Characteristics and Techniques of Chinese Contract Translation

(Last Modified: 2019-09-19 11:34:49    Author: jinyu)

A contract is a legally binding agreement that stipulates and regulates the rights and obligations of parties concerning the agreement. It is formal, accurate and rigorous from the perspective of language.

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In this article, attention is paid to the translation of contracts between Chinese and English versions. Characteristics and translation techniques are discussed too.

Lexical Features and Translation of Contract

1. Using words precisely. Accuracy of words shall be considered when drafting a contract. Small changes of modal verbs, time expressions, or quantity expressions in a sentence may cause a great impact on articles or even the whole agreement.

Let's see a group of examples:

1. The parties hereto shall, first of all, settle any dispute arising from or in connection with the contract by friendly negotiation.

Chinese Translation: 1. 双方首先通过友好协商解决因合同而引起的或与合同有关的争议。

2. Should such negotiations fail, such dispute may be referred to the court having jurisdiction on such dispute.

Chinese Translation: 2. 如协商未果,将争议提交有管辖权的法院解决。

The term "shall" in sentence 1 is normally considered as more intense or forceful in nature compared to the term "may" in sentence 2. Thus their Chinese translation shall be "应该" and "可以" respectively. In this case, the procedure of negotiation is more obligated or preferred than court actions, hence the Chinese version shall convey in the same way, by using those words orderly.

Here are more examples:

During the period beginning on May 1 and ending on October 1 (both dates inclusive)

Chinese translation: 自5月1日起到10月1日止这一期间(包含5月1日与10月1日)

Quantity: 3% more or less allowed

Chinese translation: 数量:溢短装3%

It can be seen that words used to describe time, quantity or related articles in a contract shall be correctly translated, as they are decisive for the implementation of the agreement.

2. Using words formally. The language style in a contract is formal. Therefore, inappropriate words or expressions which are seemingly legitimate elsewhere shall be avoided. Such as:

The obligations under Article 5 and 6 shall neither be affected by the cancellation (calling off) of the contract nor by a premature termination (ending) of the same.

Chinese translation: 本合同的取消或提前终止,均不影响履行合同第5条和第6条规定的义务。

The chairman may convene an interim meeting (hold a temporary meeting) based on a proposal made by one-third of the total number of directors.

Chinese translation: 董事长可根据董事会三分之一董事的提议,召集临时董事会议。

A competent translator is able to deal with the formally written document by recognizing and placing proper words or expressions. More examples of those words are:

Table 1 - Formal Words (Expressions) Used in a Contract
Chinese English (Formal) English (Informal)
因为 by virtue of/due to because of
在……之前 prior to... before...
关于 as regards/concerning/relating to about
事实上 in effect in fact
开始 commencement start/begin
停止 cease stop
主持 preside chair
理解 comprehend/construe understand
其他事项 miscellaneous other matters
认为 deem/consider think/believe

Different from English, Chinese words are relatively consistent under various situations. Therefore, translating of a contract from Chinese to English becomes more difficult, as great efforts shall be taken on choosing formal words or expressions.

3. Using of terminologies. Terminologies improve the correctness of articles in a contract. They are fully accepted and widely used by parties of related industries, some of which are developed in the history of global trade. Here are some examples of them:

Table 2 - Terminologies (Expressions) Used in a Contract
Chinese English
瑕疵 defect
不可抗力 force majeure
管辖 jurisdiction
毁损 damage and/or loss
发货期 delivery time
财产出租 lease of property
违约条款 breach clause
合同续订 renewal of contract

Except for above common expressions, special terminologies can also be specified in certain contracts to avoid ambiguity. Such as:

"Market" shall mean North America and South America.

Chinese translation: “市场”应指北美和南美。

"Effective Date" shall mean the date upon which this Agreement takes effect.

Chinese translation: “生效日”应指本协议生效的日期。

Regarding the translation of terms in contracts, a translator shall have good knowledge of trade terms and typical expressions of all common industries. For those agreed definitions in certain contracts, their translation versions shall also be truthful to the original ones.

4. Using of fixed expressions. There are many fixed expressions which are frequently used in a contract, in order to make sentences more concise and precise. Pronominal adverbs used in legal documents are good examples of them:

Table 3 - Common Pronominal Adverbs Used in a Contract
English Chinese
hereafter 此后/以下
hereby 特此/以此
herein 在此处/于此
hereof 关于此点
hereto 至此/于此
hereunder 在此之下
hereupon 此后/随后
herewith 并此/随附
hereinbefore 于上文中
hereinafter 于下文中
thereafter 此后/之后
thereby 因此/因而
therein 其中
thereinafter 在下文中
thereinbefore 在上文中
thereon 关于/以……为根据
whereas 鉴于/尽管
whereby 借此/由于
wherein 其中/在……情况下
whereof 关于……
whereon 在……之上
whereby 由此/借以

It is somehow difficult for a Chinese translator to grasp those adverbs merely at word level. The words above are misleading in written form and sometimes changing their meanings in different context. Translators have to adjust the strategy in all kinds of contracts.

Also, there are some expressions formed by synonyms. They are commonly used in English agreements to let the content more rigorous. However, we are not following this word-forming rule in the Chinese translation. Such expressions are:

Table 4 - Synonymous Phrases Used in a Contract
English Chinese
perform and fulfill 履行
terms and conditions 条款
null and void 无效
secret and confidential 保密
any and all 全部
costs and expenses 费用
covenants and agreements 合同
customs and usages 管理
licenses and permits 许可
ships and vessels 船只

Generally, single Chinese word rather than reiterated synonyms shall be used here, conforming to the reading habits of targeted users.

Syntactic Features and Translation of Contract

1. Adverbial clause of time. Time clauses are regularly used in contracts to agree on lead time, payment time, or effective time.

Within 30 days after the signing and coming into effect of this contract, the buyer shall proceed to pay the price for the seller by opening an irrevocable L/C for the full amount of USD 30,000 in favor of the seller through a bank at export point so that the seller may draw the sum in due time.

Chinese translation: 卖方须于本合同签订并生效后三十天内通过出口地银行开立以卖方为受益人的不可撤销信用证支付全部货款计30000美元,以便卖方及时提取款项。

In the above sample sentence, the time clause, "within 30 days after...", is put at the beginning to emphasis its importance. However, due to different grammar system, its Chinese version, "……后三十天内" has been inserted between the subject and predicate.

Under normal circumstances, the adverbial of time in Chinese economic,trade contracts is usually placed before the verb it modifies. When translating, we should first consider the adjustment of its position, so as to avoid:

  • loose structure
  • unclear time definition
  • semantic ambiguity

2. Adverbial clause of condition. Conditional clauses in contract are used for giving circumstances or preconditions under which the action in the main clause will take place. Normally, the Chinese translation of a preconditional clause is placed at the end of the sentence. Such as:

Provided a valid certificate is obtained as an evidence issued by some competent authorities, it is permitted to postpone the implementation of the agreement, or to implement it at all, or to exempt the party or parties involved partially or entirely from the liability for an agreement breach.

Chinese translation: 在此情况下,本协议可以延期履行、部分履行或不履行,或部分或全部免除有关协议放的违约责任,但须以有关合法权威部门签发的有效证明为依据。

In the English sentence above, the condition clause is triggered by the word "provide"; it is relatively considerable. We put it, for that reason, after the main clause in Chinese, which enjoys more importance.

However, if a conditional clause in a contract declares merely a hypothesis, its Chinese order in the whole sentence often remains unchanged to highlight the main clause. For example:

Should for certain reasons the buyers were not be able to inform the seller of the foregoing details 10 days prior to the arrival of the vessel at the port of loading or should the carrying vessel be advanced or delayed, the buyer or their chartering agent shall advise the sellers immediately and make necessary arrangement.

Chinese translation: 卖方由于某种原因不能于装运轮抵达装运港十天前将上述详细情况通知买方,装运轮提前或推迟抵达,买方或其运输代理人须立即通知卖方并作出必要的安排。

3. Adverbial clause of purpose. In English contracts, clauses describing purposes are generally not as important as the major clauses. Therefore, the order of the Chinese versions may remain unchanged. Such as:

Notice of particular shipment shall be sent to the buyer at such time and by such means that the said notice shall be received by the buyer within 7 days after shipment.

Chinese translation: 卖方须及时以适当的方式将装运详情通知买方,以便买方在装运后7天内收到该装船通知。

4. Adverbial clause of manner. Although the structure of manner adverbials is simple, according to the Chinese standard of writing, adverbials of manner should generally be placed before the verb. If the verb contains both time adverbial and manner adverbial, the usual order in English is manner after time, while in Chinese it is just the opposite. For example:

If the supplier, having notified, fails to remedy the defects within a reasonable period, the purchaser may proceed to take such remedial action as may be necessary, at the supplier's risk and expense and without prejudice to any other rights which the purchaser may have against the supplier under the contract.

Chinese translation: 若卖方在收到通知后未能在合理的时间内消除缺陷,买方可自行采取必要的修复措施,其风险和费用由卖方承担,且不影响根据本合同买方对卖方所享有的任何其他权利。

As the manner clause above contains an attribute clause, it is suggested that the Chinese translation of it shall be restructured as a compound sentence, to remain the coherence and meaning as much as possible.

Summary

The language used in a contract is precise, formal and regular in form. Proper translation of a contract into Chinese requires adjustment in sentence order, examination of context, analyzing on language structure and good knowledge on trade, business or even law.

Meanwhile, there are no fixed solutions for all situations. Translators shall be experienced in applying strategies for contract translation, according to industry rules, parties' relations, and special conditions.

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