MINISTRY OF EDUCATION AND TRAINING
HANOI OPEN UNIVERSITY

M.A. THESIS

A CONTRASTIVE STUDY ON CONTRACTS FOR
CONSULTING SERVICES IN ENGLISH AND
VIETNAMESE
(NGHIÊN CỨU ĐỐI CHIẾU CÁC HỢP ĐỒNG DỊCH VỤ TƯ VẤN
TRONG TIẾNG ANH VÀ TIẾNG VIỆT)

PHẠM THỊ THANH NHÀN

Hanoi, 2016


MINISTRY OF EDUCATION AND TRAINING
HANOI OPEN UNIVERSITY

M.A. THESIS

A CONTRASTIVE STUDY ON CONTRACTS FOR
CONSULTING SERVICES IN ENGLISH AND
VIETNAMESE
(NGHIÊN CỨU ĐỐI CHIẾU CÁC HỢP ĐỒNG DỊCH VỤ TƯ VẤN
TRONG TIẾNG ANH VÀ TIẾNG VIỆT)

PHẠM THỊ THANH NHÀN

Field: English Language
Code: 60220201

Prof. Dr. Ho Ngoc Trung, my supervisor, who has patiently and constantly
supported me through the stages of the study, and whose stimulating ideas,
expertise, and suggestions have inspired me greatly through my growth as an
academic researcher. Without his guidance and help, this work would not
have been accomplished.
A special word of thanks also goes to Mr. Nguyen Van Huy, project’s
director and technical staff under Project Management Unit of Medium
Cities Development Project for their sincere assistance and permission for
the collection and reproduction of English sample contracts for consulting
services. I am also deeply indebted to all other friends and colleague for their
enthusiasm about finding Vietnamese contracts for consulting services.
Many thanks are also given to Mr. John Cooney and Ms Toko Kato, the
World Bank’s independent consultants for their instruction and provision of
useful reference on laws and legal documents while the work was in
progress.
Last but not least, I am greatly indebted to my family members, especially
my mother, who always beside encourages and supports me in all the time,
for their inspiration and unconditional love. I would like to dedicate this
work to them.

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ABSTRACT
This study is aimed to explore the standards frequently used by foreigners
and Vietnamese people in the course of making contracts for consulting
services by an analysis of contracts of various sorts in English and
Vietnamese. The major theoretical basis that the study bases itself on is
Rhetorical Structure Theory written by Mann and Thompton and Cohesion
theory by Halliday and Hasan. The research starts by analyzing consulting

29

Table 4.1 Kind of sentences (in the body of English contracts)

39

Table 4.2 The average frequency of cohesive devices found in English 49
contracts for consulting services
Table 4.3 Relevant factors of the beginning of contracts for consulting 53
services in English and Vietnamese
Table 4.4 Kinds of sentences (in the body of Vietnamese contracts)

55

Table 4.5 The obligatory factors of the ending of contracts for 58
consulting services
Table 4.6 The average frequency of cohesive devices found in 63
Vietnamese contracts for consulting services
Table 4.7 The differences of discourse structure in the beginning of 68
contracts
Table 4.8 The differences of discourse structure in the body of 70
contracts
Table 4.9 The differences of discourse structure in the ending of 72
contracts
Table 4.10 The average frequency of cohesive devices found in English 73
and Vietnamese contracts for consulting services
Figure
Figure 4.1 Percentage of cohesive devices in English contracts

50

1

1.1 Rationale for the research

1

1.2 Aims of the research

2

1.3 Objectives of the research

2

1.4 Scope of the research

3

1.5 Significance of the research

4

1.6 Structural organization of the thesis

5

CHAPTER 2: LITERATURE REVIEW

7


10

2.2.2.3. Spoken and Written discourse

10

2.2.2.4. Discourse structure

12

2.2.2.5. The concepts of cohesion

13

2.2.2.6.Two aspects of cohesion

14

2.2.2.7. Cohesive devices and classification

16

2.2.2.8. Definition of contract and its properties

22

2.3. Summary

26



3.2.1. Major methods vs. supporting methods

30

3.2.2. Data collection techniques

31

3.2.3. Data analysis techniques

32

3.3 Summary

32

CHAPTER 4: FINDINGS AND DISCUSSIONS

34

4.1. The features of English contracts for consulting services

34

4.1.1. Discourse structure

34

4.1.1.1. Name of contract and the beginning


51

4.2.1.2. The body of contracts

54

4.2.1.3. The ending of contracts

56

4.2.2. Cohesion

58

4.2.2.1. The realization of the two aspects of cohesion

58

4.2.2.2. Cohesive devices

60

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4.3. The similarities and differences between contracts for consulting

64



67

4.3.3.1. Name of contract and the beginning

67

4.3.3.2. The body of contracts

69

4.3.3.3. The ending of contracts

71

4.3.4. The differences of cohesion

73

4.3.4.1 Cohesive devices
4.4. Implications

73
75

4.4.1 Implications on business community

75

4.4.2. Implications on business contract translating and learning


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CHAPTER I: INTRODUCTION
1.1. Rationale of the research
Vietnam has made steady progress on transparency in the last 10 years and
World Bank (WB) is playing main role of providing loans for development
works to member countries, especially to developing countries like Vietnam.
The WB provides long-term loans for various development projects of 5 to
20 years duration with the main goals: to increase economic growth,
strengthen Vietnam’s capacity to deal with the opportunities and challenges
presented by the rapid urbanization that will continue in Vietnam for the
next 20 years.
The choice of this topic is prompted by my experience with translating the
contracts for consulting services funded by the WB from English into
Vietnamese. It is a fact that the making contracts by foreigners does not
enter one-to-one correspondence with that by Vietnamese people as the
number of international organizations providing loans and technical
assistance to Viet Nam as Japan International Cooperation Agency (JICA),
WB, Asian Development Bank (ADB) etc. is ever-increasingly since the
international standards for consulting contracts are a relatively new area in
Vietnam; In the course of my work, what becomes obvious is the fact that
there is a wide variety, and of course, deviation from the so-called
acceptable standard ones. Our assumption is also that the rise of Vietnamese
contracts in general has been influenced by outside factors. Thus many
difficulties and problems, of course, has arisen.
The study aims at providing the investigation into similarities and
difficulties between consultancy contracts in English and Vietnamese as a
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 Contracts for consulting services in all types will be a very broad
research, so it is impossible to cover all. The study only focuses on
five of the most popular types of texts, they are: Consulting
Contracts for detailed design service; Consulting Contracts for
construction supervision service; Consulting Contracts for audit
service; Consulting Contracts for technical assistance service;
Consulting Contracts for monitoring on environmental and social.
 In addition, due to the time constraints and within the framework
of an M.A thesis, our analysis is confined to only the structure and
cohesion, particularly the three types of grammatical cohesive
devices of Substitution, Ellipsis and Conjunctions and given the
frequency of appearance of lexical Reiteration, only three
categories of Repetition, Synonymy and Antonym are investigated.
(ii)

Social scope
 As mentioned above, only 10 consulting contracts for consulting
services in English and Vietnamese will be focused on. The
contracts mainly come from a World Bank Borrower - Medium
Cities Development Project in Vietnam during its selection process
of Consultants. These documents are prepared for the project and
are applicable under the methods of selection of consultants
described in the WB’s Guidelines. However, the English used in
these contracts can be deemed to be authentic English.

1.5. Significance of the research
Theoretically, the study is based on the tenets of discourse analysis which
these days are of great importance to language research in general and to

contribute to the study of types of contracts so that they can master and use
them effectively in writing, negotiating and signing consulting contracts in
English and Vietnamese.
1.6. Structural organization of the thesis
This graduation thesis is designed with 5 chapters as follow:

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Chapter 1 (Introduction) consists of rationale, the justification of the
purposes, the scope and significance of the study on contracts for consulting
services in English and Vietnamese.
Chapter 2 (Literature Review) reviews previous studies, theoretical
framework and theoretical background which chiefly deals with such topics
as Discourse Structure, two Aspects of Cohesion, Cohesive Devices as well
as the definitions and properties of a contract in general and contract for
consulting service in particular.
Chapter 3 (Methodology) refers to the research-governing orientations of the
study and the method to collect and analyze the collected data to help the
author achieve the best results in the study.
Chapter 4 (Findings and Discussions) provides analysis and discussion about
structure and cohesion features of contracts for consulting services in
English and Vietnamese and then offers students and contract-makers some
solutions to the learning and translating contracts for consulting services in
English and Vietnamese based on the findings.
Chapter 5 (Conclusion) presents conclusion of the study on the type of
contract for consulting service.

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However, most of the books and authors mentioned have not studied the
linguistic aspects of contracts for consulting service to denote the general
linguistic characteristics affecting consulting contract writing due to the
materials provided by the international donor organizations particularly the
WB for use by its borrowers and their implementing agencies are relatively
difficult for everyone to search and study.
Therefore, the research entitled “A contrastive study on contracts for
consulting services in English and Vietnamese” is conducted with the aim
of contributing a minor part to fulfill the overall picture of this field.
2.2. Review of theoretical background
2.2.1. Theoretical framework
Our research focuses on providing a clear investigation into the structure of
contract for consulting service and its cohesion. The thesis is therefore
motivated and conducted within the frameworks theories of Rhetorical
Structure Theory (RST) written by Man and Thomson, and Cohesion
proposed by Halliday and Hasan. It chiefly deals with such topics as the
Concepts of Discourse and Discourse Analysis, Text and Discourse, Spoken
and Written Discourse, Discourse Structure, the Concepts of Cohesion, two
Aspects of Cohesion, Cohesive Devices and its classification which are
relevant to the purpose of this study as well as the definitions and properties
of a contract in general and contract for consulting service in particular.
2.2.2. Theoretical background
2.2.2.1. The concepts of Discourse and Discourse analysis

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Since the time it was introduced the term “discourse” has taken various,
sometimes very broad, meanings. Originally the word 'discourse' comes
from Latin 'discursus' which denoted 'conversation, speech'. Halliday and

(1992:72) defined text as “a piece of naturally occurring spoken, written or
signed discourse identified for purpose of analysis. It is often a language
unit with a definable communicative function such as a conversation, a
poster”. Moreover, some people argue that Discourse is language in action,
while text is the written record of that interaction. According to this view,
Discourse brings together language, the individual is used; thus it is best
characterized as a discourse-as-process view. For other linguistics, they tend
to avoid using the term Discourse altogether, they prefer the term Text for all
recorded instances of language in use. Brown and Yule (1983:6) point out
that Text is the representation of Discourse and the verbal record of a
communicative act. Cook (1989:158), besides, sees Text as “a stretch of
language interpreted formally without context”. This can be described as a
text-as-product view.
In this thesis, the term “text” shall be actually used and referred to
“discourse” for a text is unit of language in use and it may be spoken or
written, prose or verse, dialogue.
2.2.2.3. Spoken discourse and written discourse
There are two forms of language: spoken and written discourse. However,
spoken language emerged before written one. According to Halliday

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(1985:6): “cultural changes which created new communicative needs
resulted in the emergence of a new form of language-writing”.
Brown and Yule (1983:13) suggest that spoken and written discourse share
some common functions. The first is to establish and maintain human
relationships (interactional use) and the second is to transfer information
(transactional use). Also, David Nunan (1995) believes that they both
perform an equivalent range of broad functions, that is, it is used to get

information will be reflected in the structure of sentences and utterances.
The new maybe conveyed in English by means of cleft-sentences, some
limiting adverbs, the indefinite article, and the construction “there is…”
Meanwhile, the given may find its expression in “as far as…”, inversion,
the definite article, or substitution by pronominal elements.
[1] * It is the cat which ate the rat.
(Given: Something ate the rat
New: The cat did the eating)
[2] *What the cat ate is the rat.
(Given: The cat ate something
New: The rat got eaten)

Particularly, Mann and Thompson’s view on discourse structuring is the best
known in English. The outstanding feature of their Rhetorical Structure
Theory (RST) shows the types of connection between two pieces of text.
The relationship is between two pieces of text called the nucleus (N) and the
satellite (S). The function – the reason why the speaker/writer chooses to
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combine these two pieces of discourse, is called the effect. Mann and
Thompson have identified many types of relations. Their open-ended list is
circumstance, solutionhood, elaboration, relation of cause, antithesis and so
on.
[3] a) (N) The program as established for calendar year 1980 really
works.
[4] b) (S) In only a few minutes, I entered all the figures from my 1980
tax return and got a result which agreed with my hand calculations to the
penny.


Cohesion is part of the system of a language. The potential for cohesion lies
in the systematic resources of reference, ellipsis and so on, that are built into
the language itself. Furthermore, cohesion refers to the linguistic features
which help make a sequence of sentences a text. It occurs in a text through
the use of devices that link across sentences. According to Cornor (1984), it
is defined as the use of explicit cohesive devices that signals relations among
sentences and parts of text. Cohesion is concerned with the ways in which
the components of text are connected. In short, it is a relationship between
lexical items and structures which are put together to construct a unified text.
Cohesion is also one among the seven standards of textuality according to de
Beaugrande and Dressler (1983)
2.2.2.6. Two aspects of cohesion
2.2.2.6.1. Topic cohesion
Mostly only one specific topic is discussed throughout the text to maintain
the unity and coherence.
[5] It is very dangerous for everybody if she drives after having drunk alcohol.
Driving demands us to be conscious and patient or calm whereas alcohol or any

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drink with gas makes people excited and unconscious. Alcohol, therefore, is the
main cause of many traffic accidents. Drink driving should be considered as the
enemy of drivers. If you are offered a drink before driving, try your best to refuse
it otherwise you may get troubles from policemen or from your driving yourself.

It is obvious that the above sentences all refer to the same topic, that is the
problems of drink – driving.
A text may sometimes have subtopics that should be explicitly stated in the
topic sentence and hierarchically developed in each paragraph of the text.

aspects of cohesion.
2.2.2.7. Cohesive Devices and classification
The term “cohesive” has been defined in various ways. Some researchers
apply the term cohesive to the surface structure of the text. “Cohesive” has
sometimes been applied to smaller units of language in the text. Other
researchers have defined cohesive as continuity in words and sentence
structure.
Cohesive devices consist of grammatical cohesive devices and lexical
cohesive devices. We called grammatical because at least one of the
elements in the tie is a grammatical word. We make a distinction between
content or lexical words and grammatical words. Lexical words have a
meaning in the dictionary - words like table, chair, go and come;
grammatical words are words which have a function rather than a meaning: a
word like she, for example, has the grammatical function of indicating a
female.
According to Halliday and Hasan (1976: 303), the classification of cohesion
is based on the linguistic form; these are the categories of cohesion that can
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