英文契約書の変更の仕方の表現
英文契約を変更する場合、変更契約書(Amendment)を締結します。
その書き方の表現には独特のものがあるので、その例文を挙げます。
併せて、契約変更交渉の際に使える英語通信文例も挙げます。
A. 契約の変更交渉のための英語通信文例
契約の変更交渉のための英文を２つだけ記載します。
契約変更のためには、単に変更したいというだけではなく、
a.の例文のように、説得力を持って変更の理由を伝える必要があります。
a. propose the following:
(例文) As a result of our need to have the flexibility to receive supply of the Product in the above forms, we propose that Excelsior Inc. include a supply price and minimum supply prices for each of the three supply forms. Therefore, we propose the following: "………….."
b. suggest the following language for …
(例文) We suggest the following language for the second sentence of Article 8.1: "………………."
B. 変更契約を書くために使える英語表現
英文契約を変更するために使える表現を、契約書文例や法律条文などから抽出しました。
主な動詞としては、追加するときはadd、削除するときはdeleteやstrike、置き換えるときはreplace、補充するという意味ではsupplement、変更という意味ではamemd、
1-01-1. is amended by redesignating A as B
(例文-1) Section 2(a)(b) of the National Cooperative Research Act of 1984 is amended by redesignating subparagraph (D) and (E) as subparagraph (F) and (G), respectively. [コメント：条項のナンバリングを変更する場合の表現]
(例文-2) Section 8438 of title 5, United States Code, is amended—
(1) by striking subsection (e) and redesignating subsections (f) through (i) as subsections (e) through (h), respectively;
(2) in subsection (b)(1)(A), by striking "subsection (f)" and inserting "subsection (e)";
(3) in subsection (c)(1), by striking "Subject to subsection (e), the" and inserting "The";
(4) in subsection (d)(1), by striking "and not subject to subsection (e)";
(5) in paragraphs (1) and (2) of subsection (g) (as so redesignated by paragraph (1)), by striking "subsection (f)" and inserting "subsection (e)", and in paragraph (3) of subsection (g) (as so redesignated), by striking "subsection (f)(2)" and inserting "subsection (e)(2);
(6) in subsection (g)(6) (as so redesignated by paragraph (1)), by striking "subsection (i)" and inserting "subsection (h)"; and
(7) in paragraph (1) of subsection (h) (as so redesignated by paragraph (1)), by striking "subsection (h)" and inserting "subsection (g)", and in paragraph (2) of subsection (h) (as so redesignated), by striking "subsection (f)" and inserting "subsetion (e). (STATUTE-104-Pg319.pdf (congress.gov))
[コメント：複数の条項の番号をまとめて変更するために、redesignating section (b) through (e) as section (a) through (d), respectivelyという表現は参考になる。また、例えば、第1条で条項番号を変更して、変更後の条項番号を指していうときには (as so redesignated by section 1)といった書き方が参考になる。）
1-01-2. is amended by renumbering A and any reference thereto as B
(例文-1) Section 418(a) of the Federal Aviation Act of 1958 is amended by renumbering paragraph (3) and any reference thereto as paragraph (4). ……." (STATUTE-92-Pg156.pdf (congress.gov)) [コメント：renumberよりredesignateの方がよく使われているようだ。]
1-02. effective as of …
(例文-1) Effective as of June 1, 1992, Section 1.03 of the Supply Agreement has been amended to read: ……. [コメント：変更の発効日を明確にする表現。ただし、この例文は、変更契約発効日より、実際には変更した取り扱いが遡って行われていた場合なので、"has been"と現在完了形で表現されている。]
1-03. be added to … to read
(例文-1) Effective as of June 1, 1992, a new Section 5.06 has been added to the Supply Agreement to read: …..
1-04. amend to read …
(例文-1) Section 2(b) of the National Cooperative Research Act of 1984 is amended ---
……………..
(b) by amending paragraph (2) to read as follows: "……………………….."
1-05. be amended by deleting … in its entirety and replacing it with the following …
(例文-1) Section 3(b) of the Agreement is hereby amended by deleting the second sentence thereof in its entirety and replacing it with the following:
(AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT | CATALYST BIOSCIENCES, INC. | Business Contracts | Justia)
1-06. be hereby amended by adding the following as …
(例文-1) Subparagraph 2(b) of the License Agreement is hereby amended by adding the following as the second sentence thereof: "…….."
1-07. by hereby inserted after the word "…….." and before the word "………"
(例文-1) The phrase "in semi-annual installments" is hereby inserted after the word "Lincensor" and before the word "an" in line 4 of Subparagraph 6(a) of the License Agreement.
1-08. be hereby amended and restated in its entirety to read …
(例文-1) Section 1(b) of the Agreement is hereby amended and restated in its entirety to read as follows: …
(AMENDMENT NO. 3 TO RIGHTS AGREEMENT (sec.gov))
1-09. be hereby deleted in its entirety and shall be of no further force and effect, and the following is substituted in lieu thereof: …..
(例文-1) Paragraph 3 of the License Agreement is hereby deleted in its entirety and shall be of no further force and effect, and the following is substitued in lieu thereof: "………………….."
1-10. by amended by adding at the end of …
(例文-1) Section 3 of the National Cooperative Research Act of 1984 is amended by adding at the end of the following: " ….."
1-11. be amended … by striking …. and inserting …
(例文-1) The Commentary to §5G1.3 captioned “Application Notes”, as amended by Amendment 787, is further amended in Note 2(A) by striking “subsection (c)” and inserting “subsection (d)”. (789 | United States Sentencing Commission (ussc.gov))
1-12. be hereby deleted in its entirety and shall be of no further force and effect; all other provisions shall remain in full force and effect
(例文-1) Subparagraphs 6(b) and 6 (d) of the License Agreement are hereby deleted in their entirety and shall be of no further force and effect. All other provisions of Paragraph 6 shall remain in full force and effect.
1-13. by striking … each place it appears; by strking … both places it appears; inserting in lieu thereof
(例文-1) Section 6 of the National Cooperative Research Act of 1984 is amended - in subsection (a), (d)(2), and (e) by striking "research and development" each place it appears.
(例文-2) All royalties or other payments retained by the agency or laboratory after payments have been made pursuant to sub-paragraphs (A) and (B) that is unobligated and unexpended at the end of the second fiscal year succeeding the fiscal year in which the royalties and other payments were received shall be paid into the Treasury.’’;
(2) in subsection (a)(2)—
(A) by inserting ‘‘or other payments’’ after ‘‘royalties’’; and
(B) by striking ‘‘for the purposes described in clauses (i) through (iv) of paragraph (1)(B) during that fiscal year or the succeeding fiscal year’’ and inserting in lieu thereof ‘‘under paragraph (1)(B)’’;
(3) in subsection (a)(3), by striking ‘‘$100,000’’ both places it appears and inserting ‘‘$150,000’’;
(4) in subsection (a)(4)— (A) by striking ‘‘income’’ each place it appears and inserting in lieu thereof ‘‘payments’’; (PLAW-104publ113.pdf (govinfo.gov))
1-14. strike … the first/last place it appears
(例文-1) Section 3 of the National Cooperative Research Act of 1984 is amended -
(1) by striking "research and development" the first place it appears;
(2) by striking "and development" the last place it appears and inserting ", development, product, process and service"; and …
1-15. be amended by striking out …. each time it appears, and inserting in place thereof, in each instance, …
(例文-1) Said section 3 of said charter is hereby further amended by striking out the word “Selectman”, each time it appears, and inserting in place thereof, in each instance, the following words:- Select Board Member. (malegislature.gov/Bills/193/H2030/House/Bill/Text)
1-16. be hereby supplemented by adding the following:
(例文-1) Article I of the Original Agreement is hereby supplemented by adding the following: (sec.gov/Archives/edgar/data/1645590/000110465916154181/a16-20762_1ex2d1.htm)