How Non-Binding Agreements Function in Contractual Law

 Heading Gershman Law, PLLC, in New York City, Dyan Gershman provides corporate legal services to businesses in various sectors. One of Dyan Gershman’s areas of legal focus is complex commercial contracts, which includes binding and non-binding contracts. The latter is any agreement that does not legally obligate parties to fulfill its terms.

Non-binding agreements simply state the intention of all parties involved, as part of ongoing negotiations. Should the terms of the non-binding contract be agreed to, a binding contract with the same or similar format and terms can be signed.

One common type of non-binding contract is the letter of intent, which is typically signed at the start of a business relationship between two parties. A key element of such agreements is language in the first paragraph stipulating that the content is non-binding. It should be kept in mind that such non-binding documents may contain provisions considered legally binding, such as requirements of exclusivity, content non-disclosure and confidentiality.

Depending on the jurisdiction, binding provisions within non-binding agreements may be interpreted as being made in “good faith” or as representing a binding commitment. Because of this variability, it is prudent to be careful about the jurisdiction named in the governing law section of the agreement.

How French Influenced the English Language

 Dyan Gershman is a New York attorney, based in New York City, who delivers business and corporate law solutions to a wide range of business clients. Having previously lived and worked in France, Dyan Gershman is fluent in the French language and uses French in domestic and international transactions whenever needed.

Among the languages that influenced the development of English, French was one of the most significant, with its effect spanning vocabulary and grammar. Nearly one-third of English words are adapted from French, including “beef,” “army,” “prince,” and “telephone.” In other cases, the spelling of existing English words changed dramatically to reflect French usage. For example “scolde” in Old English became “should” and “cwen” became “queen.”

In addition, a number of phrases retain their original French pronunciation in English, including “faux pas,” “deja vu,” and “cliche.” French has also influenced titles and terms of seniority in the military and other organizations. Titles such as “consul general” and “lieutenant general” retain the French grammatical practice of placing adjectives after nouns. Specific vocal sounds, including the “v” in “view,” the “z” in “zebra,” and the soft “g” in “mirage” also come from the French.