SDU_Legal_English_Week02_Student_Deck

1.

SDU UNIVERSITY
·
LAW SCHOOL
2
Professional Legal
Correspondence I:
The Legal Email
Legal English / English for Jurisprudence · Week 2 · Two lectures, two practicals
Graded in-class assignment W2-A — 2 points

2.

WHERE WE ARE
Week 2 of 14
Correspondence is the foundation of Weeks 3 to 5. Everything you draft this week returns in the demand letter, the memorandum and the legal
opinion.
1
Landscape
8
NDAs & services
agreements
2
The legal email
9
Risk allocation
3
Formal & demand
letters
10
Corporate English
4
IRAC / CREAC
11
Employment · data ·
regulatory
Assessment: ten in-class assignments of 2 points (Weeks 2–6, 8–12) · two midterms of 20 · final exam 40
5
Legal memorandum
12
Dispute resolution
6
Contract anatomy
13
Opinions & translation
7
Contract language ·
MIDTERM 1
14
Professional English ·
MIDTERM 2

3.

WHY THIS WEEK
The document you will write two hundred thousand times
1
2
3
4
A business record
Potential evidence
Potentially an offer
Potentially a waiver
Every email is filed, searchable
and disclosable. It outlives the
deal and the relationship.
Printed, numbered as an exhibit
and read aloud by opposing
counsel. Draft for that reader.
Or an acceptance. A price
confirmed at 18:40 on a Friday
can vary a contract.
Warmth without a reservation
of rights can concede the point
you were about to argue.
Before you press send: if this email were Exhibit 14, would I be comfortable?

4.

LECTURE 1
·
4–12 MIN
Every legal email does one of four jobs
Mixing them is the single most common cause of misunderstanding between lawyer and client.
1
3
To inform
2
To advise
confirm · attach · enclose · note
in our view · we recommend · subject to
Fails when: the important line is buried in paragraph four.
Fails when: hedged advice is read as a guarantee.
To request
4
To preserve position
please provide · we require · by [date]
we reserve · without prejudice · on notice
Fails when: no named person, no date, no consequence.
Fails when: you negotiate warmly and concede the point.
One email, one job. If you need to do two, send two emails.

5.

LECTURE 1
·
12–20 MIN
Eight components, in this order
1
Subject line
Triage without opening. Becomes the file
reference.
5
Reasoning
Signposted. One idea per paragraph.
2
Salutation
Sets distance. Wrong distance, wrong
relationship.
6
Action block
Who does what, by when.
3
Opening move
One sentence: why this email exists.
7
Scope & reservation What this email does not do.
4
The answer
The conclusion, before the reasoning.
8
Sign-off & block
Component 4 is the one students omit. The answer goes before the reasoning — not after it.
Identity, capacity, contact.

6.

LECTURE 1
·
THE FORMULA
A subject line that survives three forwards
[ Matter or parties ] — [ Document or issue ] — [ What this email is ] — [ Deadline ]
WORKS
FAILS
Steppe Freight–Baltica — 2027 price list — our
position, no acceptance — reply by 5 Sept
Re: Re: FW: prices
Named, dated, and it tells the reader what the email is before they open it.
Unsearchable, undatable, and it forces a senior reader to open it to find out
whether it matters.
Write the subject line last — once you know what the email actually says.

7.

LECTURE 1
·
20–28 MIN
Three settings, three voices
Register is not politeness. It is the calibration of distance and hedging to the reader.
External formal
A
Counterparty · counsel · regulator · court
B
Professional
C
Your client
Internal
Your own team
Salutation
Salutation
Salutation
Dear Mr Weber,
Dear Dana,
Dana,
Contractions
Contractions
Contractions
None
Sparing
Free
First person
First person
First person
We — the firm
We for advice, I for logistics
I
Hedging
Hedging
Hedging
Deliberate, load-bearing
Present, and explained
Minimal — then flag it
Sign-off
Sign-off
Sign-off
Kind regards,
Kind regards,
Thanks,
Column C is a trap: internal email is disclosed, produced and read by regulators. There is no register in which you may be careless.

8.

LECTURE 1
·
28–36 MIN
Answer first — and what to do with the RK reference line
NARRATIVE-FIRST · RK OFFICIAL-LETTER CONVENTION
ANSWER FIRST · ENGLISH COMMERCIAL CONVENTION
“In response to your letter of 1 September 2026, ref. No. 04-118, and
further to the Master Services Agreement dated 14 January 2026
concluded between our companies, and having reviewed the
correspondence between the parties concerning Milestone 3, we hereby
inform you as follows…”
“Aral Stack will continue to perform Milestone 4 and expects
payment of invoice INV-2026-114 by 8 September 2026. Our
reasons are set out below, and our position on the acceptance
of Milestone 3 is reserved in full.”
Neither is wrong — so keep both
The RK official letter is a register entry: it must identify the incoming
document so the file can be reconstructed. The commercial email is a
decision aid: the reader must act.
Our ref. No. 04-231 of 3 September 2026
Your ref. No. 04-118 of 1 September 2026
Re: MSA dated 14 January 2026 — SOW 3, Milestone 3
Put the reference data above the salutation. Then open the body with the
answer.

9.

LECTURE 1
·
36–43 MIN
Correspondence conventions, side by side
ENGLAND & WALES / US
REPUBLIC OF KAZAKHSTAN
Naming a person
Dear Mr Smith. Given name after the first exchange.
Drop the patronymic in the salutation; keep Surname Given-name
Patronymic in the reference line and signature block — it is the name on the
passport and the power of attorney.
Naming a company
ABC Limited; ABC Inc.; “the Company”.
Keep the RK legal form: Aral Stack LLP (TOO “Aral Stack”), BIN … Never
silently convert TOO into “LLC” — the forms are not identical.
Dates
10 September 2026 (UK) / September 10, 2026 (US). Never
10/09/2026.
Use the UK long form in English. Quote the RK form 03.09.2026 only inside
quotation marks, as the document’s own text.
Reference line
Our ref: / Your ref:
Исх. № → Our ref. No. … · Вх. № → Your ref. No. … Keep the RK
numbering — the counterparty’s registry needs it.
Signature block
Name · position · team · firm · direct line.
Add the capacity where it matters: acting under power of attorney No. …
dated … RK counterparties look for the source of authority.
RK letters list annexes with page counts. Keep that habit in English — it is how a court bundle is later assembled.

10.

LECTURE 2
·
45 MINUTES
Emails that bind,
emails that leak
Two dangers. Your email creates an obligation you did not intend — or destroys a protection you did have.
Offer & acceptance
Defensive formulae
Privilege and advocate’s secret
Personal data
E-signature

11.

LECTURE 2
·
5–16 MIN
When does an email make a contract?
ENGLAND & WALES
REPUBLIC OF KAZAKHSTAN
Is an email
“writing”?
Yes for most commercial purposes. An email chain satisfied a signed-writing
requirement — Golden Ocean [2012] EWCA Civ 265. An automatic footer was
a signature — Neocleous v Rees [2019].
An electronic document certified by an EDS is equivalent to paper — Law No.
370-II of 07.01.2003, Art. 7(1). Written form of transactions: Art. 152 CC RK.
2
What is an offer?
Certain, complete, intention to be bound. Distinguish an invitation to treat.
Art. 395 CC RK — sufficiently definite, contains the essential terms, expresses
the intention to be bound on acceptance.
3
What is acceptance?
Mirror image, communicated. Instantaneous communications: the receipt rule
— Entores [1955]; Brinkibon [1983].
Art. 396 CC RK — full and unconditional. Silence is not acceptance unless
legislation, business custom or previous dealings say so.
4
Contract concluded
when?
On communication of acceptance.
Art. 393 CC RK — agreement on all essential terms, in the form required.
5
A reply that changes
a term
A counter-offer, which destroys the original — Hyde v Wrench (1840). A
request for information does not — Stevenson v McLean (1880).
Acceptance on other terms is a new proposal. Confirm the article before
relying on a number.
1
Same destination, different routes: English law reasons from intention and communication; RK law from the statutory definitions and the form the parties prescribed.

12.

LECTURE 2
·
THE RULE THAT SAVES CLIENTS
Silence is not acceptance
“Kindly confirm acceptance by 5 September. If we do not hear from you by that date we will assume
the new prices apply.”
This sentence binds nobody. An offeror cannot manufacture the recipient’s consent by drafting.
1
England & Wales
Felthouse v Bindley (1862) 11 CB (NS) 869 — an offeror may not
impose silence as acceptance on an unwilling offeree. The offeree owes
no duty to reply.
2
Republic of Kazakhstan
Article 396 of the Civil Code — acceptance must be full and
unconditional. Silence is not acceptance unless that follows from
legislation, business custom or the parties’ previous relations.

13.

LECTURE 2
·
16–24 MIN
Four formulae — and what each actually does
1
2
3
4
Subject to contract
Without prejudice
For discussion only
All rights reserved
DOES
DOES
DOES
DOES
Negatives contractual intention
until a formal document is
executed.
Keeps a genuine settlement
communication from the court in
an existing dispute.
This draft or figure is not an offer
and is not approved.
Engaging, or delaying, is not a
waiver or an affirmation of a
breach.
DOES NOT
DOES NOT
DOES NOT
DOES NOT
No self-executing RK equivalent —
spell the effect out instead.
Not a confidentiality label. Used on
everything, it protects nothing.
It does not stop a court reading the
substance of what you wrote.
It creates no right and extends no
limitation period.
And the automatic footer disclaimer? A disclaimer at the bottom cannot undo a promise at the top.

14.

LECTURE 2
·
24–33 MIN
Privilege is not a label you type
1
England & Wales
Legal professional privilege
2
Republic of Kazakhstan
Advocate’s secret — Law No. 176-VI of 05.07.2018
Two limbs
What it covers
Legal advice privilege, and litigation privilege for the dominant purpose of
litigation pending or reasonably contemplated.
Information entrusted to an advocate in connection with the provision of legal
assistance.
Who is covered
Who is covered
External counsel and, in domestic proceedings, in-house counsel. EU carve-out:
not privileged in EU competition proceedings — Akzo Nobel.
Advocates admitted to the bar. In-house lawyers and legal consultants are NOT
covered by advocate’s secret.
What breaks it
What protects the rest
Waiver, including by forwarding. Sharing with third parties. The iniquity
exception.
The commercial-secret regime, the employment contract, and confidentiality
undertakings — not a label.
In practice
In practice
Head it “Privileged and Confidential — Legal Advice”. Never mix advice with
commercial commentary.
Route sensitive advice through an advocate; designate the material a
commercial secret; restrict the circulation list.
The reflex to type “Privileged and Confidential” is a common-law import. In an RK in-house matter it does no work — write what is true in the system you are in.

15.

LECTURE 2
·
33–40 MIN
Personal data leaves your firm by email
CC lists, passport scans, employee schedules, salary tables in attachments — moved constantly and casually.
1
Never in the body
No IIN, no passport number, no home address in
the text of an email. Encrypted attachment or
secure link.
2
BCC, not CC
3
Writing to a list of individuals? Their addresses
are personal data, and CC discloses every one of
them to every one of them.
Check the border
Before an HR file crosses one, ask which state
receives it and on what basis.
REPUBLIC OF KAZAKHSTAN
EU / UK — FOR THE CROSS-BORDER MATTERS IN THIS COURSE
Law “On Personal Data and their Protection” No. 94-V of 21.05.2013 — Art.
7(1) consent to collection and processing · Art. 11(1) confidentiality · Art.
16(2) transfer abroad only where that state ensures protection.
GDPR — Art. 6 lawful basis, of which consent is only one of six · Art. 5(1)(f)
integrity and confidentiality · Arts. 44–49 transfers outside the EEA, usually on
standard contractual clauses.

16.

LECTURE 2
·
40–45 MIN
What actually counts as a signature
1
2
3
Simple
Advanced / qualified
EDS in Kazakhstan
A typed name, a scanned image, a click.
Sufficient for many English-law commercial
contracts — an automatic footer sufficed in
Neocleous v Rees [2019].
eIDAS Reg. (EU) No 910/2014 — a qualified
signature is equivalent to a handwritten one.
UK: Electronic Communications Act 2000, s.7.
US: ESIGN Act 2000 and UETA.
Electronic digital signature under Law No. 370-II
of 07.01.2003, certified by an accredited
certification centre. An electronic document so
certified is equivalent to paper — Art. 7(1).
What you tell a client
“For anything you may need to enforce in a Kazakhstani court or file with a Kazakhstani authority, use an EDS. For everything else,
put the same terms in a signed PDF as well.”

17.

TODAY’S PRACTICALS
You do not leave without a document
1
Practical 1 — Matter A
English law · cross-border services
Aral Stack LLP has an accepted milestone, an unpaid EUR 46,000
invoice, and a counterparty asking it to “hold” the next milestone. The
CFO has a board call tomorrow and asks two questions: can we stop
work, and can we charge interest?
2
Practical 2 — Matter B
RK law · distribution · GRADED, 2 POINTS
A supplier announces an 11% price rise and says silence means
acceptance. A category manager with no power of attorney replies:
“prices noted and look fine, we’ll update our system.” The Commercial
Director calls you five days later.
YOU LEAVE WITH
YOU LEAVE WITH
One client advice email, 180–220 words, peerreviewed and filed in your drafting portfolio.
A 60-word diagnosis under both systems · a 120–150
word redraft · an 80–100 word holding email.

18.

ASSIGNMENT W2-A
·
2 POINTS
How your two points are earned
0.5
Diagnosis in both systems
Name the RK rule and an English rule, and reach a conclusion. Within 60 words.
0.6
The redraft removes intention
Acknowledgement not acceptance · the clause 4.2 form requirement · the authorised representative
named.
0.4
Commercial message survives
Receipt acknowledged, SKU codes requested, a date to revert, complete email with subject line and
signature block.
0.3
Holding email reserves position
States that no variation arose and why. Reserves rights. Neither refuses nor concedes.
0.2
Precision, length, accuracy
Within the word band. No error that changes legal meaning. Dates in the long form.
Describing a rule you cannot cite precisely costs nothing. Inventing an article number costs 0.2 — in this room, and much more in practice.

19.

TAKE THESE WITH YOU
Two tests before you press send
1
The read-aloud test
Read your first two sentences aloud. If you cannot hear the
answer in them, you have written background. Rewrite.
2
The exhibit test
Imagine the email printed, stamped Exhibit 14 and read to a
tribunal. If a sentence makes you uncomfortable, that sentence
is the draft — not the tribunal.
An email is the cheapest document a lawyer writes and the most expensive one a client can be held to.

20.

BEFORE NEXT WEEK
Three things to do
1
2
3
File your portfolio pieces
Find one binding email
Read the statute card
Put today’s client advice email and your W2-A
script in the drafting portfolio. You will reuse
both in Week 3.
Bring one real English-language email in which
someone agreed to something without
realising it. We will diagnose it.
Handout 7. Know Articles 152, 380, 393, 395
and 396 by what they say, not by their
numbers.
Week 3 — Formal, demand and engagement letters. The holding email you drafted today becomes the first move of next week’s
demand letter, on the same matter.