A Brief Analysis of the Vocabulary of Translation of International Business Contracts

1. Introduction

With the participation of China in the WTO， Chinas rapid development of international trade， and the continuous strengthening of international contacts with other countries， more and more international business contracts have been signed， which makes the translation of international business contracts become more urgent. As an important part of international trade， the role of international business contracts in international trade cannot be ignored.Business contracts are an important method of modern business transactions. Unlike other texts， business contracts are texts that achieve certain business purposes. However， many scholars have many problems in the translation of English business contracts， and in particular， there are a lot of inaccuracies in the translation of contract terms. Therefore， it is difficult for interpreters to obtain high quality Chinese translation. For this reason， this paper studies the translation of English business contracts from the perspective of vocabulary， including the translation of technical terms in contract vocabulary， the translation of ancient words， the translation of formal words， and the translation of modal verbs.

2. Translation of contract Vocabulary

2.1 Translation of Legal Vocabulary

Business contracts are legal texts that reflect the rigor and accuracy of contract terms. For this reason， legal terms are used frequently in business contracts.

For example： In witness whereof （以資證明）， wilful misconduct（故意行為）， Liquidated Damages（違約罰款），grace period（寬限期）， Gross negligence （重大過失） and so on.

The translation of a commercial contract must be accurate， especially when translating specific legal terms， it cannot be replaced by ordinary words. For example， when it comes to the word “responsible”， many people will naturally translate it into responsible， but in commercial contracts， this term cannot be over-used because the responsibility mentioned in the contract usually refers to legal liability. Liable should be used because it is “obligated by law” and means “taking legal responsibility for losses， liabilities， etc. “Responsible” is a widely used term， and although it also includes the implication of “responsibility”， it more highlights “moral responsibility.” In terms of legal liability， “liable” is more serious and professional than “responsible”.

2.2 Translation of Technical Terms

The nature of a business contract is different and the terminology involved is also different. There are a lot of professional terms in business contracts， but by their kind， they can basically be divided into two major categories： legal and business. In general terms， there are fixed expressions.

（1）Legal Terminology： As a special legal text of the contract， all kinds of legal terms appear frequently in the contract. For example： bona fide holder （善意持有人）， arbitration （仲裁）， intellectual property（知識產權） ， infringe （違反）， substantive law（實體法） and so on. （Fang M，Z， Mao Z，M， 2005： 135-137）.

（2）International Trade Terminology： The concept of international trade terminology covers a wide range of areas. It can actually be divided into several branches in detail， such as insurance terms， finance， international trade and transportation. For example：

Insurance Terms： insurance premium （保費）， insurer （保險人）， insurance policy （保單）， in- sured （被保險人）.

Financial Terms：deflation（通貨緊縮）， assets（資產）， balance sheet（資產負債表）， inflation（通貨膨脹）.

International Trade Terms：Bill of Lading （提單）， down payment （首付款）， packing list （裝箱單）， confirmed L/C （保兌信用證）.

Transport Terms： consignor （托運人）， carrier （承運人）， consignee （收貨人）， crate （板條箱）.

The technical terms has its own special meaning in its respective professional field. It has unique meaning and must be accurate in translation. Otherwise， the translated meaning will be biased. There is not much skill in the translation of terms. Translators should read more information when they are interpreting， or consult experts. They can learn while practicing， and they can master it over time.

2.3 Translation of Archaic Words

Old English refers to English used before 1100 AD. Many of them remain in todays legal language. The text of the contract is no exception. The usage of archaic words highlights the dignified and quaint features of the contract language. These vocabulary include compound words with “here”， “there”， “where” prefixes， compound words with “afore” prefix， “same”，”said” and so on. These old phrases usually refer to compound words formed here， which consist of roots and prepositions.

The compound words with the prefixes “here”， “there” and “where” are the most frequent Middle English in contract English. They include： hereof（關于此，在本合同

中），herein（本合同中）， herewith（與此）， hereunder（在下文）， thereto（此外）， therein（其中）Whereof（關于）， ， thereunder（在其下，依據）， Whereas（鑒于）， Whereby（因此）and so on.

（1）Compound Words with “here”， “there”， “where” Prefix： In the compound adverb above， “here” means “this”， “there” means “that”， and “where” means “what” or “which”. In the contract， “here” refers to the contract document， “there” refers to another legal document， the following preposition indicates the relationship between the noun in front of the pronoun and the document， and the term “here” or “there” is generally formed after the noun. For example：

The seller hereby ensures that before the delivery date， all facility and component of equipment provided by the buyer hereunder will not infringe any intellectual property rights of the equipment.【賣方在此保證，在交貨期限之前，在該合同中買方提供的所有設備以及設備零件不會侵犯設備的任何知識產權。】

“hereunder” is translated into “in this contract” in this clause. Such expressions conform to the simplicity and clarity of the business contract while avoiding duplication， and at the same time， it reflects the serious language style of the contract.

（2）Compound Word with “afore” Prefix： The Old English compound words with “afore” prefix in the contract mainly include “aforementioned” and “aforesaid”. The former means： mentioned above； the latter means： said before. Their meaning is basically the same and usage is very similar.

Example： The costs， charges， fees and expenses of the arbitrator（s） shall be borne equally by the Parties to the arbitration， and save as aforesaid， the Parties shall bear its own legal and others costs.【仲裁員的成本、仲裁費、酬金、費用等應由仲裁雙方共同承擔；除此（即前面所說的）之外，各方的訴訟費或其它費用由各方自行承擔。】

Aforesaid is interpreted as the above mentioned.

（3）The usage of “same” and “said”： As ancient word appearing in the contract， “said” is generally used as an adjective to mean “the above”. “same” is generally used as a noun， referring to something that has previously appeared. These Old English vocabularies are more commonly used in contracts in countries such as India and the United Kingdom that use British English.

2.4 Translation of Formal Words

Contract English is a very formal professional written language，because it clearly stipulates the droit and duties and responsibilities of all parties. Therefore， the vocabulary in business contracts must reflect a solemn style of formal style. The English language contract has a more formal style， which does not require fancy decorations and does not allow free swaying （Chen Ran， 1999）. This is very different from everyday oral and literary works.

For example：

1） The appendix should be deemed as a party to the contract during the contract period.【該附錄應在合同期內，應被視為構成合同的一方。】

Be deemed is more formal than “be considered” .

The first board meeting should be convened within one month after the companys business license is issued. 【第一次董事會會議應當在發行公司的營業執照后一個月內召開。】

Convene is more formal than “held”.

2.5 Translation of Modal Verbs

Modal verbs are used in business contracts primarily to make the parties attitudes or manner of speaking more accurate and appropriate. The use of modal verbs makes the contract language more solemn and authoritative， and it can help the reader to correctly understand the true purpose and meaning of the contract terms. The modal verbs in the contract have new meanings. Therefore， in translating modal verbs， we should ensure that the translation is faithful to the original text.

Among various modal verbs， “shall” is the heaviest word in intonation and it appears frequently in business contracts. It expresses the responsibilities that must be fulfilled in the law and the obligations that must be fulfilled. It should be translated into “必須” or “應，應該” in the contracts. For example：

The packaged goods should be suitable for ocean shipping， and at the same time it must be protected against moisture， corrosion， rust and shock. 【包裝的貨物應適合遠洋運輸，并同時要保證防潮，防腐，防銹，防震。】

In international trade contracts， the word should can be placed at the beginning of the sentence as well as in the sentence， so the meaning of translation varies. When “should” appears at the beginning of a sentence， it should be translated as “假如” and when “should” appears in a sentence， its meaning means “必須”.

For example：

1）Should the result of satisfying both parties cannot be achieved via negotiation， the case should be submitted to a higher committee for further discussion on arbitration. 【假如不能通過談判達成讓雙方滿意的結果，則應將案件提交到更高委員會進一步商議仲裁。】

2）You should deliver and issue a letter of credit at the latest by the beginning of next month.【你方最遲必須在下月初交貨并開立信用證】

In addition， modal verbs “may”， “can” and “must” sometimes appear in English contracts. “may” is used in the contracts to specify the droit of the parties. There is no meaning of any obligation. It is not mandatory， but it means that it is possible or permitted. Its negative form may not be used to prohibit sexual obligations （which must not be done）. The tone is not as strong as “shall not”. “Can” means “可以，有能力”， its tone is more absolute than “may”. “Must” is used for mandatory obligations， that is， what must be done， but this obligation does not necessarily have legal effect.

3. Conclusion

At present， due to the lack of corresponding professional background knowledge， many translators make translation of the contract unfaithful to the source language and cause frequent errors in translation. In the process of translating the commercial contract， it is necessary to accurately translate every word and every sentence. It is necessary to ensure that the translation is faithful to the original text. At the same time， we must constantly improve the level of translation so that the contract translation can reach a higher realm and strive to promote Chinas economic development.

References：

[1]高海航.目的論指導下的商務合同漢譯實踐報告[D].西安外國語大學，2017.

[2]黃芬.目的論視角下的國際商務合同漢譯[D].中南大學，2009.

[3]王晶鑫.國際商務合同漢譯英的邏輯思維視角[D].云南師范大學，2014.

【作者簡介】崔睿智，玉林師范學院。