Contract Contract TranslationTranslation

Contract Contract TranslationTranslation

Pham Nguyen Minh ChauPham Nguyen Minh ChauESP DepartmentESP Department

20112011

Week 1• Introduction • Course Outline• Practice

I. CONTRACT AND LAW

1. Law concerned with rights and duties2. Law has two branches: public and

private3. A contract is subject to private law4. 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 LAW1. Four families: Continental, Anglo-

American, Socialist and Religious2. 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 LAW1. Every contract is governed by an

applicable law2. 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 Patterns2.

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

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.

SUB. CLAUSESUB. CLAUSESUB. CLAUSE

5. Clause Patterns in Contract English

4. SUB.

CLAUSE +MAIN

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.

+SUB.

CLAUSE

SAMPLE CONTRACT

• REFER TO HANDOUT