Binding Agreement Language

This article suggests that there are reasons to pay much more attention to the issue of language choice. From drafting the contract to introducing evidence into litigation, the use of a multilingual contract shows your clients that you are an experienced lawyer who knows how to seek their best interests. (a) be selective (with respect to provisions expressing intentions rather than commitments) and be precise and consistent (with respect to the text used to explain intentions or commitments); b) the above preconditions (CP); and (c) indicate the specific issues to be agreed to reach an agreement. The parties recognize that declarations of intent are not binding. Therefore, insert in your statement of intent a language that confirms that it is not binding and that negotiations may be completed at any time by one of the parties at its sole discretion. The two main factors used by the courts to determine whether a declaration of intent is binding are: the parties and their counsel should consider the time and resources (including legal fees) devoted to drafting the contract. No lawyer would dream of telling a client that the exact language used in a contract “doesn`t matter.” But if the translations offered in multilingual contracts are not verified, that is exactly what lawyers do. The parties often pursue each other over the meaning of a single word in a contract. Contractual disputes are challenged on appeal where there is a clear conflict between two words, two sentences or two paragraphs in a contract. The lack of precision in a translation invites problems when there is no need.

If you intend to resolve the dispute in an arbitral tribunal where arbitrators usually conduct proceedings in English, then it is reasonable to have English as the official language of the contract. However, if the forum chosen is China`s local courts, because it is the only place where your manufacturer-seller has assets and your best potential to impose is to upset the threat that hangs over this familiar judicial system, then you should use the extra time and cost to make Chinese the official language of your contract. While this may thwart the spirit of advancing a deal, it is never very edifying what “good faith” means or how to inadvertently break that alliance. It is therefore a good idea not to include the language “good faith” in a statement of intent. If the parties are not prepared to enter into a binding agreement, they could nevertheless consider some kind of non-binding commitment. The possible reasons are very different. For example: The reason is simple: if you expect to sue in a Chinese (or foreign) court, staff will not speak English in that court. You won`t read English. Even if they read English, the Tribunal`s procedural regulations will require that the documents be translated into the national language.