Many people assume that, because they are a legal document, contracts are written by lawyers. In actual fact, in Japan, anyone can write a contract.
In recent years I’ve noticed that the Privacy Policies posted by companies on their websites can be a real mishmash of different policies, copied and pasted to create a final document that, while covering all the issues the company wishes to cover, completely lack consistency in terms of style and terminology. Often it is the translator who first notices this!
The format and style of contracts varies from country to country and Japanese contracts have their own unique format and style. For example,
- Contracts written in English tend to state the date at the beginning of the contract, starting, for example “This Agreement is made on this X day of X (month), X (year)”. In Japan, however the date is written at the end of the contract.
- Similarly, English contracts tend to include the addresses of the parties concerned in the opening paragraph (preamble), stating, “…having its registered office at…”. The addresses of the parties concerned in Japanese contracts are written at the end of the document, and contracts written in Japanese which include addresses at the beginning of the contract are most likely to be translations of contracts originally written in English.
To solve this issue, let’s first consider why the contract is being translated.
For example, one of the parties may be a foreign affiliated company or a Japanese company with foreign executives who want to know what is written in the contract.
Or one of the parties may have merged or been taken over by an overseas affiliate and the new parent company wishes to know what is written in the contract.
* Following M&A, you may be asked to translate contracts written many years ago which can only be provided on paper, or as PDFs of photocopied and scanned documents. Such contracts are especially challenging if the executives who signed the contract are no longer working for the companies involved and there are no hints on the Internet regarding the way to read the names of such executives.
So in most cases, it would be fair to assume that the contract is being translated for reference purposes – to enable those concerned to understand the details, rights and duties contained in the contract.
Of course, that doesn’t mean that the translator can translate the contract any old way.
However, it does mean that the translator is under no obligation to rearrange the format and layout to resemble a contract written in English.
Personally I would go so far as to say that translators should not alter the format (such as moving the date and address to the opening paragraph) as the original Japanese and translated version may be used side-by-side in negotiations or meetings and changing the format may confuse the situation and slow down meetings.
Naturally contracts written in Japanese are based on Japanese law and therefore translations of such contracts cannot be used overseas as-is. Any company wishing to use the contract overseas should consult with a lawyer in the country in which they wish to use the contract and have the contract rewritten pursuant to the laws of that country.
To be contd.