Legal Translator for International Business Contracts
We’ve blogged about legal translation services for negotiating international contracts for import and export goods and services. As a lawyer or businessman, you know all too well that business contracts and agreements can be complicated to negotiate. The key is not only to memorialize all of the important contract terms, but also to anticipate anything that could go awry and have a provision that deals with each contingency.
Moreover, we all know that contracts can be a challenge to interpret, after the fact. In fact, there is a whole body of law in the United States dedicated to the way in which we understand, interpret, and resolve contract disputes when parties disagree to the meaning of the terms of a contract.
That whole body of law, which includes interpretive rules and Uniform Codes, exists for contracts in which the parties speak the same language. Now, imagine how the problems can explode exponentially when you have two parties who do not speak the same language trying to negotiate a contract. There are not only the common issues in contract law, but now you have an added layer of issues involving differences in language.
Of course, your first order of business whenever you are dealing with a contract that has an international aspect is to hire a professional, reliable legal translator. A legal translator is important, not just any translator, so that you can be assured that technical legal jargon is appropriately translated. In that vein, we invite you to contact us at All Language Alliance,Inc. We have assisted lawyers and business professionals with countless international contracts, and prove to be an asset to any contract negotiation because we understand the ‘terms of art’ in many languages. Email us for more information.
The Myriad Hurdles with an International Contract Translation
As noted, language plays a very important role when negotiating an international deal. Typically, such deals involve a seller and buyer from different countries who will likely speak different languages.
Thus, questions immediately arise: In which language will the official contract be drafted? If the contract is in more than one language, which version controls in the event of a conflict? If you have arrived at the litigation stage, how do you manage the translation of documents? In which language should a court proceeding be handled, such that neither party is at a disadvantage?
Those are all significant questions that must be confronted in order to have a fair process in negotiating or litigating an international contract.
International Legal Guidelines to Assist in Jumping Those Hurdles
Fortunately, several laws and suggested international provisions have arisen that try to handle those serious questions.
• Convention on Contracts for the International Sale of Goods (CISG)
This Convention attempts to handle the language problems in international sales contracts. One important provision, Article 8, states that any statements made by, and the conduct of, a party should be interpreted in accordance with the party’s intent, where the other party knew or was aware of the intent. In addition, the CISG recommends that interpretation of a contract should be guided by what a reasonable person would have understood given all of the facts surrounding a contract negotiation.
Interestingly, this Convention was approved in six different language versions – Arabic, Chinese, English, French, Russian and Spanish. And each language version is declared to be “equally authentic”.
• Unidroit Principles of International Commercial Contracts (PICC)
The PICC provides that when a contract is in two languages that are equally authoritative but there is a discrepancy between the two, the preference should be to follow the version in which the contract was originally written. So, if you have a contract in English and French, but the original drafting of the contract was in French, then an interpretation of the French language version should control.
In short, all of the above provisions can serve as important guidelines when you enter into an international contract negotiation.
Practice Tips to Avoid Language Issues Down the Road
Issues can arise at any of the three stages of an international contract – the negotiation, execution, or interpretation stages. Here are some helpful practice tips to minimize conflicts, discrepancies, and litigation with an international contract:
1 If a contract is in two or more languages, don’t forget to include prevailing or governing language clause to specify ahead of time which version of the contract will control.
2 If a contract is in two languages and both versions are equally authoritative, try to negotiate guidelines on how to interpret the versions and settle disputes before a conflict arises.
3 If a contract is in one language, and it is the language that you or your client do not speak, then make sure a senior person responsible for implementing the contract does understand its terms and that it matches with language commonly used in international commerce.
4 Finally, consider having a jurisdiction clause. The clause will state that the language chosen for the contract is the language in which proceedings will be conducted in a pre-selected court.
Finally, and most importantly, the best tip for any practitioner who engages in international contracts is to get the help of a trusted legal document translation services company that translates agreements from English to Simplified Chinese, Korean, Traditional Chinese, Portuguese, French, German, Spanish, and other languages. We are trusted translators for attorneys who are passionate about the work we do, and are accurate in our translations of international business contracts and other technical legal documents.
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