Legal English Seminar Hosted by Bar Association of Guangzhou Organized by Xinyang Law Firm & V-LINK Consulting Co-organized by Department of Legal English Studies, Guangdong University of Foreign Studies June 2, 2009

Contract Translation From Poor English to Standard English By Mr. Anthony Hoolahan & Miss Louisa Shen Invited Guests of Honor: Dr. Johnson Zhang, Dr. Jim Yang & Miss Joan Zhang Lecture for Legal English Seminar on June 2, 2009

Profile of Anthony Hoolahan  安东尼 · 胡拉罕 (Anthony Hoolahan) ，从 1980 年 起在澳大利亚新南威尔士担任执业律师，后来 在悉尼担任政府律师。 1983 年至 1987 年在日本 学习日语及国际私法，用日语写作毕业论文并 获法学硕士。此后，其担任多年排名世界第一 的律所贝克 · 麦肯思国际律师事务所，以及日本、 泰国、中国、美国和澳大利亚等多国主要律所 及政府组织的法律顾问和 / 或专职或兼职法律翻 译。几年前应张新红博士盛情邀请，安东尼 · 胡 罗汉先生来华协助张博士编写著作、教学和翻 译，同时也在中国学习汉语。得益于多语及多 文化背景，其成为众多公司和项目的最佳人选。

Profile of Louisa Shen  沈璐，广东外语外贸大学法律英语系教师，法 律语言学研究所翻译研究室副主任；中国法律 语言学研究会会员；广东省高级人民法院、广 州市中级人民法院法庭口译员， 2003 年代表广 东外语外贸大学参加 “ 中国北京 2003 模拟联合国 比赛 ” ，获得团体优秀奖（全国共三名）。 2003 年至今，一直从事法庭口译、裁判文书、合同 翻译，已担任过近 100 件案件的法庭口译，翻译 的裁判文书和合同达 120 多万字。此外还多次担 任大型培训项目、会议的连续传译员。

Contact Us Anthony Hoolahan: Louisa Shen: Johnson Zhang: Jim Yang: PPT available at

A Comparative Study

Example 1: Original Chinese  乙方为出售给甲方的产品提供 个月的保修服务， 自甲方签收该产品后起算。在保修期内，乙方对 该等产品提供免费维修服务。对按本合同第三条 第四款约定更换的产品，保修期自乙方提供更换 后的产品并通过甲方验收后起算。若乙方不履行 保修义务的，甲方有权委托第三方进行维修，相 应的费用由乙方承担，并有权从应付乙方的货款 中扣除。

Example 1: First Draft  The Products Party B sold to Party A are guaranteed for ___ months from the day when Party A accepted the Products. Party B provides free maintenance services during the warranty period. And the warranty period for the replaced Products mentioned in Article 3.4 in this Agreement shall be counted from the date of Party A’s inspection. In case Party B refuses to perform the duty of warranty, Party A has the right to entrust the third party with maintenance at Party B’s cost, and therefore Party A can make deduction from the amount payable.

Example 1: First Draft  The Products Party B sold to Party A are guaranteed for ___ months from the day when Party A accepted the Products. Party B provides free maintenance services during the warranty period. And the warranty period for the replaced Products mentioned in Article 3.4 in this Agreement shall be counted from the date of Party A’s inspection. In case Party B refuses to perform the duty of warranty, Party A has the right to entrust the third party with maintenance at Party B’s cost, and therefore Party A can make deduction from Party B.

Example 1: Second Draft  Supplier shall provide maintenance and/or repair services during the period of [ ] months commencing as of the date when Purchaser signs for receipt of the Products. Supplier shall provide maintenance and/or repair services free of charge for the Products. For the Products replaced in accordance with Article 3.4 herein, the warranty period shall be calculated commencing as of the date when the Products replaced by Supplier are inspected and accepted by Purchaser.

Example 1: Second Draft  Where Supplier fails to perform its maintenance and/or repair obligations, Purchaser has the right to appoint a third party to carry out such maintenance and/or repairs at Supplier’s expense and to deduct such expenses from payment to Supplier.

Example 2: Original Chinese  甲方应以书面形式（传真、电子邮件、快件专寄） 向乙方出具订单（格式见附件二），标明该批次 产品的数量、单价、交货时间、地点及其他特别 要求等内容。乙方确认订单后，由授权人签字或 盖章后回传。若订单内容与本合同约定有差异的， 以双方确认的订单内容为准，订单未注明的内容， 以本合同约定为准。乙方应在确认订单后按订单 上约定的内容交货。

Example 2: First Draft  Party A shall issue order (format set out in Appendix II) to Party B in writing (fax, and Express Mail Service), which specifies amount, unit price, time and place of delivery, and other specific requirements of the Products. After confirming, Party B shall send back the order upon signature or seal. Where the order is inconsistent with the stipulations herein, the order confirmed by both Parties shall prevail; where the order makes no special requirements, the stipulations herein shall prevail. Party B, upon confirmation of the order, shall deliver the Products in conformity with the order.

Example 2: First Draft  Party A shall issue order (format set out in Appendix II) to Party B in writing (fax, and express mail), which specifies the amount, unit price, time and place of delivery, and other specific requirements of the Products. After confirming, Party B shall send back the order upon signature or seal. Where the order is inconsistent with the stipulations herein, the order confirmed by both Parties shall prevail; where the order makes no special requirements, the stipulations herein shall prevail. Party B, upon confirmation of the order, shall deliver the Products in conformity with the order.

Example 2: Second Draft  Purchaser shall issue orders in writing (by fax, or special express mail) to Supplier (in the form specified in Schedule 2 hereto) indicating (without limitation to) the quantity, unit price, date and place of delivery, and any other special requirements for the current batch of the Products. The order, upon confirmation by Supplier, shall be signed or stamped by an authorized person and then returned to Purchaser. If there is any discrepancy between any provision in the order and this Agreement, the provisions of the order as confirmed by both Parties shall prevail. This Agreement shall govern any matter not clearly specified in the order. Supplier shall, upon confirmation of the order, carry out delivery as specified in the order.

Example 3: Original Chinese  河北宝硕股份有限公司因生产经营短缺资金，需 要贷款叁仟肆佰万元。但鉴于宝硕股份有限公司 目前经济状况难以取得银行贷款，为此，经与中 信实业银行天津分行协商，决定变更贷款方式， 采取以保定市胜达塑料制品有限公司为出票人的 ‘ 保兑仓 ’ 形式融资。因此向保定市胜达塑料制品有 限公司承诺如下：一、全部款项由宝硕股份有限 公司使用、受益。二、票据到期日由受款人宝硕 股份有限公司偿付。三、产生的一切费用由宝硕 股份有限公司承担。四、出票到期后，如逾期责 任由宝硕股份有限公司独立承担其相应后果，并 以其全部财产负责清偿有关债务。保证保定市胜 达塑料制品有限公司不承担连带责任。五、违反 承诺，愿双倍赔偿损失。

Example 3: Beijing Version  Baoshuo Co. need to loan RMB Yuan caused shortage of fund. But financial situation of Baoshuo Co. is too bad to loan from a bank at present, China Citic Bank agreed to loan on financial leasing with way throw agreement, and the issuer is Shengda Yongqiang Co.. it accepts hereby that: ‘1. Baoshuo Co. enjoys the loan; 2. The loan shall be paid by Baoshuo Co. at the date of maturity of the bill; 3. All fees shall be paid therefrom by Baoshuo Co., 4. When the bill has not been paid at its maturity, Baoshuo Co. shall pay the bill in full. And Baoshuo Co. shall be liable for the debts with all its asset. The joint liabilities shall not be borne by Shengda Yongqiang Co.. 5. Double damages shall be paid by Baoshuo Co. if breach of the acceptance.

Example 3: Our Version  Baoshuo needs a loan of 34,000,000 yuan because of a shortage of funds for production and management. However, because the current financial situation of Baoshuo made it difficult for it to borrow from a bank, Baoshuo consulted with Citic, and it was agreed to change the structure of the financing from a loan to that of a warehouse receipt pledge, with Baoding Shengda Plastics Co., Ltd. as issuer. The undertaking to Baoding Shengda Plastics Co., Ltd. includes provisions that: 1. Baoshuo [alone] shall use and profit from the loan; 2. The loan shall be paid by Baoshuo at the maturity date of the bill;

Example 3: Our Version  3. All expenses incurred shall be paid by Baoshuo; 4. If the bill has not been paid at its maturity, Baoshuo shall be responsible for all the relevant consequences, and shall be liable to use the whole of its assets to clear all relevant obligations. Baoshuo warrants that Baoding Shengda Plastics Co., Ltd. shall not be jointly liable as guarantor. 5. Double damages shall be paid by Baoshuo if there is any breach of the undertaking.

Example 4: Original Chinese 甲方于乙方交付产品后 个月内发现产品不符 合约定标准及要求，或出现质量问题的，乙方 应在收到甲方书面要求后 个工作日内进行无 偿更换，若更换后的产品仍存在质量问题的， 甲方有权拒付此产品相应的货款；若甲方已支 付货款的，乙方应予以退还。

Example 4: Your Version

Example 4: Our Version In the event that, within [ ] months after delivery, the Products are found not to be in conformity with the agreed standards or requirements, or if any quality problem arises, Supplier shall supply replacements free of charge within [ ] business days after reception of the written request of Purchaser. Where any quality problem occurs in such replacements, Purchaser is entitled to refuse payment for the Products; where payment has already been made by Purchaser, Supplier shall refund same.

Exercises for Legal English Seminar June 2, 年 6 月 2 日 法律英语沙龙练习题 Please refine the following sentences. 请修改下列句子，使其更地道。 It is highly suggested that you finish the following exercises before coming to the seminar. 建议参加沙龙前先完成以下练习。

Exercises  1. The following terms and conditions should be taken as incorporated in every insertion order or space contract tendered to Publisher except modified by written agreement signed by an officer of Publisher, and should pass all inconsistent statements in such kind of order or contract.

Exercises  1. The following terms and conditions shall be deemed incorporated in every insertion order or space contract tendered to Publisher unless modified by written agreement signed by an officer of Publisher and shall supersede any inconsistent statements in such order or contract.

Exercises  2. Any person desiring to obtain a certificate of personal fitness shall apply for it in a written form, which shall be the same as the modification of Form I in the schedule attached to this Agreement that is deemed suitable.

Exercises  2. Any person desiring to obtain a certificate of personal fitness shall make an application in writing therefor, which shall be in accordance with such modification of Form I in the schedule hereto as may be suitable.  Plain English: If you wish to get a certificate of personal fitness, please submit your application using the attached form.

Exercises  3. In this deed, the SELLER declares and covenants with the PURCHASER that he is the only owner of the Schedule property and has a legal title to it and so, an absolute right to sell and convey it to the PURCHASER in terms of this deed. The SELLER further declares that he has not done any acts, deeds or things to misuse his right to convey or prevent him from selling the Schedule property in terms of this deed.

Exercises  3. The SELLER hereby represents and warrants to the PURCHASER that he is the sole and absolute owner of the property described in the Schedule hereto (“the Property”) and has a clear, legally valid and marketable title thereto and therefore, an absolute right to sell and convey the same to the PURCHASER in terms of this deed. The SELLER further represents and warrants that he has not done any acts, deeds or things so as to curtail, restrict or prejudice his right to convey or prevent him from selling the Property in terms of this deed.

Exercises  4. If a breach of the Limited Warranty takes place, Licensee's exclusive remedy will be: Licensee will return all copies of the Software to Licensor and the proof of purchase, but the relevant fee will be paid by Licensee. If Licensor wishes, Licensor will either send Licensee a replacement copy of the Software which should be paid by Licensor, or issue a full refund.

Exercises  4. In case of a breach of the Limited Warranty, Licensee's exclusive remedy is as follows: Licensee will return all copies of the Software to Licensor, at Licensee's cost, along with proof of purchase. At Licensor's option, Licensor will either send Licensee a replacement copy of the Software, at Licensor's expense, or issue a full refund.

Exercises  5. All brokerage or leasing commissions or other compensation will not be payable to any person, firm, corporation or other entity based on any Tenant Lease or any of its extensions or renewals, if any, excepting those agreements entered or accepted in writing by Purchaser.

Exercises  5. No brokerage or leasing commissions or other compensation will be due or payable to any person, firm, corporation or other entity with respect to, or on account of, any Tenant Lease or any extensions or renewals thereof, if any, excepting those agreements entered into or accepted in writing by Purchaser.

Exercises  6. Company employs Employee for the Term (whose definition is stipulated in Section 2) to render exclusive and full-time services in an executive capacity to Company and to the subsidiaries of Company engaged in the business of selling shoes and in connection with such business to devote his best efforts to the affairs of Company and to perform those duties which Employee shall reasonably be directed to perform by officers of Company.

Exercises  6. Company hereby employs Employee for the Term (as defined in Section 2 hereof) to render exclusive and full-time services in an executive capacity to Company and to the subsidiaries thereof engaged in the business of selling shoes and in connection therewith to devote his best efforts to the affairs of Company and to perform such duties as Employee shall reasonably be directed to perform by officers of Company.

Exercises  7. If Employee dies during the Term, this Agreement shall be automatically terminated, except that (a) Employee's estate shall be entitled to receive the compensation which is provided in this contract to the last day of the month in which Employee's death occurs; and (b) said termination shall not affect any payable amounts as insurance or other death benefits according to any plans or arrangements which are in force or effect at that moment about Employee.

Exercises  7. In the event of Employee's death during the Term, this Agreement shall automatically terminate, except that (a) Employee's estate shall be entitled to receive the compensation provided hereunder to the last day of the month in which Employee's death occurs; and (b) such termination shall not affect any amounts payable as insurance or other death benefits under any plans or arrangements then in force and effect with respect to Employee.

Exercises  8. This Agreement shall be amended, changed, superseded, revoked, renewed or extended, and the terms or covenants may be waived, only by a written instrument executed by both of the parties, or in the case of a waiver, the party waiving compliance. The failure of either party at any time to require performance of any provisions shall never affect the right at a later time to enforce them. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or other manner, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

Exercises  8. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained herein, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained herein.