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On the Distinct English and Chinese Translating Techniques of Business Contracts Bai Xin

Abstract: In economic society, the position of business contracts has been more and more important. A contract refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing. So the language for contract is different from that for basic English or literature. The centre part of this paper is explaining the distinct Chinese and English translating techniques and the lexical, semantic and stylistic features of business contract through the models translated by the specialist of this academic field. And vice versa, the explanation will be helpful to our translating and drafting English business contacts. Key words: business contacts, translating techniques

1. Introduction In the present field of business contracts, a large number of English-version contracts come into function in China market. As English majors, we should clearly realize the facts and our responsibilities for the society, or we’ll be excluded. In this paper, the author mainly attaches importance to the correct translation of adverbs used in business contracts and their effects on the translation of the whole sentence. As for formal words, the author just highlights some frequently used verbs and adjectives which could create troubles for the business men or translators. In this thesis, the author introduces the linguistic translation of business contracts, including analysis of some frequently used words and phrases and how their meanings are conveyed in business contracts. As undergraduates, most of us haven’t deeply studied formal English yet, to say nothing of using them. The purpose of this thesis is to enlighten the Chinese undergraduates’ understanding of the business contracts, and at the same time, to broaden their intellectual outlook. The most important point is to avoid and decrease legal disputes and financial loss in their future cause. In chapter 2, the author introduces some lexical features to clear the barriers to understanding the basic ideas of business contracts. In the analysis of chapter 3, the translating techniques of business contracts are demonstrated at semantic and stylistic levels.

2. At the lexical level To a fledgling on the translation of business contract, the first step is to comprehend its dictions, namely those words mainly used in contract; we need to grasp the meaning of these words and how to translate them into what we Chinese can understand. It is equivalent that we have a guide on the zigzag of translation of business contract. 2.1. Some distinct adverbs To reduce misunderstandings and different meanings, more important is to avoid disputes; some distinct adverbs are often employed in the business contracts, even all the formal documents. 2.1.1 Some notices on the adverbs In business contracts, compound adverbs are often employed. They are so peculiar that we feel headache as soon as we see them. What do they mean? Are they useful or necessary in business contract? These are two problems which often made many people lose their hearts to translate the business contract. Actually they are just some combinations of adverbs and prepositions. Which appears in the form of suffixes “here, there, where + prepositions” such as “hereto, herein, hereby, here of, whereby, where after etc.” “Here”, “there”, “where” in these compounds mean “this”, “that”, “which or what” respectively. For example: Hereto —— to this… Thereto —— to that… Herein —— in this… Therein —— in that…, in that particular context; in that respect Thereof —— of that…, of it Hereof —— of this… Hereinafter—— later in the same contract Thereby —— by that… Whereof —— of which… Thereafter —— after that… Therewith —— with that…

In light of the words on the right side, you would assert they are easy to understand. So, when their original forms are employed in the contracts, you just need to transform them and choose their correct meanings to use. Fixed rules are not hard to master, but it still needs your good faithfulness, smoothness, and gracefulness, if your aim is to be a qualified business contract translator 2.1.2 Some samples of the adverbs Let’s start with the functions of these expressions. First, to make the texts more concise and accurate, intensifying adverbs like very or rather should be totally absent in the contracts. This has been a doubtless tradition in the field of drafting contracts. However, the use of archaic words does help maintain the dignity and formality of language as well as the exactness of the content, and avoid misinterpretation or ambiguity. •Sample 1 The undersigned hereby certify that the goods to be supplied are made in USA. 下列签署人兹保证所供应之货系美国制造.

In this example, the archaic word hereby is rendered as 兹，which is an ancient Chinese expression. Meanwhile the ancient Chinese expression 之and系 are also employed to help complement the formality of the whole sentence although there are no such archaic equivalents in the original text. Sometimes, while translating the archaic words in the original text, translators cannot find equivalent archaic expressions in Chinese, but have to translate them. On such occasions, translators can utilize certain ancient Chinese expressions in appropriate places to demonstrate the formal style, even if archaic words are not used in the corresponding positions in the original. •Sample 2 Rental income under operating leases is hereby credited to the profit and loss account on a straight line basis over the lease terms. 营业租约之租金收入与租约期内以直线法在损益帐中计入. In this example, the translator doesn’t translate the meaning of the archaic word hereby, but use ancient Chinese 之 to demonstrate the formality and conciseness of the original sentence. What’s more, 与and以 also add a touch of formality to the sentence. Hereby is also commonly employed as the opening of the formal documents, such as law documents, contracts, treaties etc; Emphasis is needed, it can also be employed. Let’s have a look at this example offered by FIDIC (International Federation of Consulting Engineers): •Sample 3 The Employer hereby covenants to pay the Contractor in consideration of the execution and completion of the Works and the remedying of defects therein the Contract Price or such other sums as may become payable under the provisions of the Contract at the time and in the manner prescribed by the Contract. Some instructions to the sample: hereby: by reason of this 特此，因此，兹等意 Covenant: v. make a formal agreement 立约，签定合同，条约；n. Legal agreement 具有法律约束的正式合同 in consideration of 考虑到…；为了… the Contract Price: 合同总价，指工程的总造价 sum 款项，金额 the provisions of the Contract: terms and conditions of the Contract 合同条款 under: in accordance with 根据，按照 therein: in the Works 在本工程中Completion of the Works 工程的竣工 such…as 关系代词，相当于that, which The Chinese translation for reference is: 业主特此立约保证在合同规定的期限内，按合同规定的方式向承包人支付合同价，或合同规定的其他应支付的款项，以作为本工程施工、竣工及修补工程中缺陷的报酬. Now that the sentence is long and complicated, generally speaking, the first thing that we need to do is to find the subject and predicate, and at the same time, translate them in your mind as soon as possible. After dealing well with these two key points, the rest thing we need to do is how to arrange the order of the sentence. This will be demonstrated in 3.2

2.2. Some fixed usages of formal word Formal words are also frequently employed in English business contracts. The function of these words is to increase precision, and avoid ambiguity in business contracts and increase the seriousness of the content. That’s the reason why the following words in column A always take the place of commonly used words in column B most of the time, even though their differences are not distinct. A                         B            Absolve                     free Assist                      help Cease                      stop Confidential                  secret Constitute                    form Deem                       consider Endorse                     sign Grant                        give Infringe                      go against Manufacture                    produce Notify                       tell Purchase                     buy Terminate                       end Title                        ownership In column A, many of these formal words originate from French or Latin. It is known that, in history, French once was the official language of England after the Norman Conquest. Later, although English had already totally took the place of French, many French words still remained in official documents as formal words. Until now, these words have become part of English and function as formal words in such areas as politics, military and laws etc. Another point needed to pay attention to column A, is verbs which take the leading position comparative to adjective. The fact is just as the above examples that adjectives are much less frequently employed than in many other varieties. What is used usually contain no color of emotions, such as confidential, absolve, exclusive, technical, relevant, responsible. While, in the opposite, adjectives as splendid, wonderful, disgusting, nervous and angry will not be employed in business contracts, because they betray the rule that the language of contracts should be objective, neutral, and manifesting no personal emotions.

3. Translating techniques on semantic and stylistic levels All of the above are a few of theories or notes in reading or rendering a business contract. While in the practical situations, especially facing the long sentences, some sensible and smart techniques always can make an amazing effect so as to make the Chinese rendition faithful, smooth and idiomatic. 3.1 On semantic level

3.1.1 The position of adverbial phrases This is influenced by our Chinese ability of mastering the Chinese. In many Chinese writings, we always put the adverb before the specific movements. For example: 请把那个茶杯递给我. 天黑之前回学校. In English contracts and law documents, the positioning of the adverbial modifiers of sentences in them also follows the similar rules. Different from Chinese, which has a quite fixed position; their positions are various and sometimes seem quite unnatural and odd in English contracts. The position of adverbial phrases in English business contracts are generally classified into three types: (1) preceding the subject; (2) following the main verb (3) following the predicate 3.1.2 The translating techniques of the sentence with adverbial phrases When an adverbial precedes the subject, translators can put it in its original place or put it before the main verb it modifies, for example: •Sample 4 Upon friendly negotiation and consultation, the lessee and the lessor hereby agree to make and enter this Contract on the following terms and conditions. 经友好协商，承租人与出租人同意按下列条件达成本合同. •Sample 5 Within one month upon signing this contract, the lessee shall provide the lessor a letter of Guarantee issued by… 承租人应根据所签订的合同，在一个月内，向出租人提供由……出具的保单. •Sample 6 The buyers shall open letter of credit in accordance with the terms or conditions of this Contract. 买方应按本合同条款开立信用证. •Sample 8 The seller shall procure, at his own cost, a policy of marine insurance in a transferable form. 卖方应自费取得可转让海运保险单. Adverbial phrases are usually put before the main verbs they modify in Chinese rendition or placed between “shall” and the verb to avoid the misunderstanding of the meaning and make the meaning clear. Like this sample: •Sample 9 All disputes shall, first of all, be settled amicably by negotiation. Some instructions to the sample: All disputes 一切争端 first of all 首先  by negotiation 通过会谈 Chinese version for reference: 一切争端应首先通过友好会谈进行解决. 3.1.3 The use of good sense ability Of cause, short sentence with simple structure can be read or translated easily. But in the long sentence, when you cannot translate them just word by word, it is the time that another important ability come to effect—good sense ability. Nida (年) once propose the “basic requirements” of a translation. After reading many materials of translation of business contracts, you will pay more attention to the diction, and the legal procedure. We can translate them skillfully through our full understanding of the content and keep the same pace with the writer’s intention. The key point is to convey the spirit and manner of the original. So a good sense is the important ingredient of a good expression. From the following sample, you may find its importance: •Sample 10 The Contractor shall, without limiting his or the Employer’s obligations and responsibilities under Clause 22, in the joint name of the Contractor and the Employer, insure against liabilities for death of or injury to any person (other than as provided in Clause 24), or loss of or damage to any property (other than the Works) arising out of the performance of the Contract, other than the exceptions defined in paragraphs (a), (b), and (c) of Sub-Clause 22.2. In the joint name of the Contractor and the Employer 以承包人和业主的联合名义 liabilities for death of or injury to any person 任何人员的伤亡责任 other than as provided in Clause 24 除第24条规定的情况外 loss of or damage to any property (other than the Works ) 任何（工程以外）财产的损失或损坏 other than the exceptions defined in paragraphs (a), (b), and (c) of Sub-Clause 22.2. 但第22.2款中第(a)、(b)和(c) 项限定的情况除外 Chinese version for reference 在不限制第22条规定的承包人和业主的义务和责任的条件下，承包人应以承包人和业主的联合名义，对由于履行合同引起的任何人员的伤亡（除第24条规定的情况外）或任何（工程以外）财产的损失或损坏进行责任保险，但第22.2款中第(a)、(b)和(c) 项限定的情况除外. In this translation of Foreign Trade English, we can clearly find the significance of Bell’s translation model. It consists of two fundamental stages (analysis and synthesis stage) and other sub-stages, which, according to the author, can enable the translators to fully understand the source language and provide a proper version in the target language, so readers from both languages can obtain the equal message. •Sample 11 The Engineer shall have authority to issue to the Contractor, from time to time, such supplementary Drawings and instructions as shall be necessary for the purpose of the proper and adequate execution and completion of the works and the remedying of any defects therein. The Chinese version for reference is: 工程师有权随时向承包人发出为合理和恰当施工，竣工及修补工程中的缺陷所必须的补充图纸和指示. In the original passage, most of us would regard “the execution and completion of the Works and the remedying of defects therein” as a grammatical fault. In common sense, the first “and” should be omitted. Actually, it is the “and” that avoid economic loss. In practice, a good translation of business contract also needs the translator to grasp some professional and legal knowledge. In accordance to the statute of the contract clauses of FIDIC, a project is completed in two parts. The first stage is design, execution and completion of the works. After the first stage, the contractor obtains the Taking—over Certificate signed and issued by the employer. The second stage is: remedying the defects in the project. After completing the second stage, the contractor can obtain the Defects Liability Certificate. For the occasion, the contract obligation between the contractor and the employer is relieved. So the two ands are necessary. The first and ( execution and completion of the Works) means the two items of work in the first stage. But the second “and” means there are two stages in the international contract project. If you omit the first “and”, then the two stages are merged into one stage. This will cause the contractor to fail to hand over the project which should be transfer until the completion of remedying the defects in the project. And that will also increase the cost of manpower and material resources, and violate the statute of FIDIC contract clauses.

3.2. On stylistic level Liu (1985) states in his book Style and Translation that there are six techniques in translating long sentences in English. They are Embedding, Cutting, Reversing, Splitting, Inserting, and Recasting(P157) Considering the embedding and cutting which are much more frequently used in translating English business contracts than any other techniques, I will just explain them two in this thesis. The first techniques, embedding, mean placing the modifiers (including phrases and clauses) before the word being modified. Therefore, in Chinese rendition, the modifiers are embedded in the sentences. The use of embedding makes the Chinese version much more compact and coherent. This technique is frequently used in translating attributive phrases and clauses. •Sample 12 Any party dissatisfied with the judgment may, within 15 days upon receipt of the said judgment, file an appeal to the next upper People’s Court 如不满本判决的一方，可于接到判决之日起15天内，向上一级法院提起上诉. The technique of cutting is also employed in translating long English sentences into Chinese. This is the most frequently used technique in translating long and complex English sentences. By this means, we should sever a long English sentence and rearrange the parts in sense groups and then render them out in Chinese. Chinese sentences in business contracts are usually made up of short and loose clauses without any conjunctions with linkage, translators should divide a long sentence into short but related Chinese clauses. Generally, the technique of cutting can be classified into three types: (1) cutting between the subject and predicate; (2) cutting at the juxtaposition or transition ; (3) cutting between the main and subordinate clauses. •Sample 13——(1) Any disputes, controversies or differences which may arise between the parties in connection with this contract may be referred to arbitration. 有关本合同买卖双方之间所引起的任何纠纷，可诉诸仲裁. In this example, cutting is made between subject and predicate.

Next, note this example in which cutting is made at the juxtaposition. •Sample14——(2) In the event of any claim arising in respect of any shipment, notice of intention to claim shall be given in writing to the Seller promptly after arrival of the goods at the port of discharge and opportunity must be given to the seller for investigation.

对所装货物如有索赔情况发生，则请求索赔的通知必须于货物抵达卸货港后即刻以书面通知卖方，并且必须给卖方调查的机会.

•Sample15——(3) All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to this agreement and which the Board of Directors failed to settle through consultation, shall be submitted to arbitration which shall be conducted by the Foreign Trade Arbitration Commission of the China Council for the Promotion of the International Trade in accordance with the Provisional Rules Procedure of Arbitration of the said commission, the decision of which shall be final and binding upon both parties. 有关本协议的一切分歧和争议，若董事会不能通过协商或解决，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规则进行仲裁. 该委员会的裁决是终局的，对双方均具有约束力. This example is much more complex because it combines the three cutting methods together.

4. Conclusion After months of widespread reading on English Chinese translation books, and pondering upon a mass of samples, I have got a clear understanding of the usages and connotations of business contracts. I write all my edifications in this paper, only hoping it can offer some help for users in terms of the fixed usages of formal words, the position of adverbial phrases in legal documents, or the translating techniques and good sense ability on semantic and on stylistic level. If what I dedicated really makes some sense, my hard work pays off. Actually, for translating techniques of business contract is a sophisticated subject, and also due to my limited knowledge and experiences, I consult some viewpoints of the authorities in this field. All in all, this thesis is merely an attempt to shed light on translating both Chinese and English business contracts. It is far from satisfactory. However, the distinct English and Chinese translating techniques are worth being studied by translators who are engaged in this field.