China Law Blog on drafting international contracts that work

Dan Harris, of Harris Bricken, writes China Law Blog – the latest entry answers a translator’s question on how a US common-law contract ‘translated’ into Chinese works in practice: Drafting International Contracts That Work.

I am a translator helping a U.S. company on its contracts and — to put it mildly — things are not going well. The deal I’m translating for has been running into a lot of trouble because the American law firm that wrote the contracts has written them in highly complex legalese. …

Harris’s approach is: if a contract between a US and a Chinese company is drafted in long-winded US style (78 pages with a lot of boilerplate and elevated language in one case), his law firm has lawyers create an equivalent contract in Chinese, both simpler to understand and likely to be understood and accepted by the Chinese courts.

The post also quotes a 2015 post on the Adams on Contract Drafting blog where Ken Adams interviewed Steve Dickinson of China Law Blog on the same subject. Dickinson says:

I should also add that Chinese lawyers have major problems interpreting U.S. and British common law contracts. Their standard approach is to guess at the meaning and then mistranslate and then work with the mistranslation, leading to disaster on all counts.

Although it is clear that the Chinese prefer a short English contract written in a simple style, I get the impression that the Chinese version is always going to take precedence, plain English or not.

The problems of using English as a language for international contracts are dealt with in wonderful practical detail in Triebel/Vogenauer, Englisch als Vertragssprache.

1 thought on “China Law Blog on drafting international contracts that work

  1. Dickinson would do better to use the right legal terminology of construing or construction of contracts cf. a construction summons in the London High Court, as opposed to interpreting or interpretation of legislation.

    Let’s not be too harsh on Chinese lawyers who have not been to Law School in the UK – or on non-Hong Kong judges .

    I have yet to meet any native, Anglo-unqualified German lawyers or judges, the latter albeit keen to adjudicate and arbitrate on international commercial contracts in the English language or ‘an approximation thereto’, and who can tell the difference between an executory, an executed and an executable contract.

Leave a Reply

Your email address will not be published. Required fields are marked *

This site uses Akismet to reduce spam. Learn how your comment data is processed.