英语商务合同特点及长句翻译
Analysis of the Characteristics of English International
Business Contracts
and the Skills of Translating Long Claus
I Introduction
Translating international business contracts and other legal documents have become an ever important task recently. High quality contracts are vital to the success of a business. According to a survey in 2001 by the Association of Chine Enterpris, 90% of all enterpris in China experienced legal disputes. Poor quality contracts were one of the contributors of conflicts which could have been avoided if contracts had been drafted to reflect the intention of the parties involved. Sales contracts are tangible records of important agreements you (or your business) enter into with others. The success of a business depends, to a great extent, on how well your contracts are drafted.
A well–drafted contract spells out each side’s rights and obligations and protects you as much as possible. A bad one can be disastrous. So your efforts and time spent on contract writing is very reward
ing. Contract drafting isn’t easy, but a well–drafted contract means the difference between making money and losing money. Once the international business contract is drafted according to the international law, it can form a legal document which is binding for both parties and it also becomes the basis of solving disputes in the international business activities.
The language of international business contracts carries with them special characteristics. The thesis analyzes the characteristics of English international business contracts. On that basis, it pinpoints the most difficult part of translating the documents from English to Chine, the translation of long ntences containing subordinate claus. It goes on to explore the skills of translating English business contracts. The analysis is supported by examples in English as well as in Chine.
II Language Characteristics of English International Business Contracts
2.1Characteristics of Words
The writing of international business contracts involves the knowledge of business English, international trade theories and practice, as well as international business laws. Therefore it is fairly specific. The words chon must be professionally formal and accurate. It has a kind of special linguistic characteristic which are accepted through common practice. The main characteristics are a
s follows:
2.1.1U of Formal Terms
科巷
The drafters strive to adopt the written form and formal terms in the contract in order to give a n of importance, clarity, standard, and respectability. The words ud are of rious style, grammatically accurate, logically organized. Contractions, colloquial expressions, or slang are avoided.
Example 1)Party A shall repatriate the patient to china and bear the cost of his passage to Beijing.甲⽅应将病⼈遣返中国，负担他返回北京的旅费。
Compared with ―nd back‖, the word repatriate is clear and more formal.
座机电话怎么转接到手机上There are lots of words and phras ud in the written form, such as follows:
To express ―因为‖, we u ―by virtue of ‖ instead of ―becau of ‖or ―due to‖ .
三八妇女节的由来简介To mean ―财务年度末‖, we u ―at the clo of the fiscal year‖ instead of ―in the end of the fiscal year‖.
To mean ―在……之前‖, we u ―prior to‖ instead of ―before‖.
To mean ―关于‖we u ―as r eg ards‖―concerning‖ or ―relating to‖, rather than ―about‖.
―事实上‖ is translated as ―in effect‖ rather than ―in fact‖.
―开始‖ is translated as ―commencement‖ not ―start‖ or ―b eginning‖.
―停⽌做‖ is translated as ―cea to do‖ rather than ―stop to do‖.
―何时开会并由某某主持‖ is translated as: ―The meeting shall be convened and presided by …‖.
A nd the word―召开‖is translated as ―convene‖ ,not ―hold or call‖.. ―主持‖is translated as ―preside‖ rather than
―chair‖ or ―be in charge of ‖. All the connote formality and importance.
2.1.2U of Legal Terms
Becau the contract is bad on the international law, so it is a formal legal document which has biding force. The drafter tend to u legal words express their meanings in order to make it powerful
standard and dignified.
Example 1: In ca one party desires to ll or assign all or part of his investment subscribed, the other party shall have the preemptive right . 如⼀⽅想出售或转让其所投资的全部或⼀部分，另⼀⽅应有优先购买权。
2.1.3U of Pair of Synonyms
Pair of synonyms which has little difference are ud in the contract in order to emphasize and to be thorough, clear and strict.
Example 1: Each party to this Agreement shall perform and fulfill a ny of the obligations under this Agreement.本协的各⽅均应履⾏协议规定义务。
2.1.4Frequent U of the Word ―Shall‖
The word ―shall‖ is frequently ud to express the specific regulations and compulsory obligations in the contract instead of should, must, have to. ―Shall‖ can be ud in different tens, it brings heavy tone of command, strengthen the restriction and authority of the legal document.
Example 1:The Employer shall make a prepayment of 20%of the contract value to the contractor within 10 days after signing the contract.雇主应于前⽉后⼗天内向承包⼈⽀付相当于承包合同价值20%的预付款。
2.1.5U of Ancient Style Words and Expressions
Up to now, it is commonly tend to u ancient style words and expressions in the formal contract, especially such word
―here, there, where‖ follows after the preposition to form complicated adverb. The mentioned three words lead to subordinate clau, ―here ‖means ―this‖, ―there ‖means ―that‖, ―where ‖reprents ―which‖. Once
mentioned some noun words many times in the contract ,the ancient style words can help you avoid repeating ,long and tedious, make the contract language simple accurate and powerful ,but still remain conrvative old-fashioned and inflexible in the contract.
Example 1:This Agreement is made and entered into by and between AA corporation ( hereinafter called supplier )and BB company(hereinafter called Distributor)whereby supplier agrees to grant to D
istributor the exclusive right to ll the products in the Territory on the terms and conditions stipulated as follows：本协议由AA公司（以下简称供货⼈）与BB公司（以下简称经销⼈）签定，凭此协议供货⼈同意授予经销⼈按下列条款在指定地区销售指定产品的独家权利
Notes: the word ―hereinafter ‖equals to ―later in this agreement‖
2.1.6U of Loanwords
Due to the two ancient major legal system ―general legal system‖ and ―civilian legal system‖ exists in the world, some of the words came from the ―loanword‖ in contract language, some were assimilated into English and became parts of the English words but some were still remain now.
Example 1) The arbitration shall take place in the Plaintiff ’s or Defendant’s country.仲裁应在原告或被告的国家进⾏。Notes:―plaintiff‖ and ―defendant‖ came from French words
Example 2) An allowance on the basis of 2%of the sales price for each unit shall be calculated and deducted from the purcha price fraction pro rata .补贴应按每单位售价的2%计算并从购价中按⽐例扣除。Pro rata comes from Latin.
2.1.7Avoidance of Using Ambiguous Words
关键近义词
The contract language must be explicit and never be ambiguous so that it can not lead to misunderstandings disputes even claim.
鲁智深性格特征
Example 1) Shipment is to be effected bimonthly at 600 metric tons each.
Notes: bimonthly is an ambiguous word, it has two means, one is once a week ,the other is twice a month. And the ntence should be ― Shipment is to be effected bimonthly at 600 metric tons each within May ,2006.‖在2006年5⽉份之内转运两次
每次600公吨。
2.1.8U of the Prent Ten
Although the terms of the contract are signed and stipulated in the future ten, but it is commonly u he prent ten . Example 1: Licene may terminate this contract 90 days after a written notice there of is nt to licensor upon the happening of one of the following events:
1 Licensor becomes insolvent or a liquidator of licensor is appointed;
2 The patent described in Article 2 is not issued within 30 day from singing this contract;
3 Licensor fails t o perform its obligation under this contract. 当有下列事件之⼀发⽣时，被许可⼈在提前90天向许可⼈发送书⾯通知后可以终⽌合同，1许可⼈变成⽆⼒偿付债务或许可⼈的破产清算被指定。2第⼆条规定的专利⽇签定起30天内尚未发布。3许可⼈未能履⾏其合同义务。
2.1.9U of Technical Terms
The wording of the contract need not cater to the common people’s understanding and acceptance. It is aimed at the guarantee of accurate and clear expression in the contract.
T ranslate the meanings of the word parately such as ―瑕疵‖、―救济‖、―不可抗⼒‖、―管辖‖、―损毁‖、―灭失‖ into ―defect、remedy、force majuere/Act of God、jurisdiction、damage and/or loss‖。The word ―hereinafter referred to as , wher eas, in witness whereof, for and on behalf of , hereby, thereof‖ usually comes out in the contract. This is the major characteristic of the contract.
For example：
―赔偿‖―indemnities‖ taking the place of ―compensation‖
―不动产转让‖―conveyance‖ rather than ―transfer of real estate‖
―房屋出租‖―tenancy‖，―财产出租‖―lea of property‖
酒的品牌
―停业‖―wind up a business‖ or ―cea a business‖ taking the place of ―end/stop a business‖
―特许权使⽤费‖―royalties‖
―宽限期‖ u the word ―grace‖ in repaying the money.
―当事⼈在破产中的和解‖―composition‖
以实物出资为―investment in kind‖
场面描写片段―依照合同相关规定‖should be translated as ―pursuant to provisions contained herein‖or ―as provided herein‖instead of ―according to relevant terms and conditions in the contract‖.
―合同任何⼀⽅当事⼈不得转让本合同‖―Neither party hereto may assign this contract‖
2.2Characteristics of the Sentence Structure
糖胶
The ntence ud in the contract is tan pleonastic and rigorous. In order to be accurate rigorous clear and easy to understand, it ts the regulations related to the ntence pattern in the contract. The place order of adverbial modifier is one of hot issue. Whether the adverbial modifier followed aft
er the main clau or not, it has its own regulations. We must followed the regulations so that meet the requirement of contract and make the ntence conci accurate and rigorous.
2.2.1Long Sentences with Complicated Structure
Simple ntence is hardly ud in the contract, whereas it is commonly u all kinds of subordinate clau.
Example 1)The rights and liabilities of the parties here to will bind and inure to the benefit of their successor ,executors or administrators, provided, however that party B may not assign or delegate this Agreement ,whether by operation of law or otherwi ,without the prior written connt of party A e xcept to a person or entry into which it has merged or which has otherwi succeeded to all or substantially all of its business and asts to which this Agreement pertains ,by merger, reorganization or otherwi ,and which has assumed in writing or by operation of law its obligation under this Agreement.协议双⽅的权⼒责任对协议的继承⼈执⾏⼈或管理⼈⽣效，对其有约束⼒，但未经⼄⽅事先书⾯同意⼄⽅不得运⽤法律或其他⼿段擅⾃转让后制定或采取其他⽅式转让指定本协议规定的属于⾃⼰的任何许可权，权⼒或义
务。⼄⽅将债权债务转让或指定给合并后⼀⽅的个⼈或企
业时，或将债权债务转让或指定给继承⼈与本协议相关部分或实质上全部财产或经营个⼈或企业个⼈或企业以书⾯形式或依法履⾏合同义务的⽅式享有权利履⾏责任时则不受此限。
2.2.2Great Changes in Sentence Order
In business contracts, ntence order differs greatly from what we generally u. And the ntences have many inrted phras and subordinate claus. The legal English is not same as general English which put the time adverbial modifier into the beginning of the ntence, with a comma parate from the main clau, put it at the end of the ntence, whereas it inrts adverbial modifier or appositive and attribute between the subject and predicate or between predicate and object. Example 1) Applicant, within 30 days upon receipt of notice of approval from competent authority, shall go through industrial and commercial registration.申请⼈应⾃接到主管机关的批准通知后30⽇内办理⼯商登记⼿续。
2.2.3Compact Structural Phras in stead of Subordinate Clau
Example 1) Any party dissatisfied with the judgment may, within 15 days upon receipt of the said judgment, file an appeal to the next upper People’s court.如不服从判决的⼀⽅可与接到判决之⽇起⼗五⽇内向上⼀级法院提起上诉。
2.2.4U of the Passive V oice
Example 1) Any payment made to an officer or employee of the corporation such as a salary, commission, bonus, interest, tent travel or entertainment expen incurred by him, which shall be disallowed in whole or in part as a deductible expen by the International Revenue Service, shall be reimburd by such officer or employee to the corporation to the full extent of such disallowance.
2.2.5Position of the Adverbial Modifier in the Sentence
The place order of the adverbial modifier is equal to the frequency adverb such as ―often, sometimes, always, never, ldom‖ and followed after the modal verb or behavioral verb.
Example 1:A company shall i n conducting its business activities , comply with law
and business ethics, strengthen the construction of socialist civilization and accept the supervision of the government and the public .the legitimate rights and interests of a company shall be protected by law and shall be protected by law and shall not be infringed.公司从事经营活动必须遵守法律遵守职业道德加强社会主义精神⽂明建设接受政府和社会公众监督公司合法权益受到法律保护不受侵犯。
2.2.6Position of the Adverbial Modifier in the Subordinate Clau
The adverbial modifier insubordinate clau should followed after the conjunction ―if /when‖ and before the subordinate clau .
Example 1: Where ,through curities trading at a stock exchange, an investor comes to hold 5%of shares issued by a listed company the investor shall, within three days from the date on which such share holding becomes a fact , submit a written report to the curities regulatory authorities under the State Council and the stock exchange, notify the listed company and make the face known to the public. During the period specified above, the investor may not continue to purcha or ll shares of the listed company in question.通过证券交易所的证券交易投股者持有⼀个上市公司已发⾏的股份的5%时应当在事实发⽣之⽇起三⽇内向国务院证券监督管理机构，证券交易所做出书⾯报告，通知该上市公司并予以公告，在上述规定的期限内不得再⾏买卖该上市的股票。
2.2.7The Position of Claus in Short Form
If the subordinate clau is in short form, the subordinate clau should be inrted into the main clau, following ―shall‖but before the behavioral verb. Example 1)The contractor shall,if called upon so to do , enter into and execute the Contract Agreement to be prepared and completed at the cost of the employer in the form annexed to the conditions with such modification as may be necess
ary.在被邀请签约时承包⼈英同意签署并履⾏合同协议书。该协议书由业主按照本合同条件所附格式拟定，如有必要可对其进⾏修改该协议书的拟定和签订费应由业主承担。III Skills of Translating Long Sentences in Business Contracts ―Translation is transmission from one kind of language into the other, furthermore it takes the most exactly and naturally way return to the original shape of information from the meanings to the literary style Translation is scientific and artistic.‖ It is
defined by most of the famous professional translators. Everyone knows that the translational field is full of all kinds of difficulties. Whereas the translation of the long ntence in the contract is the main troubles, we must study it hardly and be very cautious to deal with it. The thesis combines the International trade contract with English translation skills together.
3.1Classification and Definition of Long Sentence
3.1.1Definition of Long Sentence
The long ntence means that it is complicated in grammar, excessive in modifier; the layers of the content are more than two compound claus even more different meanings of the simple clau.
3.1.2Classification of long ntence
Lots of long ntences are ud in the English business contract, they are divided into there parts, such as simple long ntence, compound long ntence, juxtaposition ntence.
3.1.2.1Long ntence with simple structure
Both Chine and English languages have different characteristics in the words, place order, grammar and structure. General speaking, the ntence are long in words, few in verb, flexible in place order, balance in structure. When translate the simple long ntence, firstly it needs us make a clear understanding the related logic relationship of the related component. And then cut them into small pieces of the components, find out the kernel words, change the place order of the ntence and finally translate into Chine. It express the original meanings successively, accurately and clearly. Example 1) The Buyers may, within 15 days after arrival of the goods at the destination ,lodge a claim against the llers for short weight being supported by Inspection Certificate issued by a reputable public surveyor.货物抵达⽬的港15天内，买⽅可以凭有信誉的公共检验员出⽰的检验证明向卖⽅提出短重索赔。
Example 2) Within 30 days after the signing and coming into effect of this contract, the Buyer shall proceed to pay the price for the goods to the Seller by opening an irrevocable L/C for the full amount of USD30,000 in favor of the Seller through a bank
at export port.买⽅须于本合同签字并⽣效后30天内通过出⼝地银⾏开⽴以卖⽅为收益⼈的不可撤消信⽤证⽀付全部货款计30000美元。
Example 3) The Equipment and Material shall be carefully and properly packed in the best and stable condition according to the figures and characteristics of the Equipment and Material so as to withstand long distance a and inland transportation and numerous handlings.设备和原料须根据其形状和特点以恶暗杀呢桡⾻的⽅式井信托党的包装，包装须合适于长途海、路运输，能经受多次装卸。
3.1.2.2Translating compound long ntence
In order to keep the contract rigorous, English business contract usually u compound long ntence which contains veral subordinate claus. The ntences are long in structure, complicated in grammar, but it has a clear clue. While translating this type of long ntence, we must find out the relationship of each subordinate clau, bear in mind the important and unimportant clau, grasp the kernel ntence, explain by the subordinate clau, transmit the original meanings.
Example 1) This Agreement made this twentieth day of December 2000 between The International Transportation Co. Ltd. of 98 Wuyi Road, the City of Changsha, Party A, and The Far East Trading C
o. Ltd. of 29 Piccadilly, the City of London, UK Party B. Witness:
That party A, in consideration of the agreement hereinafter contained of Party B, that he will deliver, in good and marketable condition, to Party B, during the month of March of next year, five thousand cas of a, in the following lots, and on the following specified terms, vs: one thousand cas by the eighth of March, one thousand cas additional by the fifteenth of the month , one thousand cas more by the twenty-cond, and the entire five thousand cas to be all delivered by the thirtieth of March. 合同签订于2000年12⽉20⽇，长沙市五⼀路98号的国际运输有限公司为甲⽅，英国伦敦⽪卡迪利⼤街29号的远东贸易有限公司为⼄⽅。兹约定，考虑到⼄⽅的许诺，甲⽅与⼄⽅订⽴协议并同意：由甲⽅负责，于订约之翌年3⽉份⼀⽉内向⼄⽅运送质地优良、符合⾏销标准的5000箱茶叶，并按下列期限分批交货。即：到3⽉8⽇⽌交货1000箱，⾄3⽉30⽇全部5000箱茶叶如数交迄。
Example 2)The Buyer shall pay the Seller US $350,000 within 20 days after the Bank
of China has received the following documents from the Seller and found them in order, but not earlier than 12 months after the date the Contract Plant for the first time reached 95% of guaranteed capacity of the whole Contract Plant according to the guaranteed quality indices as per Annex Ⅵ to the Contract or 65 months after the date of signing the contract, whichever is earlier.买⽅须于中国银
⾏收到卖⽅下列单据，并经审核证实⽆误后的20天内向卖⽅⽀付350，000美元，但此款项的⽀付不得早于合同⼯⼚第⼀次达到附件Ⅵ所规定之质量保证指标的95%以后的12个⽉，或本合同签字后的65个⽉，以早到的⽇期为准。
