6)___ by the Lord Chancellor. The minimum requirement for
being a judge is that one should be a barrister or solicitor of ten years' standing. The majority of
judges are barristers, but they cannot practice as barristers. Another term is “recorders”, who are
practising barristers and act as judges on a part-time basis. The appointment of judges is not a
political appointment, and judges remain in office unless they are found ___(7)___ of gross
misconduct. Judges cannot be Members of Parliament.
Juries are used in criminal cases and in some civil actions. The role of the jury is to use
common sense to decide if the verdict should be for or against the ___(8)___. Members of a jury
(called “jurors”) normally have no knowledge of the law and follow the explanations given to
them by the judge. Anyone whose name appears on the electoral register and who is between the
ages of 18 and 70 is eligible for jury ___(9)___. Judges, magistrates, barristers, and solicitors are
not eligible for jury service, nor are priests, people who are on bail, and people suffering from
mental illness. People who are excused jury service include members of the armed forces,
Members of Parliament and doctors. Potential jurors can be ___(10)___ if one of the parties to
the case thinks they are or may be biased.
(Toles Legal, 2014)
1. A. serve B. practice C. enact D. follow
2. A. clients B. customers C. consumers D. tribunals
3. A. jurisdictions B. cases C. bailiffs D. principles
4. A. announce B. witness C. claim D. commit
5. A. obvious B. present C. missing D. apparent
6. A. promoted B. voted C. convicted D. appointed
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7. A. guilty B. innocent C. responsible D. suffering
8. A. witness B. plaintiff C. accused D. prosecutor
9. A. statute B. service C. clinic D. Procuracy
10. A. challenged B. refused C. rejected D. denied
PASSAGE 2
In England we have two different types of lawyer. One is known as a solicitor and the
other is a barrister. Both are called ‘lawyers’. This can be a little confusing because in the USA
every lawyer is usually known as the ___(1)___. An English law student has to decide at some
time during their university studies which type of lawyer they would like to become when they
finally ___(2)___ as a lawyer.
Most English law students decide to become a solicitor. These are the lawyers that a
___(3)___, the person who pays for the services of a lawyer, will usually meet first. Often the
solicitor can help the client without the need for a barrister.
Most solicitors work in small private businesses, known as ___(4)___, in what are called
‘High Street firms’. This phrase ‘High Street firm’ refers to a typical, small group of solicitors
working together in the type of offices that you can find on the major streets of any English town
or city. A young lawyer will usually work first as an ___(5)___ of the firm and gain some
experience while being paid a fixed salary before being offered the opportunity to become a
partner. A typical High Street solicitor usually specialises in a particular area of law, such as
family, employment, or commercial law. Many people believe that solicitors cannot ___(6)___
for their clients in court but this is untrue. Thousands of solicitors appear in court every day,
especially in the County Courts where most claims are ___(7)___.
The second type of lawyer found in England is known as a barrister. Barristers are
usually specialists in a very particular area of law. They give advice and opinions to solicitors
and their clients. Barristers have the right of ___(8)___ (the right to be heard by a judge) in all of
the courts in the land. Barristers all work alone as individuals because they are forbidden to work
as partners. After several years of experience, members of either profession may apply to preside
over cases and sit as a ___(9)___. Within the English legal system, a law student cannot take an
exam to be a judge but has to wait to be ___(10)___ after some years of experience as a lawyer.
(Mason & Atkins, 2007)
1. A. magistrate B. attorney C. prosecutor D. tribunal
2. A. qualify B. familiarize C. confess D. convict
3. A. verdict B. bailiff C. witness D. client
4. A. legislation B. practitioner C. partnership D. equity
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5. A. associate B. accused C. administrator D. offeror
6. A. stimulate B. act C. support D. argue
7. A. investigated B. suspected C. issued D. completed
8. A. discussion B. bargaining C. innocence D. audience
9. A. judge B. jury C. procurator D. claimant
10. A. approved B. sentenced C. managed D. appointed
1.4. READING COMREHENSION
PASSAGE 1
Look at the solicitors’ advertisements on the opposite page. Give the name and the telephone
number of the firm of solicitors that I should call if I have the following legal problems:
1. I have reached the age of 50 and I am thinking about what I want to happen to my property
after my death.
2. I want to begin a business importing electrical goods from one European Union country into
another and I want to know what the rules are.
3. I am a woman who is angry that a man doing the same job in the factory where I work is paid
more than I am.
4. I am a visitor to England from the US. I came to work in London 18 months ago, with the
permission of the British authorities. However, I only had permission to be here for a year
and now I am afraid because I have broken the law.
Firm of solicitors Telephone number
1.
2.
3.
4.
Decide whether the following statements about the advertisements are TRUE or FALSE.
5. If I invent a new type of water heater that I don’t want anyone else  True  False
to be able to copy, I should call 07771 777 5454.
6. If I want to study law, I should call McCarthy Kyle and Co.  True  False
7. Matthew Morrison will always accept any client on a no win-no  True  False
fee basis.
8. The 1st Call Accident Centre specialises in the law of tort.  True  False
9. Matthew Morrison deals with complaints about other solicitors.  True  False
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(Home and hospital visits)
BREACH OF CONTRACT
FREEPHONE 0500 652 1112
www.judybarclay.co.uk 0771 3339989 25
Swanhouse Place, Chatsworth Haymarket Lane, Chatsworth.
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13
PASSAGE 2
Read the passage and do the tasks below.
Dial-A-Law is a library of pre-recorded messages to provide general information on
specific topics of law. You can call this service 24 hours a day, 7 days a week and listen to any
tape from our complete library of pre-recorded messages.
Dial-A-Law provides information, not legal advice. Each legal problem is different so if
you have a legal problem you should talk to a solicitor. If you don't have a solicitor, the Legal
Referral Service can refer you to a solicitor in your area.
While the Dial-A-Law information service is available 24 hours a day, the Legal Referral
Service is open only during normal business hours.
What if I need a solicitor?
If you listen to a Dial-A-Law message after business hours, you can phone the Legal
Referral Service during business hours the following day on the number given to you at the end
of the message.
If you listen to a Dial-A-Law message during business hours and decide you want a
referral to a solicitor, press the appropriate number when prompted and you will be automatically
transferred to the Legal Referral Service.
You will be given the names of up to three solicitors in your suburb who practise in the
specific area of law you require. You can simply arrange an appointment with one of these
solicitors. Then you must contact the Legal Referral Service to obtain a referral letter. You must
hand this to the solicitor at the beginning of your interview He or she will give you an initial
interview of up to 30 minutes free of charge.
During the interview the solicitor will tell you if you have a legal case, what is involved,
approximately how long it should take to solve the problem, and how much it is likely to cost.
Then, if you and the solicitor agree, you may hire the solicitor to handle your problem at his or
her normal fee.
(Brook-Hart & Jakeman, 2012)
Questions 1-5: Read the passage and choose the correct letter A-D for each question.
1. What could be inferred about “Dial-A-Law”?
A. It is a partnership of solicitors.
B. It is a law college library.
C. It is a legal telephone service.
D. It is a legal Internet message bank.
2. What is the function of “Dial-A-Law”?
A. Give legal counselling
B. Inform about particular legal subjects
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C. Recommend solicitor services
D. Provide contractual support
3. When is “Dial-A-Law” is available to customers?
A. At any time B. On weekdays only
C. During business hours D. For thirty minutes at a time
4. What could customers get if they listen to a Dial-A-Law message during business hours?
A. A number to contact a solicitor office in their suburb
B. A suggestion of some solicitors for them to choose
C. A letter to the Legal Referral Service
D. An interview to threes solicitors for law practice
Decide whether these statements (6-10) are TRUE (T), FALSE (F), or NOT GIVEN (NG).
6. The client can be transferred to a solicitor at any time.
7. The first consultation with a solicitor is always free.
8. The client must write ä letter of referral for the solicitor.
9. The solicitor will advise the client of the expense involved in a legal matter.
10. The client should take the first solicitor offered.
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CHAPTER 2: CONTRACT LAW

A – ESSENTIAL ELEMENTS TO FORM A CONTRACT
Task 1: Identify the essential elements in a contract based on the given definitions (1-8) and
the initial letters.
1. A promise that one party makes in exchange for O__ __ __ __
another party's performance in a contract
2. The mental attitude or determination of parties to enter a I__ __ __ __ __ __ __ __
legally binding contract
3. An express act or implication from the offeree indicating A __ __ __ __ __ __ __ __ __
the consent to the terms and conditions in a contract
4. A document that is an extension of a contract A __ __ __ __
5. Something with financial value that is given in exchange C__ __ __ __ __ __ __ __ __ __ __
for something else in a contract
6. The duties that a party has as a result of the terms and O__ __ __ __ __ __ __ __ __
conditions of the contract
7. A section in a legal agreement relating to certain C__ __ __ __ __
conditions under which the parties agree to act
8. A form of court enforcement to compensate for the R__ __ __ __ __
injured in a breach of contract
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B – OTHER ELEMENTS IN A CONTRACT
Task 2: Match the contractual terms (A-J) with their corresponding definitions (1-10).
A. damages B. valid C. assignment D. restitution E. fraudulent misrepresentation

F. party G. binding H. claim (v) I. cover (v) J. proximate cause
1. be legally acceptable or legally bound according to the law

2. an adjective used to show that something cannot be changed or avoided, especially in a
contract
3. the transfer of one's contractual rights to a third party
4. a person or organization taking part in a contractual transaction or a court proceeding
5. the act of misleading someone so as to entice them to enter into an agreement
6. the money awarded by a court in compensation for a loss or injury
7. the reason from which an injury results as a natural, direct, uninterrupted consequence and
without which the injury would not have occurred
8. to put forth a formal demand for money that is due as a remedy from an injury suffered
9. to protect someone against loss, damage, accident, or stealing, by having insurance
10. an action of returning to the owner his/her property or the monetary value of loss
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2.2. VOCABULARY PRACTICE ON CONTRACT LAW
Task 3: Fill in the blank with appropriate contractual element(s) for each case.
1. One party made a proposal to the other party as “I will sell you my car cleaning business on 1
January for £20,000”. This proposal is called a/an ________________.
2. In a contract, one party exchanged a car cleaning business in return for £20.000. As a result,
this element of a contract is called a/an ________________.
3. The husband promised to buy a diamond ring for his wife on her birthday. When he failed to
pay, the wife sued the husband. Wife’s action failed because there was no
________________ and ________________ in this case.
4. If one party says, "I will buy your car cleaning business. But not for £20,000 as you ask. I
will give you £15,000”. In this case, such a statement is called a ________________ in a
contract.
Task 4: Look at the following situations and decide what kind of contract is being described.
Consultancy agreement, Distribution agreement, Franchise agreement, Loan

agreement, Manufacturing license agreement, Retail contract, Labour Contract,
Shareholders’ agreement, Tenancy agreement.
1. I went into the supermarket and chose the items that I wanted. As soon as my basket was full,
I headed for the checkout. ________________
2. The rent is £650 pcm, which has to be paid monthly in arrears. Electricity, gas and phone bills
are extra. There's a communal garden and a communal parking area, for which I also have to pay
a nominal maintenance fee. The landlord is responsible for any repairs to the property. I'm not
allowed to sublet at any time. I've signed the lease for 18 months. ________________
3. The deal is simple: we get the right to use the company's name, their trademark, their products,
wear their uniforms, and use their stationery. They also provide our staff with all the necessary
training, give us invaluable managerial assistance and provide advertising materials. In return,
we have to meet specific requirements, such as quality of service, maintaining good customer
relations, and following the company's standard procedures. ________________
4. The total amount you are borrowing is £9,000 at an APR of 6.6%. Repaid in monthly
instalments over 3 years, this gives you a monthly repayment figure of £275.46, totalling
£9,916.56. If you wish to make an early settlement, the figure above will be recalculated
accordingly. As soon as you sign a form, your funds will be released into your bank account.
Please note that penalties will be applied if you default on repayments. ________________
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5. This agreement is for a period of two years, following a 4-week probationary period. Your
remuneration package includes an annual gross salary of £32,000. You are entitled to sick pay
and 6 weeks annual leave after you have been with us for 3 months. Your hours of work are 9 to
5 Monday to Friday, although you may be asked to work overtime during busy periods. The
company has its own medical and pension schemes which you may join. ________________
6. This agreement should be used where one party (the licensor) owns intellectual property rights
in respect of a product it has developed and wishes to license the manufacture of the product to a
third party. ________________
7. This agreement is used where one party is providing services as an independent advisor to a
company. ________________
8. This is intended to govern the relationship between a number of shareholders in a company.

The agreement works as a second layer of protection preventing the company from being run in a
manner other than has been agreed. ________________
Task 5: Work in groups and decide if the following statements are TRUE or FALSE pursuant
to the British Contract Law.
1. An individual or a business may enter into. a contract.
2. When you signed the contract, legal rights were created and were enforceable under the law.
3. An oral contract is an implied contract.
4. A legally binding agreement includes an offer and an acceptance.
5. An express contract must be in writing.
6. Formal contracts are contracts between parties who are in formal relationships, e.g.,
employer-employee relationship.
7. If an offeree is silent, he/ she can never be considered to have accepted an offer.
8. A contract entered into by a mentally incompetent person can be valid if the person had
capacity at the time the contract was formed.
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Task 6: Choose the correct words with suitable verb forms to fill in the blanks.
A. state B. perform D. reject E. award F. revoke

G. incur H. file I. communicate J. oblige K. sue
1. A counteroffer could be defined as a new offer with new terms made as a reply to a
previously ______ offer.
2. A breach of contract refers to the failure to perform a contractual obligation which ______ a
right for the other party to claim damages.
3. Anyone who is not a party to the contract is considered a third party and cannot be ______ to
do anything required under the contract.
4. He turned down the deal and came back with a counteroffer asking for more money,
requiring it to be ______ clearly in the contract.
5. When a party does not do what it has promised to do under a contract, it can be ______ for
breach of contract.
6. When a person who makes an offer withdraws it before it can be accepted, we can say that
the offer has been ______.
7. According to contract law, acceptance must be ______ and cannot be made by silence.
8. According to the British contract law, a party will not be required to ______ its contractual
obligations if a party is in breach.
9. Under the British contract law, damages are ______ to a party for any loss that the party has
suffered as a result of a breach of contract.
10. According to the British contract law, if one party breaches a contract, the non-breaching
party may ______ a lawsuit against the breaching party.
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Task 7: Choose the correct option for each sentence.
1. He turned down the deal and came back with a ______ asking for more money, requiring it
to be stated clearly in the contract.
A. counter-offer B. party C. validity D. core
2. According to the British contract law, the price and the subject matter are the essential
______ of a contract and need to be expressed in writing.
A. areas B. articles C. trials D. terms
3. According to the British contract law, a contract which is not in written form but has been
expressed in spoken words is called an oral ______.
A. agreement B. consideration C. clause D. rights
4. If a contract is broken, the ______ party might be expected to demand a restitution,
compensation, or a specific performance.
A. incriminating B. valid C. compulsory D. injured
5. In the common-law tradition, damages could be the usual ______ that a court awards for a
broken contract.
A. remedy B. nuisance C. privacy D. negligence
6. If we manage to offer a generous out-of-court _____ with the non-breaching party, it is
possible that they will not sue us.
A. cross-examination B. settlement C. defamation D. assignor
7. If you can assure us that such a breach of contract will not happen again, then it is possible
that we won't take any further ______ to sue you.
A. guarantee B. movement C. step D. action
8. The legal issue here is whether or not their breach is enough to allow our company to
terminate the contract without being ______for damages.
A. liable B. elective C. relevant D. proper
9. If the term is simply a ______, you will be able to claim damages to cover any costs you
have incurred as a result of this breach, but may not actually terminate the contract.
A. practitioner B. reference C. warranty D. condition
10. According to our contract, Mr. Butcher is ______ to either a full refund if you fail to deliver
the goods on the arranged date.
A. convicted B. entitled C. stimulated D. challenged
11. Because they failed to ______ the order by the agreed date, we would like to terminate the
contract.
A. signal B. end C. fulfill D. organise
12. According to the British contract law, a specific ______ is an order from a court that tells a
party in breach to carry out his or her obligations under a contract.
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A. action B. performance C. execution D. jurisdiction
13. When a condition or an essential term is breached, the non-breaching party may terminate the
contract and can also ______ damages.
A. claim B. repay C. appeal D. reverse
14. A lack of consideration is one reason why a promise to do something may not be recognized
as legally ______ by a court of law.
A. judicial B. statutory C. binding D. hazardous
15. A party will not be required to perform its contractual ______ if a party is in breach.
A. annex B. losses C. obligations D. conditions
16. The ______ of contract law will determine whether and at what point a binding agreement
has been made between the parties concerned.
A. customs B. principles C. considerations D. offers
17. According to the British contract law, that boy is only 14 years old, so he does not have any
legal ______ to enter into a contract.
A. duty B. liability C. capacity D. damage
18. According to the British contract law, unless one party has taken unfair advantage of the
other, or a ______ is illegal, courts are unlikely to interfere with the contractual relationship.
A. term B. warranty C. performance D. remedy
19. In the end, the non-breaching party has got the damages to ______ the loss incurred by the
breach of contract via negotiation.
A. cause B. represent C. cover D. claim
20. According to the British contract law, any alterations or ______ in the contract must be
agreed upon by the two parties in writing.
A. rearrangements B. amendments C. judgments D. terminations
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Task 8: Choose the correct translated version for each statement.
1. They can reach an agreement through the negotiations.
A. Họ có thể đạt đến thương lượng thông qua thoả thuận.
B. Họ có thể thông qua thoả thuận đạt đến thương lượng.
C. Họ có thể thoả thuận và thương lượng
D. Họ có thể đạt đến thoả thuận thông qua thương lượng.
2. Once you find something that is against the regulations of contract, you can demand to
correct in time.
A. Một khi anh đã phát hiện điều gì đó trái với các yêu cầu của hợp đồng thì anh có thể yêu
cầu chỉnh sửa đúng lúc.
B. Một khi anh đã phát hiện điều gì đó trái với các qui định của hợp đồng thì anh có thể yêu
cầu chỉnh sửa đúng lúc.
C. Một khi anh đã phát hiện điều gì đó trái với các đề nghị của hợp đồng thì anh có thể yêu
cầu chỉnh sửa ngay.
D. Một khi anh đã phát hiện điều gì đó trái với các qui định của hợp đồng thì anh có thể yêu
châm dứt ngay.
3. The borrower shall repay the loan within the contracted time limit.
A. Người mượn sẽ trà lại khoản vay trong thời hạn thoả thuận hợp đồng.
B. Người mượn sẽ thanh toán lại khoản vay trong thời hạn thoả thuận hợp đồng.
C. Người mượn sẽ bồi thường lại khoản vay trong thời hạn thoả thuận hợp đồng.
D. Người mượn sẽ trà lại khoản nợ thế chấp ngân hàng trong thời hạn thoả thuận hợp đồng.
4. Tranh chaáp phaùt sinh trong quaù trình thöïc hieän hôïp ñoàng.
A. Arguments arises in the implementation of the contract.
B. Disputes arise in the implementation of the contract.
C. Disputes occur in the fulfillment of the contract.
D. Arguments appear in the implementation of the contract.
5. Toà án tuyên cho bên bị thiệt hại hợp đồng được hưởng tiền bồi thường là 1 triệu đòng.
A. The court awarded 1 million VND in damages to the injured party.
B. The judge decided 1 million VND in damages to the breaching party.
C. The court fined 1 million VND in compensation to the non-breaching party.
D. The court compensated 1 million VND in damages to the injured party.
6. Hiện tại những người có quyền đề xuất việc bồi thường cho những thiệt hại về tinh thần trong
luật hợp đồng chỉ giới hạn cho các cá nhân thôi.
A. Anyone that has the right for spiritual damages in contract now is only limited to
individuals.
B. The person that has the right for compensation for spiritual damages in the contract law at
present is only limited to individuals.
C. The one that has the right to put forward compensation for spiritual damages under the
contract law at present is only limited to individuals.
D. Who has the right to ask for compensation for spiritual damages at present is only limited
to individuals pursuant to the contract law.
7. Nếu bện bị tổn thất hợp đồng cũng có lỗi gây ra thiệt hại, thì trách nhiệm của bên vi phạm
cũng có thể giảm nhẹ.
A. If the breaching party is also causing the damage, the liability of the accused may be
reduced.
B. If the victim party also causes the damage, the liability may be reduced.
C. If the non-breaching party is also at fault for causing the damage, the contractual liability
of the accused may be reduced.
D. If the injured party is also at fault for causing the damage, the liability of the breaching
party may be reduced.
8. Trách nhiệm pháp lí về việc vi phạm hợp đồng được quy theo thoả thuận hai bên.
A. The duty for breach of contract shall be borne with the agreement between the parties.
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B. The liability for breach of contract shall be borne in accordance with the agreement
between the parties.
C. The breach liability of contract shall be borne as the agreement between the parties
according to the law.
D. The liability of contract is borne in accordance with the agreement between the parties.
9. Hợp đồng được thực hiện đúng pháp luật sẽ có hiệu lực khi thực hiện.
A. The contract legally executed shall become effective right when it is done.
B. The contract legally executed shall become effective up on execution.
C. The contract legally made shall become effective when it has been executed.
D. The contract legally made shall become effective just after it is signed.
10. Các bên phải thực hiện đầy đủ nghĩa vụ của các bên được nêu trong hợp đồng.
A. Both parties shall fulfill their obligations which arise in the contract.
B. Both parties shall fulfill their obligations they have to do as they have arisen from the
contract.
C. The parties must fulfill their respective duties out of the contract.
D. The parties shall fulfill fully their respective obligations arising out of the contract.
11. Bên vi phạm hợp đồng sẽ chịu trách nhiệm pháp lí cho việc vi phạm hợp đồng bằng cách bồi
thường tổn thất.
A. The breaching party shall bear the breach of contract legally by compensating for losses.
B. The breaching party shall undertake the legally liability for breach of contract by
compensating for damages.
C. The breaching party shall bear the liability for breach of contract by compensating for
losses.
D. The breaching party has to compensate for losses by bearing the liability for breach of
contract.
12. Nếu anh ta không thực hiện nghĩa vụ hợp đồng của mình, toà án sẽ dung các biện pháp
cưỡng chế thi hành.
A. If he does not complete his duty in the contract, the court will take the enforcement
measures.
B. If he does not get his contractual duty completed, the court will take the enforcement
measures.
C. If he does not commit his contractual obligation, the court will take the enforcement
measures.
D. If he does not fulfill his contractual obligation, the court will take the enforcement
measures.
SECTION 2. LANGUAGE USE IN A WIDER CONTEXT
PASSAGE 1
In general, businesses are free to ___(1)___ into whatever contracts they agree between
themselves according to the UK law. However, business contracts must not be ___(2)___ to case
law or to Acts of Parliament. If the contents of a contract, usually called the terms and
___(3)___, do not comply with the law, meaning they don't follow the law correctly, then a judge
will probably decide that the contract is “void”. In other words, it is not an ___(4)___ contract
that a court will recognise as valid. It is a general rule that both parties to the contract must have
___(5)___ to contract. This means that when a person signs a contract they must be:
- old enough to ___(6)___ (say yes) to it
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- not mentally ill
- and not drunk or using drugs.
It is another general rule that both parties must have ___(7)___ signed the contract
voluntarily, freely, and not under duress (pressure).
A contract may be ___(8)___, or oral (spoken), or in the form of a deed. A deed is
sometimes called a contract under seal. It is a special contract that is legal even though one of the
parties has not provided consideration. A promise of a gift or donation for example, can be a
valid contract if the agreement takes the form of a deed. An oral contract is binding according to
English law. Even if a contract involves a large sum of money, it is still valid though it is oral.
When a contract comes to an end, we say that the contract is discharged. If the contract is
discharged because one of the parties does not ___(9)___ their obligations, it is called a breach.
If one party breaches the contract, the injured party can sue the party in breach. The injured party
is the ___(10)___ and the party in breach is the defendant.
(Frost, 2009)
1. A. negotiate B. enter C. participate D. enroll
2. A. contrary B. according C. similar D. equal
3. A. offers B. conditions C. intentions D. parties
4. A. obliged B. compulsory C. elective D. enforceable
5. A. judgment B. capacity C. restitution D. clause
6. A. approve B. appeal C. terminate D. consent
7. A. issued B. completed C. convicted D. confessed
8. A. incurred B. designed C. written D. drafted
9. A. defend B. fulfill C. represent D. cover
10. A. claimant B. accused C. prosecutor D. assignee
PASSAGE 2
The final element of a contract is consideration. An English case from 1875, Currie vs.
Misa, gave a definition of ___(1)___ which is still used today in the contract law of England, the
USA and Canada. The judge in that case defined the term as:
“some right, interest, profits or benefit accruing to the one party or some forbearance,
detriment, loss or responsibility given or ___(2)___ by the other.”
In other words, the parties must gain some benefit from what is exchanged or ___(3)___
some loss. Consideration is usually goods, money, work or services but it can be other things. In
a very simple example, if I sell my gardening business to you for £50,000, my consideration is
the business and your consideration is the money. Motive is not the same as consideration. Your
25
motive for contracting is your personal ___(4)___ for contracting. It may not coincide with the
consideration you are giving, or receiving, as part of the contract.
___(5)___ contract law, there is no contract if there is no consideration. It is one of the
four necessary elements of a contract. The consideration must be reciprocal with both parties
providing consideration. The consideration cannot be an act or a thing which is illegal, immoral
or ___(6)___ to public policy. If a certain act is ___(7)___ by some law, then it is illegal. An
example would be a contract to employ an unqualified pilot to fly a plane.
There is one type of contract that is an exception to the ___(8)___ of consideration and
that is a deed, which is also sometimes known as a contract under seal. Many years ago, people
entering into a contract would put hot wax on the bottom of the paper and press a family ring
into it. This seal was a sign of consent to the ___(9)___ of the contract. In modem times, deeds
are used mostly in contracts that involve land. If a contract is a deed, then no consideration is
required. This means that if, for example, donations to charity are made under seal, they are
___(10)___ contracts, even though there is no valid consideration.
(Toles Legal, 2014)
1. A. offer B. acceptance C. consideration D. intention
2. A. undertaken B. handled C. decided D. enacted
3. A. express B. suffer C. claim D. issue
4. A. expectation B. ambition C. goal D. reason
5. A. Under B. With C. Through D. On
6. A. contrary B. according C. similar D. equal
7. A. obligatory B. appellate C. proximate D. punishable
8. A. obligation B. restitution C. requirement D. necessity
9. A. damages B. terms C. issues D. articles
10. A. implied B. voidable C. liable D. enforceable
2.4. READING COMPREHENSION
PASSAGE 1
The basic principles of contract law in the English system originate from established
customs and rules and are fundamental to all areas of law in practice. Reference is made to these
principles in drafting and interpreting the provisions of any legal agreement, such as a lease, a
loan agreement, or a sales contract. The principles of contract law will determine whether and at
what point a binding agreement has been made between the parties concerned.
Formation of a contract requires the presence of four essential elements.
a. OFFER
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The contract must contain the basic terms of the agreement in the form of offers. These
offers are capable of acceptance without further negotiation. It can be expressed in many
different ways, from a short and simple oral statement to a long and detailed written statement.
This does not mean that the initial communication between parties will in itself constitute an
offer. For example, in an auction situation, the seller may make an invitation to treat – invite an
offer – by setting out the conditions of sale (for example when payment will be made) with the
exception of the price. The offer is submitted by the purchaser, who offers to purchase at a
specified price and will usually incorporate the terms of the invitation to treat into his / her offer.
In other words, one party has to make sure that the offer is clearly communicated and reasonable
in order to convince the other party that an offer is actually being made.
b. ACCEPTANCE
There must be an unqualified agreement to proceed on the basis set out in the offer and it
must be communicated to the offeror in order to be effective. If the offeree states that he or she
accepts the offer with some variations of the terms, then this would be a qualified acceptance
which constitutes a counteroffer and a new contract has been made. Issues may arise as to
whether the acceptance has been communicated. Two rules determine this are:
• The reception rule applies to instantaneous forms of communication, for example
telephone calls. The contract is said to be formed when the acceptance is received by the offeror.
• The postal acceptance rule, where there is a delay between the communication being
sent and received, for example by post. The contract is formed when the acceptance is sent by
the offeree.
To avoid uncertainty, the offeror may specify the method and timing of acceptance.
Agreement on essential terms, for example price and delivery, must be certain and not vague.
c. CONSIDERATION
Consideration is the benefit that each party gets or expects to get from the contractual
deal. For a contract to be enforceable, something of value must be given, for example a price,
even if it is of nominal value, say £1.
Consideration is usually either the result of:
- a promise to do something which is not legally obligated to do, or
- a promise not to do something that one party has the right to do (often, this means a
promise not to file a lawsuit).
d. INTENTION
It is assumed that contracting parties intend to create legal relations, particularly in
commercial circumstances. This means:
- The contracting parties’ minds are obvious to enter a contract deliberately or intentionally.
- If there is no intention to create legal relations, the contract would not be enforceable.
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- Without intention to create legal relations, the parties cannot sue each other.
- Without intention to create legal relations, the contract may become a mere promise,
and such a promise is not legally binding.
(Furth & Krois-Linder, 2014)
Choose the correct answer for each question.
1. From what do the basic principles of contract law in the English system arise?
A. Established customs and rules B. Drafting and provisions
C. Provisions of legal agreements D. British law in practice
2. Which one is CORRECT about the offer of a contract?
A. Basic terms of a contract can be negotiated or unaccepted.
B. All initial communication between parties constitutes an offer.
C. An offer must be made both orally and in writing.
D. Terms of an offer should be clearly communicated.
3. According to the passage, what is a “counteroffer”?
A. An unqualified agreement B. Communication to the offeror
C. Variations of the terms D. A qualified acceptance
4. How to avoid uncertainty of the communicated acceptance?
A. Instantaneous forms of communication B. Specified method and timing of acceptance
C. The postal acceptance rule in case of delay D. Uncertain price and delivery
5. Which one is CORRECT about intention of a contract?
A. It is something of value as an exchange for entering a contract.
B. Only one party is needed to intentionally enter a contract.
C. The value of a contract can be invalid and illegally accepted.
D. It still can create a legally enforceable promise without intention.
Do the following statements agree with the information given in Reading Passage? Write:
TRUE if the statement agrees with the information
FALSE if the statement contradicts the information
NOT GIVEN if there is no information on this
6. A contract may have four elements: offer, acceptance, consideration and intention.
7. An offer is an essential part in a contract.
8. The acceptance needs to be communicated without any variations.
9. Consideration can be a part of a potential lawsuit.
10. A contract without intention cannot legally be enforceable.
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PASSAGE 2
Offer and acceptance are not enough to make a contract. A legally binding and
enforceable contract also needs:
- Consideration.
- Intention to make a legal relationship
Consideration is what one party promises to give to, or promises to do for, the other
party. In many jurisdictions, consideration is not essential. However, the British common law
requires that, for an agreement to be legally binding, both parties need to provide consideration
to make a contract valid. There are many precedents in English law where judges decide what is
good consideration and what is not.
Consideration is usually one of the following things:
- a promise to do something - goods
- a promise not to do something in the - services
future - money
A promise of a gift or of a free service does not usually create a contractual situation
according to English law. This is because one of the parties has not provided consideration. To
make a contract both parties must give something or do something for the other in a kind of
exchange. A lawyer describes this by saying that consideration must be reciprocal. It must travel
in both directions. If consideration is a good thing for a party and is positive in nature, we say
that he or she has gained a benefit. Receiving a payment of money would be an example of this.
However, sometimes the consideration provided is negative in nature. Let’s imagine an
employee agrees in his or her employment contract not to start a business for two years after the
contract terminates. He or she has promised not to do something in the future. We say that this
party has suffered a detriment, and this is called forbearance.
Another element of a contract is “Intention”. Intention refers to the fact that contracting
parties intend to create legal relations, particularly in commercial circumstances. This means:
- The contracting parties’ minds are obvious to enter a serious contract deliberately or
intentionally.
- If there is no intention to create legal relations, the contract would not be enforceable.
- Without intention to create legal relations, the parties cannot sue each other.
- Without intention to create legal relations, the contract may become a mere promise, and
such a promise is not legally binding.
(Rupert, 2009)
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Choose the correct words from the text to complete the sentences below WITH NO MORE
THAN THREE WORDS.
1. As well as offer, acceptance and consideration, the parties to a contract need to create
____________________________ via intention
2. Consideration is essential when a contract is made by both parties so that it can be
____________________________.
3. To find out what is good consideration for a contract, we need to check the relevant
____________________________ to see what judges say about it.
4. When one party does provide consideration in case of a promise or a free service, no
____________________________ has been created.
5. Both parties to the contract must provide consideration, in other words it must be
____________________________.
Choose the correct answer for each question.

6. Who decides the validity of a consideration in English law?
A. The judges B. Both parties C. Either a party D. The jurisdiction
7. What is another name of a “promise not to do something in the future” in the form of a
contract consideration?
A. Reciprocal B. Detrimental C. Forbearance D. Benefit
8. What could be inferred about consideration of a contract?
A. Consideration is not required in some jurisdictions.
B. Consideration should always have financial values.
C. Consideration is positive in nature at all time.
D. Consideration must not cause any detrimental suffering.
9. Which one is CORRECT about intention of a contract?
A. It is something of value as an exchange for entering a contract.
B. Only one party is needed to intentionally enter a contract.
C. The value of a contract can be invalid and illegally accepted.
D. It still can create a legally enforceable promise without intention.
10. A contract requires two parties to sign to create a legal relationship.
11. The British common low requires two parties to provide a valid consideration.
12. The English law excludes gifts or free services from contractual situations.
13. Two parties can sue each other even though there is no intention in the contract.
14. A negative consideration may immediately make one party detrimental.
30
CHAPTER 3: COMPANY LAW

INDUSTRY TYPES, BUSINESS TYPES, AND BUSINESS MODELS
A. public limited B. sole trader C. Articles of D. limited liability E. business entity

company Association company
F. franchise G. Certificate of H. business I. partnership J. Memorandum of
Incorporation conduct Association
1. A form of business whose shares are not traded on the stock market and the owners only pay
part of the money they owe if the company goes bankrupt
2. A form of business which offers its shares to be traded on the stock exchange for the general
public
3. A legal document that contains the fundamental conditions under which the company is
allowed to operate
4. A self-employed person who runs their own business, and does not have a partner or any
shareholders
5. A legal document that includes rules and regulations of the company’s internal affairs and
structures
6. A form of business between a local entrepreneur and a well-established business under an
existing business model and trademark
7. A form of business where two or more people share ownership, the responsibility for
managing the company, the profits, and all liabilities
8. A legal document issued by a governmental authority granting a company status as a legal
entity
9. A legally recognized organizational structure to facilitate specific business activities
10. A set of organizational rules that govern the conduct of the company and its members
31
Task 2: Write the correct business type for each picture.
1. ……………………….
2. ……………………….
3.
……………………….
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4. ……………………….
3.2. VOCABULARY PRACTICE ON COMPANY LAW

Task 3: Identify the differences between these business terms: Inc., Corp., Group, and Co. Give
one example company for each term.
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
33
Task 4: Look at the following business types. Read what the people say below and match their
businesses with the correct business type.
sole trader/ sole proprietor partnership

limited liability company public limited company
a. Esther Jackson: “We set up our business together two years ago. I'm an accountant and Mark
is a builder. We trade under the name of MH Property Services. Mark does all the building work
while I deal with all the paperwork. Mark and I share all the profits. We didn't have to register
the business anywhere. We took out a loan from the bank when we set up, to buy a van and any
tools that Mark needed. The bank insisted on securing the loan on our house, but as we were
confident about the future of the business, we decided to take this risk.”
This type of business is a ____________________________.
b. Harriet Higgins: “I own shares in Express Enterprises, which I bought two years ago through
a stockbroker. Express Enterprises has just announced that it has made record profits this year.
It has declared a dividend, which provides an excellent return on my investment. This dividend is
to be distributed soon. All of the shareholders will be delighted that the price of shares has risen
by 21 pence each since this announcement was made. Stockbrokers are reporting that a lot of
people are interested in buying Express Enterprises' shares.”
c. Hassan Abdullah: “I own a consultancy firm. I have office premises in Birmingham and I
employ two full-time employees. I have just completed the annual return for the last year of
trading, providing details of the capital, the shareholders, address of the registered office and
other information. My accountant is preparing the annual financial accounts. Business
fluctuated last year, but I am optimistic that it will grow and provide a steady income.”
d. Elliot Solomon: The four of us set up our accountancy business about 18 months ago. After
considering the options, we decided on this type of business structure. Most new professional
services are using this structure. There is less risk involved as we are only liable for the amount
of money we contributed to the business. Tax was another consideration. We didn't want to pay
corporation tax which is generally at a higher rate, so we opted for this. We each have to pay
income tax on our share of the business profits.'
34
e. Suzanne Marshall: “I am a maths teacher. I used to work in a big school, but decided that I
wanted to do private tutoring, specialising in helping children who find it difficult to understand
maths. The business is very successful and I have a waiting list of parents who are interested in
their children having lessons with me. I don’t want a big business, I’m happy just doing the
hours I want. I can be as flexible as I want. If I need more money, I just accept extra pupils. The
business is easy to run and I'm not restricted by rules and regulations.”
Task 5: Fill in the blanks with appropriate words of industry types, business models, and types
of companies.
Industry types: primary, secondary, tertiary
1. Shippmaking is considered as the ______ industry because it produces finished, usable

products for marine purposes.
2. Hospitality is a ______ industry that involves hosting guests in such areas of restaurants and
hotels.
3. Oil and gas extraction is a ______ industry that involves the process of extracting oil via
pump jacks and other artificial lift devices for further refinery processes later.
Business models: B2B, C2C, B2C, B2B2C
4. The ______ e-commerce sales follow the retail model, where a business sells directly to
individuals, but business is conducted online as opposed to in a physical store.
5. John set up his online business last year with the ______ model to sell ready-made and
healthy food to office workers.
6. Starbucks is an example of the ______ business model because this type of company sells
their products directly to customers.
7. AIA Life Insurance follows both ______ and B2C business model as the company sells their
products and services directly to businesses and consumers.
8. In 2020, Vietnamese VinGroup has officially launched its ______ e-commerce platform
VinShop to connect goods directly from manufacturers to grocery store owners, and finally sell
the products to end users.
35
Types of company: holding, subsidiary, state-owned, public limited
non-government, foreign, private, limited liability
9. Heineken Vietnam Brewery is a ______ business because its shares are not listed and traded
on the stock market, but it amounted to approximately 0.95% of the nation’s total GDP through
its value chain last year.
10. In September 2016, the pharmaceutical and medical device company Johnson & Johnson
(J&J) announced they were buying Abbott Medical Optics for $4.3 billion and become the
______ company of Abbott.
11. Ebay Inc. is an American multinational e-commerce ______ company based in San Jose,
California and one share of EBAY stock can currently be purchased for approximately $63.11.
12. Instagram has been the ______ of Facebook Inc. since 2014 with the acquiring capital at 1
billion USD, and Facebook Inc. has exerted ultimate control over anything that happens at
Instagram.
13. Vietnam Electricity (EVN) was established by the government as a ______ company in
1994, and has operated officially as a one-member limited liability company since 2010.
Task 6: Choose the correct answer for each sentence.
1. Under the Company law, a company and its members are ______ legal personalities, which
means that a company has separate rights, duties, and ability to sue and be sued ensured by law.
A. single B. ideal C. distinct D. incriminating
2. Under the Company law, members of a private limited company are generally not ______
responsible for the money owed by the company.
A. enforceably B. personally C. morally D. validly
3. The Articles of Association are made to define fundamental regulations relating to the
purposes and ______ affairs of a company to achieve the business objectives.
A. domestic B. local C. internal D. external
4. Under the Company law, a company has its own rights and duties under the law just like a
______ person.
A. revoking B. living C. formal D. natural
5. A company is a group of people which is treated as a legal person, with a ______ identity
from its shareholding members.
A. justified B. separate C. voidable D. proximate
6. Companies have an inherent flexibility, implying that a company initially formed by a sole
proprietor can grow to be a ______ listed company.
A. publicly B. widely C. commonly D. fraudulent
36
7. The “Articles of Association” regulates the company's internal management and ______
affairs, including matters such as the rights and obligations of shareholders and directors,
conduct of meetings and corporate contracts.
A. managerial B. innovative C. incorporated D. administrative
8. As business becomes increasingly globalised, company lawyers in one jurisdiction have to be
more aware of the company laws of other jurisdictions as well as international ______.
A. regulations B. customs C. traditions D. rules
9. Because of the limited liability of the members for its debts, as well as its separate
personality and tax ______, the company has become the most popular form in business.
A. offer B. remedy C. treatment D. invasion
10. Generally, the ______ of a company consists of two documents, the Memorandum of
Associations and the Articles of Association.
A. constitution B. proprietor C. inter alia D. fund
11. Once you have filed the required statutory forms as well as the constitutional documents with
Companies House, a ______ of incorporation will be issued to you.
A. degree B. qualification C. license D. certificate
12. Under the Company law, if a person decides to form an unincorporated business on his or her
own, that person will be a sole ______.
A. vehicle B. proprietor C. franchise D. management
13. A ______ is a form of business organization that is authorized to act as a legal entity
regardless of the number of owners.
A. corporation B. legislature C. partnership D. personality
14. A company is a voluntary ______ of persons recognised by law, having a distinctive name
and common seal, formed to carry on business for profit.
A. stakeholder B. agenda C. track D. association
15. One drawback of public limited companies is that there can be a loss of ______ by the
original owners as additional shares are sold.
A. affair B. control C. fund D. vehicle
16. Under the Company law, the directors are required to have regard to the desirability of the
company ______ a reputation for high standards of its business conduct.
A. balancing B. submitting C. maintaining D. winding
17. Under the Company law, the directors are required to have regard to the need to ______ the
company's business relationships with suppliers, customers, and others.
A. foster B. initiate C. activate D. associate
37
18. Under the Company law, the directors are required to have regard to the impact of the
company's ______ on the community and the environment.
A. privileges B. benefits C. operations D. commitments
19. In limited companies, the assets of the owners and the business are entirely separate, thereby
protecting the personal assets of the owners from the claims of the company’s ______.
A. creditors B. directors C. regulators D. contractors
20. A company is a stable form of business organization with perpetual ______, which means its
life does not depend upon the death, insolvency, or retirement of any or all shareholders or
directors.
A. consent B. existence C. claim D. discretion
Task 7: Choose the correct words with suitable verb forms to fill in the blanks.
A. restrict B. serve D. reflect E. comply F. enlarge

G. authorise H. register I. file J. incur K. promote
1. Under the British Company law, the transfers of shares in a private limited company are
generally ______ by the articles of association.
2. The main reason why the owners of private limited companies convert into public limited
companies is that they want to ______ additional capital to expand the business.
3. If a business offers its shares to the general public, it is known as a _______ company and
this allows the company to raise capital for expansion or diversification of business activities.
4. Under the Company law, governmental authorities and regulators need to monitor the
activities of companies frequently to ensure that these companies ______ with the law.
5. Under the Company law, a company must have an office in the jurisdiction at which it can be
______ with any legal process.
6. The Memorandum sets out the Company’s objects, or purpose, and it is important to ensure
that these properly ______ the company intentions.
7. Under the Company law, a company is capable of owning property, ______ debts, borrowing
money, employing people, entering into contracts, suing or being sued as an individual.
8. Under the EU Company law, a corporation is by nature an artificial person created or ______
by the legal statute for some specific purpose.
9. A director of a company must act in the way he considers would be most likely to ______ the
success of the company for the benefit of its members as a whole.
10. . In the UK, a Certificate of Incorporation is issued once the company's constitutional
documents and statutory forms have been ______.
38
Task 8: Rearrange the following sentences.
1. Some / the / Companies / Act / 2020 / in /provisions /have / not / come / into / of / the /force / yet.
A. Some of the provisions in the Companies Act 2020 have not come into force yet.
B. Some of the Companies Act 2020 in the provisions have not come into force yet.
C. Some of the Companies provisions in the Act 2020 have not come into force yet.
D. Some of the force in the 2020 Companies Act have not come into provisions yet.
2. Is/ to/ choose/ a/ legally/ name/ it/ for/ the/ company/ which/ necessary/ is/ acceptable.
A. It is necessary to choose a company for the name which is legally acceptable.
B. It is legally acceptable to choose a name for the company which is necessary.
C. It is necessary to choose a name for the company which is legally acceptable.
D. It is acceptable to choose a company the name for which is legally necessary.
3. A / company /at /which /it /can /be /served /with /any /legal /process /must /have /an /office /in
/the /jurisdiction.
A. The jurisdiction at which it can be served with any legal process must have an office in a
company.
B. A company must have an office in the jurisdiction at which it can be served with any legal
process.
C. A company at which it can be served with any legal process must have an office in the
jurisdiction.
D. An office must have a company in the jurisdiction at which it can be served with any legal
process.
4. Under /the /legal /company /,/a / and / members /are /distinct / its /law/personalities.
A. Under the law, a company and its members are distinct legal personalities.
B. Under the legal company, a law and its members are distinct personalities.
C. Under the distinct personalities, a law and its members are legal company.
D. Under the legal members, a company and its distinct personalities are law.
5. Company /members /are / not /personally / company /responsible /the /money /owed /for/
generally /by /the /
A. Owed members are personally not generally responsible for the company money by the company.
B. Company members are personally responsible for generally not the money owed by the company.
C. Company members are owed by the personally responsible company for generally not the money.
D. Company members are generally not personally responsible for the money owed by the company.
6. A /is /considered /to /a /partnership /legal /person /not /and /is /not /able /name /to /own
/property //be in /its /own.
A. A legal person is not considered to be a partnership and is not able to own property in its own name.
B. A partnership in its own name.is not considered to be able to own property and is not a legal person.
C. A partnership is not considered to be a legal person and is not able to own property in its own name.
D. A property is not considered to be a partnership in its own name and is not able to own legal person.
7. A / person /owns / legal /rights /and /under /the /person /law /just /like /a /natural /duties.
A. A person owns legal rights and duties under the person just like a natural law.
B. A person owns legal duties under the rights and person just like a natural law.
C. Rights and duties under the law just like a legal person owns a natural person.
D. A legal person owns rights and duties under the law just like a natural person.
8. The /affairs /of /directors /manages /the /policy /board /of /the /company /and /makes
A. The affairs of directors manages the policy and makes board of the company.
B. The company manages affairs of directors and makes the board of the policy.
C. The board of directors manages the affairs of the company and makes policy.
D. The policy of directors manages the affairs of the company and makes board.
39
9. The /has /regard /the /director /desirability /of /the /standards /maintaining /a /business /reputation /for
/high /to /of /company conduct.
A. The director has regard to the desirability of the company maintaining a reputation for high standards
of business conduct.
B. The director of the company has regard to the reputation maintaining a desirability for high standards
C. The reputation for high standards of business conduct has regard to the desirability of the company
maintaining a director.
D. The desirability of the company has regard to the reputation maintaining a director for high standards
10. It/ that/ newspaper/ was/ the/ had/ caused/ the/ professional/ damage/ to/ irreparable/ company’s/
alleged/ reputation/ article.
A. It was alleged that damage had caused irreparable the newspaper article to the company’s
professional reputation.
B. It was alleged that the company’s professional reputation had caused irreparable damage to the
newspaper article.
C. It was alleged that the newspaper article reputation had caused irreparable company’s professional to
the damage.
D. It was alleged that the newspaper article had caused irreparable damage to the company’s
professional reputation.
11. A/ is/ an/ of/ incorporated/ activities/ to/ conduct/ formed/ business/ or/ association/ in/ the/ name/
the/ company/ association other.
A. An incorporated association is a company formed to conduct other activities in the name of the
association or business.
B. A company is an incorporated association formed to conduct business or other activities in the name
of the association.
C. A company is formed an incorporated association to conduct business in the name of the association
or other activities.
D. A company is the name of the association formed to conduct business in an incorporated association
or other activities.
12. Association”/ Articles /and/ “Memorandum/ of / states/ the/ company/ name/,/ the/ situation/ of /the
/Registered /Office/, /the/ object/ of /the /company /and /its /,/ liability
A. “Articles of Memorandum and Association” states the company name, the situation of the Registered
Office, the object of the company, and its liability.
B. The company name, the situation of the Registered Office, the object of the company, and its
liability states the “Memorandum and Articles of Association”.
C. “Memorandum and Articles of Association” and its liability states the company name, the
situation of the Registered Office, the object of the company.
D. “Memorandum and Articles of Association” states the company name, the situation of the
Registered Office, the object of the company and its liability.

PASSAGE 1
Hedgsons law firm is a limited liability partnership. In a traditional partnership, each
partner has unlimited liability for the partnership ___(1)___. But in a limited liability
partnership, if the partnership ___(2)___ a lot of money to someone but cannot pay, a partner
will not have to use his or her own money to pay that debt. In other words, a partner's personal
40
assets are not at ___(3)___. Rather, a limited liability partnership uses the ___(4)___ of the
partnership to pay the debts of the partnership.
When people want to set up a limited liability partnership, they must register it with our
central registry of companies, and it becomes what is known as an ___(5)___ business. This
means that the business is registered in its own name and has its own legal ___(6)___. In other
words, a limited liability partnership is a legal person.
A limited liability partnership has to supply its financial details and certain information
about its partners to the registry of companies. Information about a traditional partnership is
secret, but information about a limited liability partnership is not. A limited liability partnership
must also follow more rules and ___(7)___ than a traditional partnership. A limited liability
partnership is taxed in the same way as a traditional partnership. Each member must pay income
tax on his or her ___(8)___ of the profits.
A limited liability partnership usually has a deed of partnership, which is similar to the
partnership agreement in a traditional partnership. The deed of partnership contains details of the
amount of money that each member will ___(9)___ to the partnership, each member's duties, and
what happens if a partner leaves the business. A limited liability partnership is becoming popular
in situations where two or more people wish to set up a business together. This business
___(10)___ is very popular at the moment, especially with people who set up a new law firm.
1. A. debts B. proprietors C. rationales D. licenses
2. A. owns B. lends C. pleads D. owes
3. A. misrepresentation B. risk C. fraud D. order
4. A. condition B. vehicle C. agenda D. capital
5. A. incorporated B. intellectual C. incriminating D. proximate
6. A. treatment B. entity C. personality D. characteristic
7. A. articles B. commitments C. customs D. regulations
8. A. share B. clause C. initiative D. property
9. A. contribute B. track C. collect D. submit
10. A. regulator B. stakeholder C. structure D. creditor
PASSAGE 2
If two or more people wish to go into business together, a partnership offers a simple way
to do so. Partners share the control, responsibility and finances of the business. You do not need
to ___(1)___ your partnership, except with the tax authorities. A partnership is not a legal
41
___(2)___. As a result, each partner is usually regarded as being ___(3)___. Each partner will
pay income tax on their share of the ___(4)___ of the partnership.
A partnership often just consists of general partners. All of these partners have the
___(5)___ to make decisions about the business. They share all the profits and have joint liability
for any debts incurred by the business. This means that if the partnership does not pay what it
owes to someone, that creditor may demand payment from one or more of the partners. The
partners' personal ___(6)___ are said to be at risk.
It is possible to have other types of partner. An equity partner contributes ___(7)___
capital to the partnership and receives a share of the partnership profits in proportion to the
amount of capital he or she has invested. These partners are involved in all decision-making.
Some people may contribute money to the partnership, but they do not involve themselves in the
day-to-day control of the business. They are often called sleeping partners or dormant partners.
There is no legal ___(8)___ to have a partnership agreement although this is
recommended. It will help to avoid or resolve any disputes which may arise. If there is no
partnership agreement, the dispute will be ___(9)___ according to the Partnership Act 1890.
However, the Partnership Act may provide a solution that the partners do not like. Also, if there
is no partnership agreement, the partnership must be ___(10)___ instantly if a partner ceases to
be a partner, for example if he or she dies, resigns, or goes bankrupt. Again, this is probably not
what the partners would like to happen.
(Krois-Linder & Translegal, 2012)
1. A. register B. enter C. participate D. enroll
2. A. conduct B. personality C. entity D. treatment
3. A. self-employed B. non-affiliated C. relevant D. incriminating
4. A. alias B. revenues C. profits D. salaries
5. A. authority B. capacity C. restitution D. legislation
6. A. terms B. affairs C. commitments D. assets
7. A. stake B. capital C. estate D. reputation
8. A. obligation B. offer C. intention D. acceptance
9. A. prosecuted B. monitored C. challenged D. settled
10. A. deleted B. shut C. dissolved D. collapsed
PASSAGE 3
Fill in the blanks with appropriate words to complete the passage.
When lawyers talk about setting up a new company, they use the expression 'to
(1)_______ a company’. That means to set up a new company in the proper way. First, we must
42
(2)_______ the company with Companies House. We cannot start to trade in the company's
(3)_______ until the company appears on the official register of companies. The people who set
up a company are often called the founders of the company. When the founders set up a
company and register it with Companies House, the company is known as an incorporated
business and has its own (4)_______ legal entity, but sole traders and traditional partnerships are
unincorporated businesses and do not have it. This means if someone wants to sue a company
because it did not (5)_______ its obligations, the claimant names the company as the defendant,
because a company is a legal entity.
The owners of a company are called the members or shareholders. Shareholders can be
people or companies. When someone buys shares in a company, the company will issue the
shares to him or her. To issue a share means to officially give that share to a person and register
his or her name in the company’s register of shareholders. The shareholder receives a share
(6)_______ from the company giving details of the share or shares that he or she owns.
Why do people want to invest their money in a company and buy shares? The answer is
that they hope to get some money back in (7)_______ for allowing the company use their
money. If the company performs well during a year and makes a profit, then the company may
decide to pay a part of that profit to the shareholders. This payment is called a dividend. If the
company performs badly and makes a loss, the company will not pay a dividend to its
shareholders.
If a company does really badly and becomes insolvent, that company may have to stop
(8)_______. But the shareholders will not have to pay the debts of the company, because the
shareholders have the (9)_______ of limited liability. This means the shareholders may lose the
money that they invested in the company, but their personal assets are not at (10)_______.
(Gillian & Rice, 2007)
3.4. READING COMPREHENSION
PASSAGE 1
In the modern British Company law, there are a number of legal requirements which
must be complied with in order to incorporate a company.
a. Memorandum of Association
The non-standardised Memorandum of Association is a (known as the ‘Articles of
Incorporation’ in the US) contains the following information:
- Name of the company
- The company’s objects and powers
- The company’s share capital
43
b. Articles of Association
The Articles of Association are a set of rules governing the conduct of the members of
the company and its officers. The officers of a company are its directors and company secretary.
These rules commonly relate to matters such as the conduct of shareholders and board meetings,
any restriction on the transferability of shares, and the powers bestowed on the directors, etc.
Many British companies use a standard form known as ‘Table A Articles’.
c. Form 10
This is a standard form which must be completed with details of the intended officers of
the company. Every incorporated company must have at least one director and one company
secretary. If there is to be only one director then that individual cannot also be the company
secretary. Details of the company’s registered office at which formal documents will usually be
served upon the company should also be included in Form 10.
d. Form 12
This is another standard form which must be signed by a person applying for
incorporation of the company to certify that the legal requirements for registration have been
complied with. The person signing Form 12 (commonly known as the promoter of the company)
can be one of the directors, the company secretary or a solicitor engaged in the formation of the
company.
Once completed, these company documents must then be sent to the Registrar of
Companies along with a fee. The registrar then registers the company and issues a Certificate of
Incorporation. This is when the company comes into existence. There are further legal
requirements which the incorporated company must then continue to comply with, such as
having annual accounts prepared, a copy of which must be filed annually at Companies House.
Read the passage and answer the following question 1-3.
1. How many standard forms are mentioned in the passage?
………………………………………………………………………………………………………
2. Which document states the regulations on the purchase of shares?
………………………………………………………………………………………………………
3. Which document provides detailed information about the intended managing positions of
company?
………………………………………………………………………………………………………
Choose the correct answer for questions 4-5.
4. What can be inferred about Form 12?
A. It is a declaration that all the legal requirements have been abided by.
44
B. It is a certification that all the officers have legal capacity to form a company.
C. It is a form for the directors, the company secretary, and a solicitor to engage.
D. It is a document to promote the intended officers of a company.
5. Which one is CORRECT according to the passage?
A. The promoter of a company must always be the director.
B. More documents need to be submitted yearly to the government.
C. Form 12 should be completed after the Certificate of Incorporation.
D. These documents must be submitted free of charge.
6. Information about the company equity could be found in the Memorandum of Association.
7. The Articles of Association defines how much income the shareholders can gain and
contribute to the constitution.
8. In some situations, the director can be the company secretary.
9. The promoter of the company can be any shareholder of the company.
10. Only four documents are needed to submit for the register of a company in the UK.
PASSAGE 2
If you want to set up a business under English law, the first question to consider is
whether or not to form a corporation (a limited company). A corporation is a kind of artificial
legal entity, with the right to sue and be sued. It may consist of a single person, or several
persons, but in each case it has a legal identity separate from these individuals. The members of a
limited company have limited liability. This means that if the business has difficulties, the
members can be made to pay its debts only up to a certain limit. This limit is the amount unpaid
on shares they hold (limited by shares), or the amount they have guaranteed to contribute to
company assets (limited by guarantee). The company's liability itself is not limited. as long as the
business has money or assets, creditors may sue. But they cannot sue the members as individuals
beyond their stated limits.
Selling shares is one of the ways in which companies raise capital. A share is ownership
of a proportion of the company, and thus the right to a proportion of any profit it makes
(dividend). Shareholders cannot insist on the payment of a dividend every year, since this is up to
the directors to decide. But if they are dissatisfied with the management of the company, as
members they have the right to remove the directors. Another way for a company to raise capital
is by issuing bonds. Bondholders are entitled to an annual payment of interest, and this is not
45
linked to the company’s profits and losses. In general, they have the right to sell their bonds back
to the company or to someone else. If possible, the lender will make sure his loan to be secured
by a charge over a company asset, so that he will have the right to take company property should
there be no money to repay him.
A limited liability company is not the only way to run a business. A single person may
operate as a sole trader, and even if he employs many people, he alone is responsible for
management and, thus, for any debts. Another way to run a business is for two more people to
form a partnership in which they share management, profits, and liability to debts. Unlike
members of a company, partners may find their personal property is at risk if they are sued by
creditors.
If the advantage of forming a corporation is that it offers members some protection in
case of bankruptcy, the disadvantage is that there are many regulations to observe in setting it up
and running it. Under English law, there must be a minimum of two people, and they must sign a
document called a Memorandum of Association, which must be filed with the national registrar
of companies. The objects clause of the Memorandum is very important because a company may
not engage in activity beyond its registered objects. Such activity is said to be ultra vires —
outside its capacity. The purpose of the doctrine was to stop company assets from being used for
unauthorized activities. However, partly because of pressure to conform to European Community
law, it is now possible for someone contracting with the company on ultra vires matters to be
protected, provided the matter was authorized by the company’s directors.
(Callanan & Edwards. 2017)
Read the passage and answer the following questions with NO MORE THAN THREE WORDS.
1. The first consideration in establishing a new business is to decide whether
_____________________ should be created or not.
2. Two ways that company members can be made to pay its debts only are
_____________________ and _____________________.
3. A company to raise capital by _____________________ and _____________________.
4. A charge over a company asset is one way that the loan could _____________________ in
case the company has no money to repay a lender.
5. Both sole trader and members in a partnership are responsible for their management, profits,
loses, and debts, so they could face a risk of _____________________ if the company is sued by
creditors.
6. The object clause is essential because it prevents the company from engaging business
activities _____________________.
46
Read the passage and decide whether these statements (7-11) are TRUE (T), FALSE (F), or
NOT GIVEN (NG).
7. Under the English law, a limited company is the oldest form of business.
8. Selling shares is the best way for limited companies to raise money.
9. A sole trader is the only one to take responsibility for his company’s management and debts.
10. A partnership involves two parties to share management, profits and all debt liabilities.
11. The Memorandum of Association sets a limit to the business activities that a company can
join.
47
CHAPTER 4: COMMERCIAL LAW
SUBSETS OF COMMERCIAL LAW
A. Intellectual B. Employment C. Law of D. Law of landlord E. Law of debtor

property law law mortgages and tenant and creditor
F. Tax law G. Agency law H. Competition law I. Real property law J. Bankruptcy law
1. An area of commercial law that deals with the transfer of an interest in land as security for a
loan or other obligations
2. An area of commercial law that protects legal rights associated with products of the mind,
creativity, or thought
3. An area of commercial law that deals with people’s rights, pay, or conditions in the
workplace
4. An area of commercial law that regulates the sums of money assessed on personal and
business income paid to the government
5. An area of commercial law that deals with legal procedures for the settling of debts of
individuals or businesses who are insolvent
6. An area of commercial law regarding the relationship in which one part is authorised to do
business on behalf of another party
7. An area of commercial law that maintains fairness between businesses and controls
monopolies within the economy
8. An area of commercial law associated with the obligations, use, and rights of ownership of
land or whatever is growing on it or built on it
9. An area of commercial law that governs the rights and obligations of an owner and a renter
of a real property interest for a given period of time
10. An area of commercial law that deals with financial obligations and legal interactions when
one party is unable to pay a monetary debt to another
48
Task 2: Match the terms (1-10) in column A with the corresponding definitions (A-I) in
column B.
A B
1. Non-contentious A. A body of law defining rights, duties, obligations, and all matters
work that are not procedural
2. Jurisprudence B. Written and signed documents (e.g., bills of exchange, bank
3. Secured cheques or certificates of deposit) representing an intangible right of
transaction payment for a specified sum of money at a defined time
4. Substantive law C. Commercial lawyer’s duties involving the drafting of contracts and
5. Mercantile advising clients on commercial issues
agency D. A business entity who gives legal authority for an agent to act on
6. Principal their behalf to create legal relationships with the customers or a
7. Negotiable third party
instrument E. A person or organization that makes business or financial
8. Intermediary arrangements between companies or organizations that do not deal
with each other directly
F. An institution dealing with the supply of credit information about
business organisations to other businesses and financial institutions
G. Loans in which the lender acquires a security interest in certain
property owned by the borrower and has the right to repossess the
property if the borrower cannot repay
H. The philosophy of law and the study of legal systems
49
4.2. VOCABULARY PRACTICE ON COMMERCIAL LAW
Task 3: Identify the differences between these terms of IP law: copyright, patent, trademark, and
plagiarism.
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
Task 4: Use the terms above to fill in the blank in each of the following case.
1. Calvin invented the “transmorgofier,” a brilliant device that allows its user to transform any
person into an animal. Calvin went through the appropriate steps to secure ownership of the
intellectual property that encompasses the design of the “transmorgofier”. However, Hobbes
manufactured and sold the same device, although Hobbes used his own materials is an example
of _____________ infringement. (patent)
2. J.K. Rowling is author of the “Harry Potter” book series. This allows her to prevent anybody
from reproducing or re-selling any Harry Potter books without her permission (or the permission
of the publishing company to whom Ms. Rowling has sold the publishing rights). However, Peter
Mickey published his own” book called “Harry Poker and the Overcooked Spaghetti” that shared
many of the same characters and plotlines of the original Harry Potter series. Even if Mickey’s
book slightly changed the names and places in the book, this is still considered a _____________
violation. (copyright)
3. “Ba co gai” is a nationwide flower delivering company whose motto is “Bring fresh flowers
to your front door at reasonable prices.” This motto has been used for more than 10 years and is
well-known. However, a new flower delivery company, “Ba chang trai” starts employing the
slogan “We bring fresh flowers to your front door or your back door for really low prices.” Even
though the slogan has changed some of the original words from the “Ba co gai”’s slogan, a court
may rule that the slogans are confusingly similar. Thus, this is a _____________ violation.
(trademark)
4. Linda wrote an essay explaining how English-majored students could be trained better to
meet the market demand, and her essay has captured nationwide audiences’ attention. A month
later, she found that her essay has been published in another school’ scientific journal under a
different name. Therefore, this could be seen as a case of _____________.
50
Task 5: Choose the correct answer for each sentence.
1. It is essential for a commercial lawyer to have not only a good knowledge of a lot of
substantive law, but also a thorough understanding of both contemporary business ______
and the particular business needs of each client.
A. codes B. practices C. agreements D. resolutions
2. The main duty of that commercial lawyer is to handle ______ work which largely involves
advising clients on the drafting of contracts.
A. non-contentious B. contentious C. non-affiliated D. affiliated
3. Many jurisdictions worldwide have adopted civil ______ that contain comprehensive
statements of their commercial law.
A. agencies B. transactions C. codes D. instruments
4. The WTO is responsible for negotiating and implementing new trade agreements, and it is in
charge of policing member countries' ______ to these agreements.
A. litigation B. guideline C. jurisprudence D. adherence
5. Within the European Union, the European Parliament and the ______ of member nations are
working to unify their various commercial codes.
A. negotiations B. legislatures C. agents D. mortgages
6. A substantial amount of commercial law is governed by international treaties and ______
which are signed by the majority of the world's trading nations.
A. conventions B. contracts C. resolutions D. bylaws
7. Bankruptcy is when someone cannot pay what they owe, and all their property is surrendered
to a court-appointed person who ______ the property to pay the claims of creditors.
A. liquidates B. fuels C. circumvents D. adheres
8. A ______ agency deals with the supply of credit information about business organisations to
other businesses and financial institutions.
A. statutory B. contemporary C. commission D. mercantile
9. Attention to detail is of ______ importance for a commercial solicitor as the smallest error in
an international trade agreement could be a major problem for a client’s business.
A. contentious B. restrictive C. secured D. paramount
10. Competition law aims ensure the market is fair for consumers and producers by preventing
______ practices designed to gain a larger market share than what would be achieved
through honest competition.
A. unethical B. non-secured C. non-restrictive D. negotiable
51
11. Employment lawyers provide advice to companies on ______ against claims, HR policies,
perks and remuneration, early or normal retirements, and negotiate with employees and/or
their unions.
A. compromise B. confrontation C. defense D. caretaker
12. The fast pace of change in the area of information technology law means that lawyers at our
firm have to regularly attend seminars about the ______ of new legislation.
A. reactions B. proposals C. meaning D. effects
13. As a subset of the commercial law, Tax law focuses on the laws regulating money paid to the
government in ______ with commercial transactions.
A. conduct B. account C. connection D. behalf
14. Under the Agency law, commercial agents act as independent ______ representing their
principals in the new market as they speed up the sales process, require less management
time, and lower overheads significantly.
A. centers B. middles C. intermediaries D. commitments
15. A commercial agent has continuing authority to negotiate the sale or purchase of goods (but
not services) on behalf of his principal or to negotiate and ______ such transactions on behalf
of and in the name of his principal.
A. agree B. conclude C. ratify D. approve
16. Commercial agents are typically paid a ______________ by their principals, calculated as a
percentage of the sale price of the product to the customer.
A. convention B. fee C. copyright D. commission
17. Commercial agency is of particular importance in international trade because it provides a
convenient structure enabling a foreign supplier to ______ an overseas market.
A. retain B. penetrate C. liquidate D. possess
18. By using the services of an agent established in the ______________ overseas market, the
principal can benefit from the knowledge and local connection of the agent.
A. targeted B. patented C. overwhelming D. distinct
19. In international businesseses, the principal can effectively test the overseas market on a “no
cure, no pay” ______ by taking advantage of the agent's services.
A. screen B. standpoint C. foundation D. basis
20. As sales volumes build, the temptation for the principal to ______ the agent and enter into
direct relationships with customers can often become overwhelming.
A. unify B. delete C. circumvent D. distract
52

Exercises On English For Business Law (VB2)

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HO CHI MINH UNIVERSITY OF BANKING

FACULTY OF FOREIGN LANGUAGES

Compiled and adapted by:

NGUYEN QUANG NHAT

NGUYEN NGOC PHUONG DUNG

NGUYEN HONG OANH

HO CHI MINH CITY, 08/2021

A. Criminal B. Civil law C. International D. Administrative E. Company

1.2. VOCABULARY PRACTICE

murder, rape, assault, smuggling

U.S., Vietnam in Dispute

contract disputes, divorce, copyright infringement

judge / jury / defendant / witness / barrister / bailiff

6. What do we call the judge in court?

1. “You may be seated.” ___

A. represent B. argue D. demonstrate E. apply F. commit

Task 8: Choose the correct option for each sentence.

INJURED? If you have a problem in any of the following areas call

MARION KAYE McCarthy Kyle & Co

Professional, friendly, effective. Specialists in all areas of Education law including:

 Landlord and Tenant BUSINESS IMMIGRATION LAW

SECTION 1. THEME-BASED LANGUAGE KNOWLEDGE

A – ESSENTIAL ELEMENTS TO FORM A CONTRACT

A. damages B. valid C. assignment D. restitution E. fraudulent misrepresentation

1. be legally acceptable or legally bound according to the law

Consultancy agreement, Distribution agreement, Franchise agreement, Loan

8. This is intended to govern the relationship between a number of shareholders in a company.

A. state B. perform D. reject E. award F. revoke

Choose the correct answer for each question.

SECTION 1. THEME-BASED LANGUAGE KNOWLEDGE

INDUSTRY TYPES, BUSINESS TYPES, AND BUSINESS MODELS

A. public limited B. sole trader C. Articles of D. limited liability E. business entity

3.2. VOCABULARY PRACTICE ON COMPANY LAW

sole trader/ sole proprietor partnership

Industry types: primary, secondary, tertiary

1. Shippmaking is considered as the ______ industry because it produces finished, usable

Business models: B2B, C2C, B2C, B2B2C

Task 6: Choose the correct answer for each sentence.

A. restrict B. serve D. reflect E. comply F. enlarge

3.3. PASSAGE COMPLETION

Fill in the blanks with appropriate words to complete the passage.

SUBSETS OF COMMERCIAL LAW

A. Intellectual B. Employment C. Law of D. Law of landlord E. Law of debtor

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