“We need a contract”
Three conversations that repeat, almost word for word, with different people. They take place in Ukrainian and Russian, where one everyday word, dohovir or dogovor, does the work of three.
Two founders after a year of work: “We are still on a handshake. We need to finally get a contract done.” I ask what exactly should be in the contract. A pause. “Well, who is responsible for what, how we split the profit, what happens if someone leaves.” In other words, the thing they need to agree on does not exist yet. What exists is the wish for it to appear, and the word “contract,” which suggests where to go for it.
Three co-owners with a finished forty-page corporate agreement: “We have everything formalized.” I ask how they will act if, in the middle of the project, one of them turns out to be seriously ill and cannot do what they agreed on. “We did not think about that.” The document says nothing about it. There is a document; there is no agreement.
A partner leaving the business: “We agreed that I would get my share at market price.” The other: “What is market price, and how do you determine it? The contract says not a word about it.” Both are right, and that is exactly why they are ready to fight in court. There was an agreement; it never became a contract.
In all three cases people use one word for three different things. Language does not tell them apart, and people go where the word leads.
Three things under one word
An agreement is the consensus partners have reached on how they will act together: who does what, how decisions are made, what counts as a fair contribution, how the terms of cooperation are revised, what the rules are for leaving the joint business. An agreement lives between people. It can be reached at a table without a single line being written.
A document is the written record of agreements. A document testifies to what has already been reached. If there is nothing to testify to, the document is empty, however many pages it has.
A contract in the legal sense is the part of the agreements that concerns civil rights and obligations and can therefore be the subject of a claim. This part exists whether or not it is written down: an oral agreement on the essential terms is already a contract, unless the law requires written form.
The Ukrainian code draws this line precisely. Article 626 of the Civil Code of Ukraine reads: “A contract (dohovir) is an agreement (domovlenist) of two or more parties aimed at establishing, changing, or terminating civil rights and obligations.” The definition is built by genus and differentia. The genus is agreement. The differentia is its being aimed at civil rights and obligations. So, by the logic of the code itself, a contract is only one kind of agreement. Agreements that are not aimed at rights and obligations exist, and the law does not exclude them. It is simply silent about them: which partner negotiates with the key client, how often they meet face to face, what counts as betrayal. There is no article in the code about this, and no court will compel it.
A partnership agreement in this series is the body of the partners’ agreements on the rules of joint action, recorded in a document. It may take the form of a simple partnership contract or a corporate agreement (in Ukraine, the counterpart of a shareholders’ agreement), or it may not. That is the partners’ choice, not a property of the document.
The word trap
Language itself makes it harder to tell the three things apart. Let us call the following property the word trap: the common word for the outcome of working out agreements carries a legal coloring, while the word that names the very fact of consensus reached occurs far less often. A person who wants to come to an agreement reaches for the common word, and the common word leads to a lawyer.
This is not an impression but a measurable property. In the paper it is measured in four independent ways. The main measurement was made in Russian: it is understood by the Russian-speaking and by most of the Ukrainian-speaking audience, and its book corpus and national corpus show change over decades, which does not yet exist for Ukrainian. The Ukrainian data are given separately. The law considered, meanwhile, is exclusively Ukrainian.
Measurement one: which verbs the word lives with
Linguists call this collocation: which words most often stand next to a given one. The verb next to a word shows what people do with that word.
In the SkELL web corpus of Russian, of the 27,617 uses of the word «договор» (dogovor) as the object of an action, more than two thirds fall on five verbs: «заключать» and «заключить» (to conclude), «подписывать» and «подписать» (to sign), and «расторгать» (to terminate). A dogovor is concluded, signed, and terminated. The profile matches the English contract, whose top five verbs out of 46,301 uses are sign, award, terminate, renew, and negotiate.
The word «договоренность» (dogovorennost) behaves in the opposite way. Of its 878 verb uses, 392 are «достигнуть» and «достигать» (to reach). A dogovorennost is reached. The verb “to sign” is not even in the top fifteen.
The Russian National Corpus, 426 million words, gives the same picture. Next to dogovor, the verb “to conclude” occurs 2,849 times and “to sign” 1,390 times, while “to reach” is not among the top hundred neighbors. Next to dogovorennost, «достичь» occurs 367 times and «достигнуть» 108 times, against “to sign” 17 and “to conclude” 15. A ratio of 15 to 1 in favor of “reach.”
So language knows that an agreement is reached and a contract is signed. These are two different processes, and language keeps them apart. The problem is in the next measurement.
Measurement two: which word is more frequent
In Russian books of 2010–2019, the word dogovor occurs 22.7 times more often than dogovorennost, according to Google Books Ngram, the ru-2019 corpus, averaged over ten years. In the National Corpus the figure is 11.8 times: 32,917 against 2,799 occurrences.
In other words, for what partners actually do, which is reach consensus, the language leaves a rare word. The common word is legally colored. When a person says “we need a dogovor,” they almost always mean an agreement, but the word has already chosen for them whom to go to.
Measurement three: how English is built
In English books, contract and agreement are almost equally frequent: 0.94 to 1. And inside the word agreement, the two top verbs share the load almost evenly: sign, 7,795 uses, and reach, 6,882. An agreement is both signed and reached, with one word.
The boundary between “formalize” and “reach” runs in English inside one word; in Russian it runs between two words, of which the “human” one is 12 to 23 times rarer. For the English-speaking reader the trap is built more gently: contractmarks the legal pole, and agreement covers both meanings. But there too, written text drifts toward the contract pole. It shows in the standard formula founders’ agreement: lawyers read it as a contract and founders as the understanding between them, and both sides are sure they are talking about the same thing.
Measurement four: Ukrainian
In Ukrainian the collocations are the same. In the General Regionally Annotated Corpus of Ukrainian, version 19, 2.02 billion tokens, the words that most often stand near «договір» (dohovir) are «укласти» (to conclude, 741), «виконувати» (to perform, 568), «дотримуватися» (to abide by, 487), and «підписати» (to sign, 325). Near «домовленість» (domovlenist) it is «досягнути» (to reach, 432), and “to sign” occurs with it only 28 times. A dohovir is concluded; a domovlenist is reached.
But the frequency asymmetry almost disappears. Dohovir occurs only 2.7 times more often than domovlenist: 341,986 against 124,648 occurrences. In the Leipzig University news corpus for 2011, one million sentences, the figure is 1.6 times. Alongside lives the frequent verb «домовитися» (to come to an agreement): 117,040 occurrences in the same corpus. A Ukrainian speaker who wants to come to an agreement has both a word and a verb for it, and neither is rare.
One caveat. The small open corpus brown-uk, half a million words, mostly fiction, gives a picture resembling the Russian one: 211 against 12. It is too small to assess living usage and is given in the paper as a limitation, not as a result.
The conclusion: in Ukrainian the boundary between “formalize” and “reach” runs where it does in Russian, between two words, but the word for consensus reached is not rare. In the design of the trap, Ukrainian is closer to English than to Russian. That does not make the trap safe: the collocations are the same, and dohovir leads to a signature just the same. But in Ukrainian it is easier to say what partners actually do.
What this means for partners
Three consequences.
The word leads to a lawyer before there is any subject matter. The founders from the first conversation have not agreed on anything yet and are already looking for someone to formalize it. Often the lawyer receives an order with no content and fills it with what they know: standard constructions, default rules, other people’s cases. The partners receive a document that certifies agreements they never reached.
A document does not prove that there was an agreement. The three co-owners in the example had 40 pages and not a single line on how to act in case of illness. A document records only what was put into it. If the partners did not talk a scenario through, it exists neither in the document nor between them.
An agreement that did not become a contract does not work in court, but it works between people. The partner from the third conversation is right morally and not right legally. This is not the lawyer’s mistake and not the other partner’s deceit. It is the consequence of the fact that neither of them distinguished which part of the agreements had to become enforceable and who was supposed to make it so.
Three words instead of one
The practical rule is simple: call three things by three words and watch which one you are using right now.
“We agreed” is about consensus between people. It is reached at a table, in conversation, and it is this work that determines whether there will be a partnership.
“We wrote it down” is about the document. It testifies to the agreements and sets the reference point from which deviations are counted.
“The lawyer drafted it” is about the contract. From the part of the agreements that the partners decided to make enforceable, the lawyer builds a construction that a court can enforce. This is exactly where the lawyer is irreplaceable, and the more precisely the partners agreed beforehand, the better that work is.
The next time you hear yourself say “we need a contract,” check whether there is already something to testify to. If there is, the lawyer will have something to work with. If not, the contract will only record the emptiness and make it binding.
