Contract Translation

Pham Nguyen Minh Chau ESP Department 2011

Week 1
Introduction Course Outline Practice

I. CONTRACT AND LAW

1. 2. 3. 4. Law concerned with rights and duties Law has two branches: public and private A contract is subject to private law Most rights and duties under private law are disposive 5. Parties create a new, legally enforceable rights and duties that exist only between the two 6. Parties cannot set aside rights or duties under the public law

I. CONTRACT AND LAW

7. In principle, parties are free to choose which national private law applies to their contract

8. Trade is often based on the general conditions of sales or purchase => often lead to conflict
9. The safest basis for an export agreement is NEGOTIATED WRITTEN COTRACT.

2.FAMILIES OF LAW
1. Four families: Continental, AngloAmerican, Socialist and Religious 2. Main difference between Continental and Anglo-American Law is degree of codification: Continental Law fully codified, Anglo-American Law relies on precedents 3. Anglo-American Law, esp. private law largely case-law

3. WHICH LAW
1. Every contract is governed by an applicable law 2. If parties do not agree an applicable law, the arbitrator decides on one by considering the place of execution, language, currency, weights and measures 3. A clear, detailed and fair contract greatly reduces the possible impact of applicable law.

4. LANGUAGE OF CONTRACT IN ENGLISH

Lengthy, complicated and repetitious Reasons: Anglo-American contract law is mostly case law always try to avoid/embrace implications of past decisions Try to cover all possibilities

4. Cont. - Example
REFER TO HANDOUT

5. Clause Patterns in Contract English

1.
MAIN CLAUSE
+

MAIN CLAUSE

E.G.: The stimulated prices are fixed, and they are to be understood delivered paid to the place of destination

5. Clause Patterns
2.
MAIN CLAUSE
+

SUB. CLAUSE

E.G.: The Employer has the right to terminate this contract if construction work is not carried out in accordance with local by-law

5. Clause Patterns in Contract English

2.
SUB. CLAUSE
+

MAIN CLAUSE

E.G.: If construction work is not carried out in accordance with local by-law then the Employer has the right to terminate this contract.

5. Clause Patterns in Contract English

3. MAIN CLAUSE
+

+
+ +

SUB. CLAUSE SUB. CLAUSE SUB. CLAUSE SUB. CLAUSE

E.G.: The delivery time has been adhered to if the consignment is ready for dispatch ex works within the agreed period and if notice to this effect is sent to the purchaser.

5. Clause Patterns in Contract English

4.
SUB. CLAUSE
+

MAIN CLAUSE

SUB. CLAUSE

E.G.: Where the contract provides for deliveries in lots or installments, penalties for late delivery shall be calculated on the basis of the value of each lot or installment, provided that the late delivery does not impede the general performance of the contract.

SAMPLE CONTRACT
REFER TO HANDOUT