Linguistic peculiarities of contracts translation

Associate Professor Kozlovska Anna

Ukrainian Academy of Banking of National Bank of Ukraine, Sumy

 

LINGUISTIC PECULIARITIES OF CONTRACTS’ TRANSLATION

 

The interest to the problem of contracts translation is not occasional. Nowadays more and more people in our country are getting involved in the world of international business relationships. As a result of it, business people in Ukraine need specialists possessing knowledge of the English language as the language of international cooperation used for writing documents. Moreover, there is an urgent need in qualified translation from Ukrainian into English in the sphere of business because English is also a language of business documents.

Any serious international deal should be struck with the help of translation of contracts and agreements into English. A skilled translation of agreements is a guarantee that different people, for example Buyers and Sellers, will understand each other and cooperate in accordance with a certain business strategy, and their interests will be taken into consideration by their partners.

A contract makes clear such  things  as  quantity  and  quality  of goods, their prices, delivery  terms,  order  of  payment,  and  other terms. Contract serves to make a business operation smooth and logic. It also proves seriousness of contracting parties and defines their responsibilities before each other. An honest word of a businessman, as well, should be reflected in a contract of a different kind. It is called an intentions agreement and is a manifestation of a wish to do business. That is, every step and stage of a business deal should be supported in a legal way, in an official form.

The  chosen  problem  has  appeared  to  be  very  urgent,  because translation theory lacks  its  precise  description.  Every skilled translator should know that there is a clear-cut between formal and informal styles of English, but there is no strict difference between spoken and written business English. Obviously, businessmen do not communicate with their companions using intricate phrases and bookish words. Still, they are obliged to use some formal cliches which may sound strange to non-business people, but are essential for conducting business.

Anyway, in the research we have been trying to investigate the theoretical problems of business procedure translation from Ukrainian into English and to analyse texts of contracts   considering   their   specific peculiarities.

Another thing to be mentioned is that there are very few scientific researches devoted to the problem of drawing up business documents. As a result of it, theory of writing business papers, on the one hand, reflects highly subjective approaches.  On the other hand, such approaches are not unified in accordance with existing rules of formal English which is also greatly influenced by informal English. 

That is why people who translate contracts suffer quite understandable problems of how they should translate from Ukrainian to sound correct in the foreign language and to what degree they should be formal in the text of contract, because even English-speaking people meet difficulties of a special kind in drawing a line between formal and informal English.

The object of the research, thus, is a contract as a part of a business deal and a type of written business English. Its subject comprises investigation of linguistic peculiarities of contract translation from Ukrainian into English which make technique of its translation obligatory for people involved in drawing up business documents.

The purpose of the research is to investigate linguistic peculiarities in English texts of contracts.  It is performed through comprehension, interpretation and analysis of contractual essential clauses, all of them illustrated by examples from texts of contracts. The solution of the aim claims for doing away with a number of certain tasks, such as:

1) to point out main features of formal English  as  the  language  of   business correspondence;

2) to describe the structure of contract and to single  out  its  main   clauses which are characteristic of this type of documents;

3) to expose  peculiarities  of  contract  dividing  them  into  three   general groups of stylistic, grammatical and lexical peculiarities.

Knowledge of drawing up business correspondence is equal to communicating with people in a businesslike manner. A person should know rules of documents’ writing to make one’s business effective and profitable. All of them are united under the notion of style. A style of the language is a system of interrelated language means which serve a definite aim in communication.

English of business correspondence possesses  some   important qualities, common for formal style of English as well. The language of business correspondence  is  very  bookish  and  is remarkable for the usage of  larger  and  more  exact  vocabulary,  in comparison  with  informal  style  of  communication.   Sentences   in documents are longer and their clauses are grammatically fitted together more carefully, which means a lot of practise for a person who draws up a contract. It is generally considered and expected that real business people, experts in their field of activity, should enjoy the preciseness and careful grammatical construction.  It does not mean, of course, that business people must communicate orally in formal business style.

Formal business correspondence should be more impersonal. It should not emphasise the individuality of the writer, and takes little account of the personal qualities of people who are going to make use of it. Thus, the speaker should not refer directly to himself or his readers, but avoid the pronouns I, we, you, and it may also be of a difficulty for a person.   One more problem is that formal English lacks force and vividness. The fact that it is formal implies its great dependence on arbitrary conventions, rather than on natural speech habits.

That is why it is so hard for non-business people to keep concentrating their attention on contents of documents all the time, as their attention is diverted by intricate language use. Some of them will find their long and complicated sentences rather confusing. Words of formal English may sound nice, but their meaning is often hard to get through.  Very often a person must read something all over again to make sure what it means. It can be shown in the following extract from a standard form of contract for the sale of timber through broker in the U.K.:

This stipulation being of the essence of the contract, default   by the buyers shall entitle the Sellers to  load  and  ship  the    goods as convenient to themselves to any of the ports  named  in       this  contract  and  Buyers  shall  take  delivery  accordingly.

Another chief problem to remember about business correspondence is that it will be read by busy people who usually have no interest in either one’s personality or his or her problems. To be as clear and brief as possible without sacrificing clarity is a common trait of any business document:

The time of delivery of the Turbine Plant against the above contract expires on the 1st July.    Please  inform  us  by  return  of  post  of  the  progress  of   manufacture of the Turbine.

Anyway, in some important business correspondence we may find deviations from what is called official English of the business world. For example, if a person wants to get a job or to sign a contract, to make a sale or to ask somebody for special advice, he or she is likely to want to make a definite impression on the interlocutor, like in the example:

So  I  spent  my  green  years  first  in  East  Germany  that    influenced on me greatly (they say I look like a German,  joke),  then we moved to live in Siberia where I played an  ice  hockey,  entered the Secondary School and fell in love with British  rock music.

This person was applying for a journalist and tried to show his writing skills.   It does not mean, however, that a person in charge will be much concerned about one’s personality without knowing a way of using it. If a person is starting business correspondence on an important matter, the first thing to do is to consider it all carefully from the other person’s probable viewpoint, and to go on making business in the same way.   These are some of the most  frequent  problems  in  the  theory  of business correspondence which can concern a person who  is  likely  to get involved in a business undertaking.

Contract is a business document presenting  an  agreement  for  the delivery of goods, services, etc., approved and  signed  by  both  the Buyer  (exporter)  and  the  Seller  (importer).  By law contracts are made in writing.  When striking a deal, standard contracts are widely used. Standard contracts are not a must.  Some articles can be altered and supplemented.   The following items are of the greatest importance in any contract:

- contract No.;

- place and date of signing;

- names of the Sides which signed the contract;

- subject of the contract;

- quality of goods;

- price (per unit and total price);

- destination;

- delivery time;

- requirements for packing and marking;

- payment terms;

- conditions of submission and acceptance of goods;

- transport conditions; warranty conditions and sanctions;

- arbitration conditions;

- force majeur;

- judicial addresses of the Sides;

- signatures of the seller and the buyer.

All appendices form an integral part of contract. Contract is drawn up in accordance with the established form, often on special printed forms filled in with basic information by one-time writing. Sometimes, when a transaction is small in volume, a contract may be concluded by telex.

In order to speed up the preparation of contract documents and to minimise possibility of errors in them, a unified standardised form of contract documents, the Master Pattern for Contract Documents, has been developed. It establishes principles and regulations for the construction of standardised forms of documents used in foreign trade, like Supplement to contract, Order and Order confirmation.   Supplement to contract is a business document which is an integral part of the contract, containing amendments or additions to the previously agreed contract conditions. The supplement should also be agreed on and signed by both the exporter and the importer.

Order is a business document presenting the importer’s offer for dealing which contains specific conditions of a future transaction.   Order Confirmation is a business document presenting the exporter’s message containing unclaused acceptance of the order conditions.  The Master pattern has also been accepted as a basis for standardised forms of enquiries and offers, used at pre-contract stages of dealing.

Different firms and organisations trading regularly, work out standardised forms of contracts for typical deals.  Such standardised contracts are printed and include typical rights and duties of the contracting sides in selling and buying some goods and services. There are special columns for the names of the Buyer and Seller, names of goods, their quantity, prices and delivery terms. In case of declining or adding some terms, people use supplementary columns in a contract form.

Standardised forms of export and import deals differ greatly and it makes them two general types of contracts. Thus, there are export and import contracts.  They reflect different positions of buyers and sellers in trading. Contracts in import  trade  are  called orders, and their submission warrancy, and delivery terms, as well  as sanctions are much harder towards  the  sellers  than  those  ones  in export trade.

As textual varieties, contracts are divided into administrative-managerial, financial-economical, advertising, scientific-technical, and artistic-publicational contracts.  Functional spheres of their circulation can be easily guessed from names of contract types in this classification, and are the subject of economic, rather   than linguistic, study. Contracts may be differentiated by the subject of a deal. There are export contracts for the sale of oil products, machinery tools, grain, timber, the supply of goods, etc. Orders in import trade deal with ordering and purchasing goods. They are often supported with requests, remindings, verifications of different terms, guarantee and waving inspection letters, and many others.

Goods in international trade are transported with the help of multimodal (door-to-door) shipment.  In   contracts   delivery   and acceptance terms are marked with the International Commercial Terms (Incoterms). So, contracts can be classified in accordance with the way of delivery.  Most of Incoterms are represented as abbreviations. The usage of abbreviations, conventional symbols and contractions is typical of all kinds of documents. Abbreviations are abundant, and there are special dictionaries to decode them. They serve as signs of the code supposed to be known only to the “initiated”.

On the whole, there are 14 official Incoterms of deliverance.  They denote:

1. The point of deliverance. EX Works means that the seller’s only      responsibility is to make the goods available at his premises.   EX Ship means that the seller shall make the goods available to the buyer on board the ship at the destination named in the   sales contract. EX Quay means that the seller makes the goods available to the buyer on the quay at the destination named in the sales contract.

2. The way of deliverance. FOB means Free on Board. The goods are      placed on board a ship by the seller at a port of shipment named   in the sales contract. FAS means Free Alongside Ship. That means that goods should be placed alongside the ship to fulfil the   seller’s obligations. FOR / FOT mean Free on Rail/ Free on Truck. Truck here relates to the railway wagons, and that makes these abbreviations synonymous. FOB Airport is based on the same      main principle as the ordinary FOB term. The seller fulfils his   obligations by delivering the goods to the air carrier at the airport of departure.

3. Payment terms. C & F means Cost and Fright. The seller must pay      the costs and fright necessary to bring the goods to the named destination, but the risk of loss or damage to the goods is transferred from the seller to the buyer when the goods pass the ship’s rail in the port of shipment. CIF means Cost, Insurance and Fright. This term is basically the same as C &  F  but  with   the addition that the seller has  to  procure  marine  insurance   against the risk of loss or  damage  to  the  goods  during  the carriage.

From the linguistic point of  view,  a  contract  is  a  type  of  a document, because any agreement is a completed  document  fixing  some information. 

The main features of the style of contract are:

1. steady system of linguistic means in the text of contract;

2. lack of emotional colouring;

3. decoding character of language;

4. usage of a special symbolic system;

5. definite syntactic structure.

The English style of contract defines some peculiarities and techniques of its translation. Translating contracts is different in some points from translating business letters, such as an offer, an inquiry, a complaint, etc. Some considerations important for business letters are not important for contracts, and v.v. The main difference is that any contract is made up by two contracting parties and contains information about many subjects. So all points are to be approved by both parties. There are certain clearly definable requirements for how to translate contracts into English.

Generally, contracts should be formal, complete, clear, concrete, correct and concise. Actually, you are expected to explain what, how, and when you are going to deal with your partner. The next element, - clearness, - is one of the most important, because much depends on it. Clearness could be reached by the use of simple short words, phrases and paragraphs where the both parties of a contract explain their intentions and issues.  Clearness of any arguments actually defines your striking a deal or not.

Concreteness of a contract or an agreement is a part and a parcel of any legal document. Besides that, the longer the document is, the more attractive and vivid its contents should be.   The next two components are also significant. They are correctness and conciseness. Correctness involves proper grammar use (tense-aspect forms of the verb, verbals, articles, etc.), vocabulary use, punctuation and formal style. Grammar should be checked with a special care; otherwise it may produce a poor impression of the document and non-seriousness of your interests. Conciseness is usually achieved by the use of minimum words to express maximum of information.

As it has been noted above, English language of any contract should be simple and clear, concise and brief. Commercial correspondence often suffers from an old- fashioned, pompous style of English which complicates the message and gives the reader the feeling that he is reading a language he does not understand. The style of English language, however, should not be too simple as it may become discourteous and sound rude: complex  sentences  joined  with conjunctions are preferable,  rather  than  short  sentences;  passive constructions rather than active; full forms rather  than  abbreviated forms, where necessary.   The right tone should be neutral, devoid of a pompous language on one hand, and an informal or colloquial language on the other hand. Therefore, inappropriate vocabulary, idioms, phrasal verbs are not allowed at all.

Thus, while translating a contract from Ukrainian into English, active constructions of Ukrainian language should be replaced by passive constructions of English where possible; the tone of English language is more formal and neutral than in Ukrainian.

While translating from Ukrainian into English it is possible to use the symbol &, which means in English and : it is used in some terms like C&F (Cost and Fright), C&I (Cost and Insurance). But it is marked as # in contract texts. The symbol № is used instead of the word number.  In American English the symbol # means number as well, but it is used in different tables and graphics, and not in the texts. It is never used, however, to denote numbers of houses. Very often in contracts Latin abbreviations are used, for example e.g. (for example), et al. (and others), etc. (and so on), v.v. (quite the opposite), i.e. (that means). Also they use English abbreviations ltd. (limited), Bros. (brothers), encl. (enclosed), dols.  (dollars), etc.

Language of contracts is full of international words. This phenomenon is explained by the peculiarities of contracts functioning. Very often they (contracts) are made for several countries and are calculated for straightforward interpretation. International words in contracts make translation from Ukrainian into English easier. But at the same time in the language of English contracts there is a wide group of foreign words which became elements of English language. Using the words of French and Latin origin is typical for business language and translators should know them and use appropriately:  

а саме – viz., videlicet (Latin)

аргументація  проти (чогось) – casus contra (Latin)

без жодної підстави – nulla ratione (Latin)

без належної підготовки – ex tempore (Latin)

буквально – verbatium, ad verbum (Latin)

в загальній  сукупності – summa summarum (Latin)

в якості – qua (Latin), etc.

It is possible to give such general recommendations according to the use of foreign borrowings during the translation from Ukrainian into English: in the first place, every translator should take into consideration the fact that using such words and word-combinations gives translation the necessary style; in the second place, if the translator is not sure whether to use the foreign word in the translation or not, it is better to refuse from it using the appropriate English word or word-combination.

Spelling rules, punctuation and grammar use should all be checked over thoroughly. Still, there are some other ways in which inaccuracy may spoil the contract translation. A special attention should be paid to titles, names, addresses,   references,   prices,   specifications, enclosures, etc., which are also of a great importance in texts of contracts. 

The lexicon of contract in English has its own specific features. First of all, it is rather stable. As a rule, words have their only exact meaning. There are no words which are emotionally coloured.  As  a result  of  it,  we  can  point  out  the  words,  which  are  present practically in every contract.

Preambles of Ukrainian contracts often begin with the words беручи до уваги, оскільки. They are translated into English as whereas which expresses every man’s idea of how a contract begins.  One must be careful about mixing up recitals of history with what is actually being agreed on. It would be  wrong  to  write “Where  as  A admits owing B $ 1000”, because the  admission  may  later  haunt  one. Rather less damage would be caused by using of the proper word. Whereas means that the parties have been engaged in a series of transactions resulting in a dispute over accounting between them.

e.g. The  surplus  is  to  be  paid  for  by  the  Buyers,  whereas

             shortweight is to be refunded by the Sellers.

Ukrainian words за допомогою чого, шляхом чого, через що are translated as whereby (one more compound word with the adverb where), which means by which and refers to the present contract.

e.g. We have concluded the present contract whereby it is agreed as

             follows…

The  usage  of  compound  words  with  adverbs  here  /  there  and prepositions is also typical of written formal style of English. Their meaning is made up from meaning of their components.  There is no principal difference, though, between meanings of here- / there- compounds.