Next time you are negotiating a contract with a business based in a country where English is not the first language, always try to put language in there which makes clear that the language of the Agreement is English and that in the event of any conflict between the English version and a translation, the English version will take precedence. If you are providing services in a country where English is not the first language, it is also sensible to make clear that all verbal and written exchanges will take place in English and that all documents will be delivered in the English language. That way you know that if you are appointing personnel to provide the services, who are not English nationals, you only need to know that they speak and write good English; and not that they speak English and yet another language which may not be their mother tongue. It is amazing how many misunderstandings this can avoid later.

Why does it matter, I hear you ask?
“Ich trinke meine Kaffee, stark, dunkel und häβlich” translates to English as
“I like my coffee strong, dark and ugly”.
I can translate it back into German and get the same words back. Translating contracts must be the same, right?

Hmm…..well just like the universe does not always obey the laws of Newtonian mechanics the entire universe over, so translating legal documents does not always obey the laws of common sense.

Just for fun, open Babelfish, the online translation service in two browsers. Find a long convoluted sentence from a legal document, pop it into Babelfish in one browser and translate it into AN other language. Then copy the translated text into Babelfish in the other browser and translate it back into your first language, and see what happens. The more convoluted the sentence, the more incomprehensible the resulting translation back will be.

Lessons learned:
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• Don’t use Babelfish to translate your contracts.
• If you have to translate a contract, try to make sure that your mother tongue version prevails.
• If you cannot agree that your mother tongue version prevails, make sure that you control the translation into the foreign language. It is better to spend the money making sure that whoever translates the contract (a) is an experienced legal translator and (b) understands the intent of key clauses around termination, compensation and limitation of liability, so that where either of two phrases might do, they select the right one and not the wrong one.

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If you have any questions about protecting your business when selling technology services abroad, please contact me at katherine@mirkwoodevansvincent.com