Corporate & Securities Law

Working with Contracts If You Aren?t a Native English Speaker: Some Notes from All Over

By Ken Adams

I’m attuned to the particular challenges facing anyone who isn’t a native English speaker and is required to draft or negotiate contracts in English. Indeed, my site contains this note on the subject. I was recently reminded of this issue in a number of ways.

First, I exchanged emails with a reader in Asia. Here’s what he said, in part:

We operate at a level of mediocrity in Asia (including India, a particular hotbed of florid legalisms and Latin locutions) and most of Europe that would induce tears. A great part of the problem is that English is not always the primary language. Those who speak it passably are eager to preen by stuffing documents with what they perceive to be fancy words.

And I encountered this article from ArabianBusiness.com. It’s by Fiona Robertson of The Rights Lawyers, a technology, media, and telecommunications boutique based in Dubai, and it details some bizarro language she’s encountered in contracts. I suspect?or rather, I hope!?that in some instances the language in question was drafted by a non-native English speaker.

And the third reminder was a conversation that I had today with someone in Europe. He inquired whether my stuff might be too advanced for his company’s personnel, most of whom are non-native English speakers.

These three reminders prompted the following thoughts:

If your company enters into contracts that are in English, you have no choice in the matter: To protect your company’s interests, your company’s legal and contracts personnel will have to ensure that the contracts accurately express your company’s intent. To do that, you have to be able to manipulate English sufficiently to avoid the sorts of problems that routinely cause confusion and land people in court. That requires a decent command of the form of standard English that should be used in contracts. And there’s no way to somehow dumb it down for the non-native English speaker.

But that challenge is manageable. The language of contracts is limited and stylized, so you don’t have to wrestle with much of what gives English its fiendish complexity. And if you’re looking for guidance, MSCD provides the only comprehensive set of guidelines.

Full post as published by AdamsDrafting on March 10, 2010 (boomark / email).