Yesterday, I did a post, entitled, “Drafting A China Manufacturing Agreement. Watching The Sausage Get Made,” seting out many of the questions we typically ask our clients before we begin drafting their OEM agreements. A reader, Phil, left us the following comment to that post:
Can I ask about the wording of your agreements in Chinese? A deal I’m involved with has been running into a lot of trouble because the American law firm who wrote our contracts have written them in highly complex legalese, very different to the language of Chinese law and standard Chinese contracts. In the third tier city where we are trying to operate, our partner and potential collaborators are having real trouble just reading and understanding the documents. (I’m a translator, and I’m reasonably sure that both sides are right on this – the contracts are correct, but they really are very difficult to read.)
How does your firm walk the line between the conventions of English (American) legal drafting and Chinese drafting?
We write our contracts the modern way. By that I mean that we eschew legalese (and using strange words like “eschew“) and we strive to avoid unnecessary boilerplate. This is true of our contracts in both English and in Chinese. Most importantly though, we do not really need to “walk the line between the conventions of English (American) legal drafting and Chinese because of how we draw “the connection” between our English version of a contract and its Chinese version.
When we draft a contract for a client, we first draft it in English. We do this for the benefit of the client and we work with the client using the English language contract. Once we have finished the contract in English, we then move on to re-writing it in Chinese. Notice how I did not say “we then translate it into Chinese.” We use lawyers and only lawyers to take the English and re-write it into Chinese and the re-write is not a direct translation.
Just the other day, in an effort to save a few bucks, a potential client asked me if we would reduce our flat fee on a contract by $300 if he had his own people translate our English version into Chinese. My response was that if we gave such discounts, it would be greater than $300, but that my firm will not do a China contract unless we do both the English and the Chinese. As I wrote in “No China Translation. What Were You Thinking?” and in “Dual Language China Contracts Double Your Chance Of Disaster,” we do not write dual-language contracts. The contracts we write have one official language and that language is nearly always Chinese.