English as the Lingua Franca of Contracts

I’m working on the introduction to MSCD2, and five minutes ago I wrote this:

English is used in contracts around the world, and not only in contracts between companies from English-speaking countries. English has become the lingua franca of international business, so a contract between, say, a French company and a Brazilian company is more likely to be in English than in French or Portuguese.

I’d be interested to hear your thoughts on use of English in international contracts.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

5 thoughts on “English as the Lingua Franca of Contracts”

  1. We oftentimes prefer our contracts with Chinese companies be in Chinese, not English. If they are in English and you need to go to court for injunctive relief (to, let’s say, stop trademark infringement), the Chinese court will use its own translator. This means you will not know what your contract says until the Court has translated it. This is often just too dangerous. Also, the liklihood of enforcement of contracts like labor contracts, goes down considerably if in English and not Chinese.

    Yes, English is the world’s business language, but we should not be too quick to assume this means English langauge contracts are the way to go in all situations.

  2. For contracts which mainly apply in a certain country, you better use the local language to simplify enforcement and respect that country. But for international contracts between two countries who do not employ a common language, English is certainly becoming the common language. The next question of course is what legal standards apply in those cases, the fact that you may use English, would not automatically imply you use British or U.S. standards…

  3. As in-house counsel in the GCC I find that English is the first port of call for most drafts.

    Agreed, enforcement by local courts is aided by having a contract in the local language (Arabic), but the time, cost and uncertainty involved in drafting and negotiating in a foreign language means that this is not a preferred means of getting the deal on paper. A lack of trust in translations is often founded in the lack of attention to the importance of specific wording by the translators.

    If for registration or litigation purposes a local language contract is needed, I find that the shortest route is to negotiate the English text and then subsequently agree on a certified translator: the resulting translation will seldom be scrutinized in detail (erroneously).

    A ‘side-by-side’ format is preferential to different copies for each language. Many of the style and layout suggestions discussed in this (very interesting) blog suffer the consequences however…

    An added bonus to negotiating documents in English is that in regions where “home-grown” documents are often not top shelf material, best practice and higher drafting standards are absorbed more naturally. Whether this trickles down to the level of enforcement by local authorities or not is another issue, but at least the parties have a clear idea of where they (should) stand.

  4. This is absolutely true. During the 1980s I was representing a number of Japanese hardware companies who were doing deals in the U.S. Needless to say those contract were in English. I was then hired to draft a series of standard contracts for my Japanese clients to use with Japanese customers. I naturally asked whether they intended to translate these standard contracts into Japanese. They said no. When I asked why they indicated that English was a much more precise language for contracts (versus Japanese) and that it was common for Japanese-to-Japanese business transactions to be done with English language contracts — at least in the computer industry. I was also brought to Japanese on a number of occasions to help them negotiate these contracts with other Japanese companies. A very surreal experience.

  5. A reader told me the following:

    Probably 95% of our international contracts are in English.

    Notable exceptions are:

    We are using Chinese almost exclusively in China. Many Latin American customers insist on Spanish. We have at least one French customer that is insisting on having the contract in French. (Which may be a large part of why we still don’t have a signed contract after nearly 6 years of on-again, off-again negotiations.)

    I have been told that contracts with Polish companies must be in Polish, but we haven’t done many of them so I’m not sure about that.

    Some comments have noted the enforcement issue as a reason to use local language. Our preference for international dispute resolution is arbitration in the US or a neutral country, with the arbitration to be conducted in English. In situations where we use another language in the contract we still try for arbitration but it makes sense in that case to use the local language for the arbitration since that’s the language of the contract.


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