(j) Language (translations)
If a contract is translated into another language (e.g. because the local law requires that contracts be drawn up in an officially recognised language in order for the contract to be valid and enforceable), it is important to state this and to determine which version will prevail in case of inconsistencies or contradictions between the two. An example of a clause providing for the prevailing version in such circumstances:
Language. This Agreement has been drawn up in the English language. In case of discrepancies between the English text version of this Agreement and any translation, the English version shall prevail.
The first sentence may sound superfluous, but a translator should not translate the word English into (the characters saying) “Chinese”. In that case, the reader of the Chinese version must be alert that another text version might be slightly different.
The Unidroit Principles provide:
Article 4.7 (Linguistic discrepancies)
Where a contract is drawn up in two or more language versions which are equally authoritative there is, in case of discrepancy between the versions, a preference for the interpretation according to a version in which the contract was originally drawn up.