Are you a US attorney looking to convert an American style into a British style legal agreement or draft a legal agreement governed by UK law or to be used by a UK client?
If so, you may find the following tips useful.
1. British English versus American English
There are a number of differences between British English and American English and using both British English and American English in a legal agreement may render the agreement untidy. Using two variations of one word in a single agreement may even make it more difficult to use the Word search functionality in the agreement.
Generally, it does not matter too much which version you choose provided you stick with your chosen version throughout the agreement. However, if you are dealing with an agreement governed by UK law or to be used by a UK client, British English would clearly be preferable.
Pay attention, for example, to the following variations:
|American English||British English|
|Reasonable efforts||Reasonable endeavours|
|By-Laws||Articles of association|
|ABC LLC, ABC Inc.||ABC LTD|
|Authorized Representative||Authorised Representative|
|May 6, 2020||6 May 2020|
|Dated as of [XXX]||This agreement is dated [XXX]|
|Attorney, Attorney at Law||Lawyer, Solicitor, Barrister|
|Attorney in Fact||Attorney|
2. Clauses, Schedules and Paragraphs
The way American style and British style legal agreements are structured and sub-divided into parts is also different.
In the US, attorneys tend to divide legal agreements into Articles, Sections and Attachments or Exhibits.
In the UK, by contrast, legal agreements are typically divided into Clauses, Schedules and Paragraphs.
Equally, in the UK, clauses tend to be shorter than in the US and the Arial font is more commonly used than the Times New Roman font that prevails in the US.
Also, while in the US it is common to number the Exhibits to an agreement by reference to the corresponding section number of that agreement, in the UK schedules are typically numbered in ascending order.
3. References to Legislation
The way you refer to legislation is also different in the two jurisdictions.
While in the US you would usually refer to the “Companies Act of 2006”, in the UK you would generally refer to that piece of legislation as the “Companies Act 2006”.
Equally, in the UK, legislation is usually divided into Parts, Sections and Schedules and lawyers generally refer to individual sections as, for example, section 22 of the Companies Act 2006.
However, the sections of a piece of UK regulations are usually referred to in the UK as a “regulation” and not a section (e.g. regulation 24 of the Companies Act (Statutory Books) Regulations 2007).
If you require any assistance to convert an American style into a British style legal agreement, or indeed require substantive legal advice on the laws and regulations of the UK, please do not hesitate to contact us through our website (www.fsreg.com).
Disclaimer: This article provides general information only. It is not comprehensive and does not constitute the provision of legal, investment or regulatory advice. FSREG is not responsible for any action taken or omitted to be taken on the basis of the information contained in this article. © 2020 FS REG Limited (www.fsreg.com). All rights reserved.
Comments by FSREG Editorial Team