Parties and their advisors should consider the time and resources (including legal fees) spent developing contracts. No lawyer would dream of telling a client that the exact language used in a contract „doesn`t matter.“ But if the translations offered in multilingual contracts are not verified, that is exactly what lawyers do. The parties often pursue each other over the meaning of a single word in a contract. Contractual disputes are challenged on appeal where there is a clear conflict between two words, two sentences or two paragraphs in a contract. The lack of precision in a translation invites problems when there is no need. Your client can tell you, „I can`t read a Chinese contract. What am I going to do with it? I don`t know what I have to do. It may be quick, cheap and easy when we have a conflict in China, but it seems to me that is not the case at the moment. The simple solution is to provide your client with a translation for his own use and daily reference. Is it the same as the recommendation to include in the treaty a clause stipulating that the Chinese version of the contract is official and that the English translation applies, except in the event of a conflict? No no. The English translation is only for reference purposes – it does not even need to be made available to the other party, and it does not need to be signed by them. The mere copy of a contract means that there is only one language negotiation, a sentence negotiation and a version of the contract that could never be controversial.

Why is this necessary? The contractual law of most nations follows the well-known principle that there must be a meeting of minds to conclude a binding treaty. If not, there is no contract. Each foreign nation has different rules of evidence as to what is allowed in the evidence, if they prove what the parties understood they received for the benefit of the good deal. Many laws allow the use of parol evidence. Thus, the UN Convention on International Goods Contracts allows the courts: which apply it to take into account „all relevant circumstances“ of the contract – this would apply to both the initial language contract and the translation (cf. z.B. MCC-Marble Ceramic Center, Inc. v. Ceramica Nuova D`Agostino, S.p.A., 144 F.3d 1384 (11 cir. 1998)). The use of parol evidence is even more applicable when the translation was signed by both parties and the translation was a subject or scenario that seemed to abstain from the original language. The unfortunate result is that the courts (or arbitration tribunals) must rule on these types of cases, as it is less likely that the parties will be able to resolve their own disputes amicably.

Instead, they will all think that their own interpretation of the treaty is feasible and spend far too much money to argue over this interpretation. 1. Contrato: from the Latin contractus. The Real Academia Espa`ola (RAE) dictionary tells us that it is a written or oral agreement between parties related to a specific object or material and required to respect it. A second meaning of the word is a document that contains the terms of such an agreement. 2. Convenio: from the word appropriate in Spanish.

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