Contract-related English is not just “legal English.” It shows up in everyday workplace communication—emails, vendor coordination, project timelines, and payment discussions. On the TOEIC exam, contract and agreement scenarios are especially common in business dialogues and formal documents.
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💬 Dialogue Section
Workplace Dialogue (Scenario: Online Meeting to Finalize Contract Terms)
Mina (Project Manager): Thanks for joining the call. We need to confirm the contract terms today.
Leo (Vendor Rep): Of course. Could you show me a copy of the contract you mentioned?
Mina: Sure. Before we sign, I’d like to clarify the payment clause.
Leo: That makes sense. Which part is unclear?
Mina: The cancellation fee seems high. Is there any flexibility?
Leo: We can adjust it, but only if we extend the contract period.
Mina: Understood. How about a six-month term with a lower penalty?
Leo: That could work. Let’s put it in writing and update the agreement document.
Mina: Great. Once we finalize this, we can enter into the contract next week.
Leo: Sounds good. I’ll send a revised draft by email today.
Mina: Perfect. Please make sure the updated version includes the new clause.
Leo: Will do. Thanks for the quick coordination.
📚 Vocabulary Boost — Key TOEIC Words
| Word / Phrase | IPA | Part of Speech | Meaning | Example Sentence (bold target word) |
|---|---|---|---|---|
| contract | /ˈkɑntrækt/ | noun | a legal agreement/document | Please review the contract before signing. |
| agreement | /əˈɡrimənt/ | noun | a deal/document | We reached an agreement after the meeting. |
| contract terms | /ˈkɑntrækt tɝːmz/ | noun phrase | conditions of a contract | The contract terms must be confirmed in writing. |
| clause | /klɔz/ | noun | a specific section | Please add a confidentiality clause. |
| contract period | /ˈkɑntrækt ˈpɪriəd/ | noun phrase | length of time | The contract period ends in December. |
| penalty | /ˈpɛnəlti/ | noun | fee/punishment for violation | A penalty applies if delivery is late. |
| cancellation fee | /ˌkænsəˈleɪʃən fiː/ | noun phrase | fee for canceling | The cancellation fee is stated in the contract. |
| breach of contract | /briːtʃ əv ˈkɑntrækt/ | noun phrase | violation of a contract | Late payment may be a breach of contract. |
| terminate the contract | /ˈtɝːmɪˌneɪt ðə ˈkɑntrækt/ | verb phrase | end the contract | The company decided to terminate the contract. |
| enter into a contract | /ˈɛntɚ ˈɪntu ə ˈkɑntrækt/ | verb phrase | formally start a contract | We will enter into a contract next week. |
🔍 Grammar Points
| Structure / Pattern | Meaning | Example Sentence |
|---|---|---|
| Would you mind + V-ing…? | more formal request | Would you mind confirming the terms? |
| It seems that + clause | soft statement | It seems that the clause is missing. |
| If + present, will + V | condition/result | If delivery is late, we will apply a penalty. |
| be required to + V | obligation | You are required to sign in writing. |
📖 Transcript
J: Hey everyone and welcome back. You are listening to Win in 5 Minutes English. I’m Jason.
M: I’m Mary.
J: You know, today’s topic is one that I think a lot of people secretly dread. We’re talking about contract English. And I have to admit, just saying contract English makes me feel like I need to put on a tie or maybe call a lawyer.
M: That is such a common reaction. I think for so many of us, as soon as a conversation moves to terms or agreements, our brains just kind of freeze up. We assume it’s this secret confusing code.
J: It feels like a trap. Like if I use the wrong word, I might accidentally sign away my car or something.
M: Well, the stakes usually aren’t quite that high, but the reality is contract English isn’t just for the legal department. It’s really the operating system of everyday business.
J: What do you mean?
M: You see it in emails with vendors, when you’re defining the scope of a project, and definitely when you’re talking about money.
J: So we aren’t just talking about that 20-page document you sign. We’re talking about all the little emails back and forth that lead up to that.
M: Precisely. And if you’re planning to take the TOEIC exam, this is absolutely critical. Scenarios about changing terms, negotiating fees, or finalizing dates, they’re everywhere on that test. But more importantly, in real life, mastering this vocabulary gives you leverage.
J: Leverage. I like that word. So the goal today isn’t to make us all lawyers, but to help us negotiate better deals without sounding aggressive.
M: That’s the target. We want to show you how to be firm on the details but soft on the person. We’re going to break down a conversation where two people are finalizing a deal and they do it masterfully.
J: All right, I’m ready.
M: Okay, so picture a standard online meeting. We’ve got two people. First, there’s Mina. She’s a project manager. She’s sharp, she’s reviewed the paperwork, and she’s found a specific point about payment that she isn’t happy with.
J: Okay, so Mina’s the client and she’s got a problem with something.
M: She’s talking to Leo, the vendor representative. Now, Leo wants to close this deal. He wants that signature, but he has his own limits. He can’t just give everything away. He has to protect his company’s bottom line.
J: So it’s a classic negotiation. Mina wants better terms, Leo wants to secure the contract. They need to find that middle ground.
M: Let’s listen to the dialogue. Pay attention not just to the specific words, but also the tone. It’s very professional. Here we go.
English Dialogue（Scenario: Contract Terms Negotiation via Online Meeting）
Mina (Project Manager): Thanks for joining the call. We need to confirm the contract terms today.
Leo (Vendor Rep): Of course. Could you show me a copy of the contract you mentioned?
Mina: Sure. Before we sign, I’d like to clarify the payment clause.
Leo: That makes sense. Which part is unclear?
Mina: The cancellation fee seems high. Is there any flexibility?
Leo: We can adjust it, but only if we extend the contract period.
Mina: Understood. How about a six-month term with a lower penalty?
Leo: That could work. Let’s put it in writing and update the agreement document.
Mina: Great. Once we finalize this, we can enter into the contract next week.
Leo: Sounds good. I’ll send a revised draft by email today.
Mina: Perfect. Please make sure the updated version includes the new clause.
Leo: Will do. Thanks for the quick coordination.
J: Okay, wow. My first reaction: that was so smooth. Mina just saved her company money, she changed the terms, and Leo actually thanked her for it at the end.
M: She’s very skilled. Notice there was conflict—she didn’t like the price—but there was no combat. It stayed collaborative the entire time.
M: The first thing I noticed was right at the start. They seemed to switch between contract and agreement. Is there a real difference there, or is that just a style thing?
J: That’s a great question. In casual conversation, we use them interchangeably a lot. But in a business context, they have different weights. A contract refers to the legally binding document. It implies it can be enforced in court.
J: So when Mina says “enter into the contract,” she’s signaling that they’re crossing a line from just talking to a real legal commitment.
M: Okay. On the other hand, agreement is a bit broader. It refers to the deal itself, the meeting of the minds.
J: So the agreement is the deal we made, and the contract is the piece of paper that proves it.
M: That is a perfect way to think about it. Leo says “update the agreement document,” which just sounds a little softer and more cooperative than saying “rewrite the contract,” even though they mean the same thing.
J: It’s about the vibe. Agreement feels like we’re partners, contract feels more like we’re just following rules.
M: Now moving into that document, Mina used a very specific word. She didn’t just say “I have a question about the money part,” she said “I’d like to clarify the payment clause.”
J: Clause. C-L-A-U-S-E.
M: A clause is a specific section or an article inside a legal document. You have confidentiality clauses, termination clauses, payment clauses.
J: So why is it better to use that word instead of just saying section?
M: Using clause signals that you’ve actually read the document and you’re treating it structurally. It makes you sound objective. You aren’t complaining about the price; you are analyzing the payment clause.
J: That’s a great psychological tip. It separates the problem from the person.
M: It’s not “I’m attacking you, Leo,” it’s “I’m just looking at clause four.”
J: Got it. And the specific clause she wanted to talk about involved the cancellation fee, which is pretty clear—it’s the cost to back out. But then later on, the word changed. Mina started calling it a penalty.
M: She did. And penalty is a much stronger word. A penalty is explicitly a punishment for a violation.
J: Punishment. Wow, that sounds harsh for a business meeting.
M: It is harsh. And in contracts, a penalty applies when someone breaks the rules—late delivery, late payment, things like that. By using the word penalty, Mina is subtly highlighting that this fee feels punitive.
J: She’s implying “this feels like a punishment and I don’t think we should be punished.”
M: That’s the subtext. It’s a subtle power move. She’s framing it as something negative that needs to be fixed. And then she does the negotiation magic trick: she offers a trade.
J: Right, the trade. That seemed like the most important part of the whole conversation. She offered to change the contract period.
M: And the contract period is just the duration, how long the deal lasts. Leo’s counteroffer was key. He said, “We can adjust the fee, but only if we extend the contract period.” This is the fundamental equation of business negotiation.
M: Think of a contract as a set of levers. You’ve got price, you’ve got duration or period, and you’ve got risk, like the penalty. If you pull one lever down, like lowering the penalty…
J: You have to pull another one up.
M: Usually, yes. Like increasing the duration.
J: So Leo’s saying, “I’ll accept more risk if you give my company more guaranteed time.”
M: Time is money. Security is money. If you don’t know the term contract period, you might not realize that time is a currency you can use to buy yourself a discount.
J: Don’t just ask for a discount; offer a longer term.
M: Always offer a trade. It makes you look like a partner, not just a customer asking for a handout.
J: Okay, let’s talk verbs. Because they didn’t say “start the deal” or “end the deal,” they used some pretty fancy vocabulary.
M: Formal verbs are the hallmark of contract English. If you want to sound professional, you have to upgrade your verbs. Mina used the phrase “enter into.” She said “we can enter into the contract next week.”
J: Yes. This is a classic collocation—words that just naturally go together. You don’t “do” a contract. You sign it, or even more formally, you enter into it.
M: It sounds so momentous, like entering into a marriage or something.
J: It implies stepping into a new legal relationship. It carries weight. It tells the other person, “I take this seriously.”
M: So what about the opposite? If things go wrong or the time is up, how do we say end it?
J: The formal term is terminate.
J: It means to bring the contract to an official close. You might terminate for convenience, which means everyone’s happy, we’re just done. Or you might terminate for cause, which means someone messed up.
M: And if someone really messed up, like they just didn’t pay?
J: Well, that brings us to the danger word: breach.
M: Breach. B-R-E-A-C-H.
J: A breach of contract is a violation. It means a promise has been broken.
M: That sounds really accusatory.
J: It is. You should be very, very careful when you use this word. If you tell a vendor “this is a breach of contract,” you’re essentially threatening legal action. You wouldn’t use it for a small mistake.
M: So if Leo is 10 minutes late to the Zoom call, I probably shouldn’t say, “Leo, you were in breach of contract.”
J: Definitely not. That would be a massive overreaction. Save breach for when you really, really mean business.
M: Got it. So we have enter into, terminate, and breach. That’s a solid life cycle of a contract right there.
J: It covers the beginning, the end, and the problems in the middle.
M: Okay, I want to shift gears a little. We have the vocabulary, which is great. But the words alone don’t explain why Mina was so successful. It was the way she put the words together. It was her grammar.
J: The grammar in this dialogue is doing a lot of heavy lifting.
M: Because if Mina had just said, “Leo, this fee’s too expensive, lower it,” she’d just sound bossy and Leo would put his guard up.
J: Directness can feel like aggression in these moments. So Mina used a technique called softening.
M: Softening. Like putting a pillow on a punch.
J: Look at the phrase she used: “The cancellation fee seems high.”
M: “It seems that.”
J: That’s the pattern. “It seems that” plus clause, or subject plus “seems” plus adjective.
M: Saying “the fee is high” is stating a fact. But “the fee seems high” is just my opinion.
J: It’s subjective. It creates room for the other person to explain without feeling attacked. Leo can say, “I understand why it seems high, but let me explain.” It invites conversation, not an argument.
M: That is so useful. I could use that everywhere. “It seems that the deadline is tight.” “It seems that we’re missing some data.”
J: It’s much better than “this deadline is impossible” or “you forgot the data.” It creates plausible deniability and saves face for everybody.
M: Okay, so step one: soften the blow with “it seems.” What’s step two?
J: Step two is the logic of the negotiation itself. We touched on this with the trade, but let’s look at the grammar: it’s the first conditional.
M: The “if” sentences.
J: Yes. Leo says, “We can adjust it, but only if we extend the contract period.”
M: Ah, so that links the two things together. You can’t get one without the other.
J: It creates a dependence. This is crucial for bargaining. A common mistake learners make is they give away the concession before they get the commitment. They’ll say, “We can adjust the fee. Also, could we extend the period?”
M: And then the other person just says “thanks for the discount” and conveniently forgets about the extension part.
J: You have to lock them together grammatically. “If you do X, then I can do Y.” And I noticed the tense there: “if we extend,” not “if we will extend.”
M: Right. In that “if” clause, you keep it in the present tense. “If you sign today, we will start tomorrow.”
J: That’s a super common trap. Okay, so we have softening, we have conditionals. I want to ask about one more thing: requests. Mina had to ask Leo to do things, like change the document.
M: Requesting action is a delicate art. You want to be clear, but you don’t want to sound like you’re giving orders.
J: “Send me the draft.” It’s a bit rude, right?
M: It’s very direct. The gold standard for professional polite requests is the pattern: “Would you mind” plus V-ing.
M: “Would you mind confirming the terms?” “Would you mind sending the draft?”
J: It sounds so much more elegant.
M: It shifts the focus from the command to the other person’s willingness. You’re acknowledging you’re asking for a favor for their time. It shows respect.
J: “Would you mind reviewing this?” versus “Review this.” Huge difference in tone.
M: If you start using “would you mind” in your emails, I bet your response rate will go up. Because people prefer helping polite colleagues.
J: But sometimes, let’s be honest, you can’t be polite. Sometimes the contract is the contract and people just have to follow the rules.
M: That’s true. Sometimes you do have to enforce a policy.
J: So how do you tell someone they must do something without sounding like a dictator?
M: We use a passive voice structure: “to be required to” plus verb.
J: “You are required to sign.”
M: Or “payment is required within 30 days.” “All employees are required to submit timesheets.”
J: Why is “required to” better than just saying “must”? “You must pay.”
M: “Must” is personal. It sounds like I am forcing you to do it. It creates a personal conflict. “Is required to” depersonalizes the authority. It sounds like the requirement comes from the system, or the document, or just the powers that be.
J: I see. So it’s not me being mean; it’s the policy. “I’d love to let you skip the fee, but payment is required.”
M: It deflects the blame away from you and puts it onto the rules. It’s a vital strategy when you have to deliver bad news or enforce boundaries.
J: This is fascinating. We started this whole thing talking about vocabulary, but we’re really talking about psychology.
M: Business English is almost entirely about psychology. It’s about managing the relationship while you manage the transaction.
J: So let’s recap the toolkit we’ve built. We have the structural words: contract versus agreement, clauses, and penalties.
M: We have the life cycle verbs: entering into, terminating, and the one to be careful with, breach.
J: And we have the grammar of negotiation: softening with “it seems,” trading with “if/will,” asking nicely with “would you mind,” and enforcing the rules with “is required to.”
M: If you can combine those four grammar patterns with that vocabulary, you are going to sound infinitely more professional in your next meeting.
J: And you won’t just sound better; you’ll probably get better results. Like Mina, you might even save some money.
M: And that is the ultimate win.
J: Absolutely. I feel a lot less scared of contracts now. I feel like I could actually read one without panicking.
M: That’s great to hear. Just remember to check that cancellation fee before you sign.
J: I definitely will. Well, that brings us to the end of this session. We’ve covered a lot of ground.
J: That’s it for today’s Win in 5 Minutes English. Remember, five minutes a day is all you need to win at work, win the TOEIC, and win over your colleagues. If you found this episode useful, don’t forget to follow and share it with your friends.
M: Thanks for listening, everyone. Good luck with your negotiations.
J: Bye for now.
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