Linguistic Features and Translation of English Contracts
毕 业 论 文题目:Linguistic Features and Translation of English Contracts 院(系)别 English Faculty 年级,专业 Class 022 第二专业 学生姓名 肖财凤 指导教师 钟达祥 二00 六 年 六 月论文独创性声明本人声明,所呈交的学位论文系在导师指导下本人独立完成的研究成果.文中认法引用他人的成果,均已做出明确标注或得到许可.论文内容未包含法律意义上已属于他人的任何形式的研究成果,也不包含本人已用于其他学位申请的论文或成果.本文如违反上述声明,愿意承担以下责任和后果:1.交回学校授予的学位证书;2.学校可在相关媒体上对作者本人的行为进行通报;3.本文按照学校规定的方式,对因不当取得学位给学校造成的名誉损害,进行公开道歉4.本人负责因论文成果不实产生的法律纠纷论文作者签名:肖财凤 日期:2006 年 6 月摘要本文探讨了英语合同的语言特点,并就其翻译以及当今合同发展的特点做了研究.合同属于法律文件, 属庄重文体.它要求思维缜密,逻辑性强, 其遣词造句讲究准确严谨,因此,英语合同在语言使用方面颇有特点: 选词专业,正式,准确;使用古体词和法律条文中的字眼;使用外来语;同义词,近义词及相关词并列,并且使用赘言;使用专门短语;时态大多用将来时和主动语态;否定词习惯提前;使用条件句和复杂的句型结构等表达各种可能发生的情况和处理办法;合同是一种特殊的应用文体,重在记实,用词行文的一大特点就是准确与严谨.本文运用合同的实例,从三个方面论述如何从大处着眼,小处着手,力求准确严谨翻译合同.第一,合同翻译要遵循相关的翻译准则,即&信,达,雅&; 第二,合同句法复杂,翻译时要力求准确严谨; 第三,准确翻译特定词语;第四,译文要连贯通顺,符合国际商务的习惯.随着全球化的发展,合同格式,条款以及用语等也倾向简化,因此我们要顺应世界潮流,使合同格式,条款以及用语与世界接轨.【关键词】 英语合同; 语言特点; 翻译AbstractThis paper discusses the linguistic features of English business contracts and the translation of such contracts, as well as their current development trend. Contracts are within the scope of legal documents and the solemn styles, which require meticulousness and logical rigor, with accurate and rigorous wording and phrasing. Therefore, contractual language has its own linguistic features: the choices of words in English contracts are professional, formal, using legal terms and Archaic E synonyms, paired words and relat applying fixed using future tense
comple using lengthy words, lengthy sentences and complex sentence structures to expatiate the potential problems and solutions.Contracts are a special kind of application style, with the focus of recording facts. Rigorous and accurate wording and phrasing is a typical feature of contracts. Based on some contractual examples, this paper discusses how to translate contract accurately, formally, professionally and legally. These tips on contract translation includes: first, abiding by
second, translating contractual syntax accu third, translating other specifi fourth, contractual coherence.Along with the rapid development of globalization, people incline to favor simplification of forms, provisions as well as terminologies of contracts. Under such circumstances, it is of prime significance for us to comply with international trend in terms of the forms, provisions and terminologies of contracts.【Key Words】 E translationContents1 Linguistic Features of English Contracts1.1 Lexical Features of Contracts........................................................................21.1.1 Contractual Language is Professional, Formal and Accurate...21.1.2 The Adoption of Legal Terms and Archaic Words........41.1.3 Using Foreign Words.61.1.4 Synonyms, Paired Words and Related Words Compounding &Tautology....6 1.1.5 Applying Fixed and Special Phrases.....81.2 Syntactic Features of Contracts.81.2.1 Using Future Tense and the Active Voice..8 1.2.2 Beginning a Sentence With Negative Words....91.2.3 Complex Sentence Structure...102 Contractual Translation2.1 Abiding by Translation Criteria..142.1.1 The 3-Character Guide: Faithfulness, Expressiveness and Elegance.142.1.2 Smoothness, Accuracy and Completeness..142.1.3 Dynamic Message Equivalence, i.e. 2 E's..152.2 Translating Contractual Syntax Accurately and Prudently.172.2.1 How to Translate Lengthy Words, Lengthy Sentences and Complex Sentence .......172.2.2 Translating Key Words and Expressions Precisely.182.2.3 Translating Synonyms Appropriately..............192.2.4 Translating English Ancient Words Accurately192.2.5 Translation of Specifications...............................202.3 Translation of Specific Phrases...212.4 Contractual Coherence............................233 The Development Tendency of English Contracts.........................24Conclusion.24References.25IntroductionAccording to Article 2 of Contract Law of People's Republic of China, 1999, A contract in this law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons or While in Law Dictionary (by Steven H. Gifis), Contract is a promise, or set of promises, for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. And in the United States, a contract is defined as an agreement between parties to do something that is oral, written or implied through conduct. From these 3 definitions, it is clear that a contract is an agreement/promise that belongs to the category of legal documents, which determines that the stylistic features of contracts are distinctive. In fact, the apparent stylistic features of contracts include coherence, consistence and standardization. To be specific, a formal and standard contract is generally composed of 4 parts: T P Body and Witness clause. To achieve coherence, consistence and standardization, a contract demands orderly sentence arrangement, clear items and provisions and concise syntax. Furthermore, contracts are within the scope of solemn styles, which require that contracts should be meticulous and logical, with accurate and rigorous wording and phrasing. Nowadays, contracts play an important role in people's daily life, particularly in international business community. In that case, the grand task of understanding contracts in an appropriate and serious manner is urgent and of far-reaching significance. Based on examples in some contracts, this paper reveals the linguistic features of English contracts from 2 aspects, i.e. the lexical features and syntactic features.1 Linguistic Features of English Contracts1.1 Lexical Features of ContractsThere is no denying that words are the basic units of a language. It is known that words are the smallest units that convey meaning, as the meanings of single words, phrases, or even sentences may vary significantly in different context. In addition, the relationship between words and literary styles is intimate. Generally speaking, from the perspective of literary styles, when selecting appropriate words, what should be attached importance to is stylistic features. It is obvious that contracts are established legally in formal written style, and under the protection and jurisdiction of national laws. Once signed, they will bind upon the concerned parties. In this regard, the lexical features of contracts are unique which can be generalized into 4 points. 1.1.1 Contractual Language is Professional, Formal and Accurate(1)Professional also means technical terms. Technical terms are only used in legal documents such as contracts, with the purpose not to be understood or accepted by the public but to guarantee the accuracy and preciseness of contractual language, which is the sole phenomenon of contractual language. The reason is that legal documents are established legally in formal written style, which determines that contractual language must be professional and rigid enough to expatiate the terms and provisions in contracts. Therefore, it is unprofessional to select plain English. For example,①Where goods are non-confirming (and provided the Buyer, having given notice of the lack of conformity in compliance with Article 11.1, does not elect in the notice to retain them), the Seller shall reimburse to the Buyer the price paid for the non-conforming goods and thereby terminate the Contract as regards those goods. 如果货物不符(只要买方已经按照第11.1条通知了货物的不符,但未在该通知中决定留存这些不符货物),卖方应偿还买方对不符货物支付的价款,并因此终止这些货物的合同.In example ①, reimburse in English means pay back to somebody or refund, while in Chinese, it refers to补偿 or something like that. Reimburse is the professional expression in legal documents. More examples are cessation and winding up of a business(停业), convey (转让), defect(瑕疵), jurisdiction(管辖), preemptive(优先购买权), and etc. Moreover, the standard contractual expression for依照本合同相关规定 is pursuant to provisions contained herein or as provided herein rather than according to relevant terms and conditions in the contract.(2) One featured characteristic differing English contracts from other English works is that contracts are filled with dignified and serious atmosphere. Written form is mostly used in contracts, which defines that the arrangement of contracts should be in conformity with certain fixed rules, i.e. contractual language should be formal. For example,①Party A shall repatriate the patient to China and bear the cost of his passage to Beijing.甲方应将病人遣返中国,负担他返回北京的旅费.②In case any party to the joint venture intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority is to be required. 资本转让除非得到另一方的同意并经审核机关批准,合同任何一方都不得将其认缴的资本股份全部或部分转让给第三方.In example ①, repatriate is the formal translation of 遣返. Besides, assign (转让) is appropriate, too. When clarifying reasons or causes for something, people favor because of or due to. However, it is not the case in English contracts. Under or by virtue of is more formal than because of. Moreover, when referring to 财务年度末, it should be at the close of the fiscal year rather than in the en Miscellaneous usually substitutes for othe and cease to do something is used instead of stop to do something.(3) Besides, accuracy is the requirement of contractual language. In English contracts, modal auxiliaries such as shall, may, and must generally consolidate contractual function. However, using these words in contracts need to be prudent, with the core to illustrate the parties' rights (what may do), obligations (what shall do), compulsory obligations (what must do) and prohibitive obligations (what may not do). For example:①All disputes arising from the performance of the Agreement shall be settled through friendly negotiations. Should no settlement be reached through negotiation, the case may then be submitted for arbitration to the China International Economic and Trade Arbitration Commission (Beijing).对于因履行本合同发生的一切争议,双方应友好协商解决,如协商无法解决争议,则可提交中国经济贸易仲裁委员会(北京). In the example, the adoption of shall and may corresponds to the 3 steps of resolving disputes------Negotiation, Arbitration and Litigation. It is obvious when disputes emerging, negotiation becomes the first choice of the concerned parties. Accordingly, shall is accurate for it clarifies the parties' obligations. In the event negotiation can not resolve the dispute, either party has the privilege to submit the dispute for arbitration. Therefore, may is appropriate.What is more, in contractual language, shall bear certain meanings, i.e. to demonstrate legal compulsory obligations and emphasize the concerned parties' obligations. For example:②The Employer shall make a prepayment of 20% of the contract value to the Contractor within 10 days after signing the contract.雇主应于签约后十天内向承包人支付相当于承包合同价值20%的预付款.In contracts, shall, with an imperative tone, reveals the binding force and authority of legal documents in a perfect manner.1.1.2The Adoption of Legal Terms and Archaic Words (1) Contracts are established legally, they will bind upon the parties concerned. Consequently, adopting legal terms appropriately is of importance and necessity. For example:①Party B shall be at liberty to handle the matters entrusted by the joint venture company, such as selecting and purchasing machines and equipment outside China, etc.乙方有权办理合资公司委托在中国境内选购机械设备, 材料等有关事宜.②Party A is under the obligation to apply for the land use right to the authority in charge of the land.甲方有义务向土地主管部门办理申请取得土地使用权的手续.③Party A shall be responsible for handing of applications for approval, registration, business licenses and other matters for the establishment of the joint venture company from the relevant competent departments in China.甲方有责任办理为设立合资公司向中国有关部门主管部门申请批准,登记注册,领取营业执照等事宜. In example ①, be at liberty to do (有权做&&) meaning someone having right to do something falls into the category of legal terms. Besides, be entitled to do, reserve the right to do, and do something at one's option exemplify the expression of have the right to do. While in example ②, similar expressions for have the legal obligation to do (有义务做&&)involve be obliged to do and be under the obligation to do, as well as be liable to do.In example ③, applications for approval, registration, business licenses and other matters (申请批准,登记注册,领取营业执照等事宜) is commonly used in contracts.(2) Up till now, archaic words are still popular in English contracts. The outstanding structure is to combine here, there and where with suffixes to form compound adverbs. For example, hereby(特此), hereinafter(在下文), hereto(对此), hereof(由此,因此), thereon(在其上), whereas(鉴于,而) and whereby(由是,凭那个) etc. Using archaic words, it is possible to avoid word repetition and tedious sentences and cause contractual language succinct, powerful and accurate. However, using archaic words also adds conservative and old-fashioned color to contracts. For example:①In witness whereof, the parties have executed this contract in duplicate by this authorized representatives on the date first above written.作为协议事项的证据,双方授权代表于上面首次写明的日期正式签署本协议,一式两份.In this example, whereof means of the agreement and hereto means to the agreement. 1.1.3 Using Foreign Words One of the most common sources of new words in English is the process simply labeled as borrowing, that is, the taking over of words from other languages. This process is also true of in English contracts. Legal English has inseparable linkage with foreign languages, especially Latin and French. The 2 existing law systems ---- Common Law System & Civil Law System with long history have influenced the rigorousness and preciseness of contractual language. Commonly used Latin and French are pro rata tax rate(比例税率), pro bona lawyer(从事慈善服务的律师), agent ad litem(委托代理人), force majeure(不可抗力), bona fide(真正的,真诚的), inter alia(特别), proviso(附文,限制性条款), quorum(法定人数), in lieu of(代替), quasi(即,宛如) and ad valorem(从价,按值) etc. For example: ①The arbitration should take place in the Plaintiff's or Defendant's country.仲裁应在原告或被告的国家进行.Originally, plaintiff and defendant are F however, they have been assimilated as English.1.1.4 Synonyms, Paired Words and Related Words Compounding & Tautology(1)Synonyms are 2 or more forms with very closely related meanings, which are often, but not always, intersubstitutable in sentences. Using synonyms, paired words and related words together is a prominent feature of contractual language. The reasons for the phenomenon is that, on one hand, combining synonyms, paired words and related words is in consideration of rigorousness and eradicating loopholes and potential disputes, on the other hand, it is the fixed pattern of contracts. For example:①This Agreement is made and entered into by and between Party A and Party B.本协议由甲方和乙方签订.②Each party to this Agreement shall perform and fulfill any of the obligations under this Agreement.本协议的各方均应履行协议规定的义务.③&Maintain& shall mean operate, service, repair, uphold, support, rebuild, renew, overhaul,pave, purge, scour, cleanse, empty, amend, keep, tend, replace, refurnish, improve and decorate or such of the foregoing as may be applicable in the circumstances and in the interest of good estate management and &maintenance& shall be constructed accordingly. &维修&指涉及并包括:营运,服务,修理,保持,支持,重建,更新,检查,铺设,清除,洗刷,清洁,清理,修补,保存,护理,更新,修整,改善,装饰,并在适用情况下及为良好物业管理而做的以上任何工作.&维修工作&亦做同样解释. In the first 2 examples, made and entered into, by and between, perform and fulfill belong to the fixed pattern of English contracts. operate, service, repair, uphold, support, rebuild, renew, overhaul, pave, purge, scour, cleanse, empty, amend, keep, tend, replace, refurnish, improve and decorate are either synonyms or related words that compound together.(2) A tautology (赘言,即同义重复) is a definitional identity. A tautological statement cannot be refuted. The emergency of tautologies is that the English language has always coexisted with another language in its process of development. Therefore, utilizing tautologies in English contracts is to coordinate the relationship between the two coexisting languages. For example,④Now, therefore, in consideration of the premises, and the representations, warranties, covenants and undertakings of the parties hereinafter set forth, and for other good and valuable considerations, the parties agree among themselves as follows&& 当事各方已接受对价而同意.In English contracts, there are lots of expressions which are remarkable examples of tautologies, such as annual and set aside(废止和撤销), written document(书面文件), entirely and completely remove(完全取消), totally null and void(完全无效), last will and testament(最后遗嘱和遗言) etc. 1.1.5 Applying Fixed and Special PhrasesContracts, especially contracts under the Common Law System are inclined to apply fixed and special phrase to convey conventional meanings. These words include whereas(鉴于), in witness whereof(作为协议事项的证据), now these presents witness(兹特立约为据), per procurationem(代表,代理) and in the presence of(见证人) etc. For example,①WITNESS THEREOF: This Agreement shall come into effect immediately after it is signed by both parties in each party holds one copy.本合同由双方代表签字后生效,一式两份,双方各执一份.The application of these fixed and special phrases in English contracts is out of the fact that contracts are a certain kind of legal documents and these phrases are accustomed by human beings.1.2 Syntactic Features of ContractsContractual language pursues preciseness, objectivity and accuracy. The syntactic features of English contracts can be outlined into 2 points.1.2.1 Using Future Tense and the Active Voice (1)The Future TenseWhat distinguishes contracts from other documents is that contracts are predictable. It defines the Parties' rights and obligations by using modal auxiliaries as shall do, may do, must do and may/shall not do. Since the purpose of contracts is to stipulate what will occur, what is likely to occur and what should avoid, contracts always adopt the future tense. For example, ①The seller shall bear all expenses, risks of the Commodity it passes over the vessel's rail and is released from the tackle. After it has passed over the vessel's rail and been released from the tackle, all expenses, risks of Commodity shall be for the Buyer's account.货物越过船舷和脱钩前的全部费用,风险应由卖方承担;货物越过船舷和脱钩以后的全部费用,风险应由买方承担.(2) The Active VoiceIn English, the active voice is clear, natural, direct and positive. For example:A: The rules and regulations of the work-site shall be observed by workers.工地的规章应被工人遵守. B: Workers shall observe the rules and regulations of the work-site.工人应遵守工地的规章.Though the meaning of the 2 sentences is equal, they are different from each other in terms of the active voice and the passive voice. Taking the fact that contracts are legal and formal documents into consideration, Sentence B is more natural, positive than Sentence B. Besides, it is recommended, to define the rights and obligations of parties concerned legally, accurately and formally, the active voice is much better. In this effect, it can be identified that Sentence B is better organized than Sentence A.1.2.2 Beginning a Sentence with Negative WordsContracts usually need to generate serious and prohibitive atmosphere. Therefore, placing negative words like nothing, neither, in no case and in no event at the beginning of a sentence will be effective. For example:①Nothing in Article 12.3 shall prevent Party A or any of its affiliation from continuing to carry on any of their present business.合同第12条第3款规定不得妨碍甲方或其分支机构持续经营现有业务.②Neither Party will be liable to the other for any default hereunder if such default is caused by an event beyond such party's control, including without limitation acts or failure to act of the other party, strikes, or labor disputes, component shortages, unavailability of transportation, flood, fires, governmental requirements and acts of God (a Force Majeure).因人力不可抗拒事件而发生本协议项下过错的,一方不对另一方承担过错责任,包括但不限于另一方作为或不作为,罢工,劳动纠纷,零件短缺,未有交通工具,水灾,火灾,政府命令和天灾(简称&不可抗力事件&). 1.2.3 Complex Sentence Structure(1) Complete Sentence Arrangement and Consistent Sentence StructureTo accomplish preciseness, objectivity and accuracy, the sentence structure of contracts should be complete and consistent while ambiguity should be excluded. For example:①The following documents shall be deemed to form and be read and construed as an integral part of this contract.下列文件应被认为,读作,解释为本合同的组成部分.②This Agreement may not be amended, changed, modified, supplemented, deleted, assigned, or abandoned in any manner, orally or otherwise, except an instrument in writing signed by duly authorized officers or representatives of each of the parties hereto.若本契约无双方当事人的合法代表签署的文件,不得以口头等其他任何方式修改,增删,转让和撤消.(2) Lengthy Words, Lengthy Sentences and Complex Sentence StructureIn English contracts, sentence structures are complex including lengthy words and lengthy sentences by reason of expressing precisely and elaborately. As a whole, sentence structures are similar to each other, generally involving Adjective Clauses, Noun Clauses and Conditional Sentences etc. The essential pattern is compounding pattern, which strengthens coherence and logicalness of sentences. For example,①The rights and liabilities of the parties hereto will bind and inure to the benefit of their successor, executors or administrators, provided, however that Party B may not assign or delegate this Agreement of any of its license, rights or duties under this Agreement, whether by operation of law or otherwise, without the prior written consent of Party A except to a person or entity into which it has merged or which has otherwise succeeded to all or substantially all of its business and assets to which this Agreement pertains, by merger, reorganization, or otherwise, and which has assumed in writing or by operation of law its obligation under this Agreement.协议双方的权利,责任对协议的继承人,执行人或管理人生效,对其有约束力.但未经乙方事先书面同意,乙方不得运用法律或其他手段,擅自转让或指定或采取其他方式转让,指定本协议规定的属于自己的任何许可权,权利或义务.乙方将债权债务转让或指定给合并后一方的个人或企业时,或将债权债务转让或指定给继承了与本协议相关的部分或实质上全部财产或经营的个人或企业而该个人或企业以书面形式或依法履行合同义务的方式享有权利,履行责任时,则不受此限.In example ①,the backbone of the sentence is The rights and liabilities of the parties hereto will bind and inure to the benefit ofprovidedParty B may notexcept to a person or entity into whichor whichto whichand which, which covers synonyms, compounding related words and 4 attribute clauses. In addition, conditional clauses are common in English contracts. For example, ②If, whether during the execution of the works or after their completion and whether before or after the repudiation or other termination of the contract, between the Employer and the Contractor arises any dispute in connection with, or arising out of the Contractor or the execution of the works, including any disagreement by either party with any action, inaction, opinion, instruction, determination, certificate, or valuation of the Engineer, the matter shall, in the first place, be referred to the Dispute Reviewed Board.无论是在工程执行过程中,还是工程完成以后,也无论是放弃合同或其他终止合同之前或者之后,如果业主与承包商之间出现任何与合同或工程执行有关的或因合同或工程执行而引起的争端,包括任何一方对工程师的任何行动,不行动,意见,指示,决定,证书或评价所产生的争议,那么该争端应首先提交争端审核委员会.③If and whenever the attorney at law designated by Party B comes to work with Party A, Party A shall offer all sufficient and necessary facilities, arrange the said legal advisor with an office, appoint a company officer to assist legal advisor with his functions, provide relevant information and write and print legal draft for such legal advisor.乙方律师到甲方工作时,甲方应充分给予方便,安排法律顾问住所,选派干部协助律师工作,提供有关情况资料,缮写打印稿件等.Simultaneously, except if and if and whenever, equivalent expressions for 如果are in the event that/of, where, should, in case (of), provided/providing that, on the conditions that, and in so far as/insofar as etc. 2 Contractual TranslationUnder the policies of reform and opening-up and with China's entry into WTO, China has played an increasingly significant role in international economic activities. Due to the reason that international business activities are indispensable from contracts, contractual translation has become a popular topic. The very feature that international business contracts are characterized with rigorous and thorough wording and phrasing and lengthy sentence structure has set extremely strict requirements on contractual translation. This chapter, mainly centering on the linguistic difference comparison between Chinese and English, exemplifies skills and techniques on translating lengthy sentences in English contracts standardly.Translation is the replacement of a representation of a text in one language by a representation of an equivalent text in a second language. And translation standards refer to the rules and principles that should be abided by in translation activities, which are the benchmarks of weighing the quality of translation and the objective of translators. In 1791, in his book Essay on the Principles of Translation, Alexander Fraser Tytler pointed out that the translation should give a complete transcript of the ideas
That the style and manner of writing should be of the same character with
That the translation should have all the ease of the original composition. Although the translation criteria are not as uniform as ISO, the most popular standard is the three-character guide: faithfulness, expressiveness and elegance. Up till now, the guide has still been the pursuit of translators. Achieving equivalence in translation of English contracts means that both source language and the target one are equal in function, which is fulfilled through the performance of illocutionary act. Equivalence should be the aim of contractual translation so that the meaning of contracts can be transferred with the least loss of information through translation.Since contracts belong to legal category, which stipulate the rights and obligations of the concerned parties, once signed, contracts will bind upon the concerned parties and is legally enforceable. Thus when translating contracts, one should work with a serious and earnest manner. Any distortions of the articles or misinterpretations of words and phrases are not permitted. Because of the distorted translation of a single word or phrase, the consequence can be inconceivable. Once, it was reported that in a non-English-speaking country, translators caused the country to owe $400,000,000 treasure bonds by translating 国债 into the supreme debtor.In view of the fact that contractual language is extensive and rigid, covering the miscellaneous domains, the translation standards for contracts have their own particularities, namely standard multiplicities which can be summarized as follows. 2.1 Abiding by Translation Criteria2.1.1 The Three-Character Guide: Faithfulness, Expressiveness and Elegance Faithfulness, signifying faithful & accurate, is the essential requirement of tr Expressiveness, denoting smooth and fluent, is an important guarantee of su Elegance, laying stress on rhetorical devices and figures of speech, is the process of accomplishing estheticism as well as the senior level of translation activities. Faithfulness, expressiveness and elegance are inalienable. Nowadays, with contracts becoming more and more professional and compatible, the contents of contracts should also be more and more accurate and precise. This requires that Faithfulness, Expressiveness and Elegance should be the initial criterion of contractual translation. Particularly, key words and legal terms in contracts should also be attached importance to. In addition, translating contracts should maintain the completeness and entirety. For example,①The undersigned Seller and Buyer have agreed to close the following transactions according to the terms and conditions stipulated below. 兹经买卖双方同意按下列条款成交.②Shipment during the period commencing on April 1 and ending on Oct. 20 subject to the Buyer's Letter of Credit reaching Seller before and on Mar. 20. 从4月1日起到10月20日止这一期间内交货,但以买方信用证在3月20日前到达卖方为限.In example ①, conditions in the terms and conditions can not be omitted. And on in before and on is combined in order to avoid disputes and reach completeness and entirety.2.1.2 Smoothness, Accuracy and CompletenessThe second criterion for contractual translation is Smoothness, Accuracy and Completeness. By Smoothness, Accuracy and Completeness, we mean expressing something that we understand in the manner which conforms to contractual requirement. The solemnity of contracts does not permit arbitrariness. Therefore, to achieve expressiveness and smoothness, it is of effectiveness to utilize standard words that are complied with conventional meanings. For example:①By Irrevocable Letter of Credit available by Sellers documentary bill at sight to be valid for negotiation in China until 15 days after date of shipment, the Letter of Credit must reach the Seller 30 days before the contracted month of shipment. 以不可取消的信用证, 凭卖方即期付有单据的票据协商,有效期应为装运期15天后在中国到期,该信用证必须于合同规定的装运月份前30天到达卖方.There are 4 impertinences in the translation. First, Irrevocable Letter of Credit refers to a Letter of Credit cannot be altered or cancelled once it has been negotiated between the buyer and his bank. In translation, 不可取消的信用证 is not proper, while the standard translation is 不可撤销的信用证. Second, it is confusing to translate documentary bill at sight into 即期付有单据的票据; Third, negotiation is not equivalent to协商. Fourth, until 15 days after date of shipment can not be comprehended as装运期15天后.After alteration, the neat translation is 以不可撤销的信用证,凭卖方即期跟单汇票议付,有效期应为装运期后15天在中国到期.该信用证必须于合同规定的装运月份前30天到达卖方.2.1.3 Dynamic Message Equivalence, i.e. 2 E's :Dynamic message equivalence, namely 2 E's, includes: 1. Equivalence of semantic message of source language2. Equivalence of stylistic message of source language(1) Equivalence of Semantic Message of Source Language and Target LanguageTo achieve 2 E's, the most prime link is to obtain equivalence of semantic message. It is apparent that semantic message is composed of surface structure semantic message and deep structure semantic message. The surface structure semantic message refers to the surface meaning of words or contexts. For example,①It is stipulated that barium carbonate should be packaged in fibre drums instead of in bags. 合同规定碳酸钡应用纤维板制成的桶装,而不应袋装.Deep structure semantic message refers to the connotative meaning of surface structure semantic message, which can be perceived from the context. For example,②Licensee will furnish to Party A copies of insurance policies and /or the endorsements. 受让方(受证人)将给甲方提供几份保险单或保险单上所加的变更保险范围的条款.Policy is defined as written statement of the terms of a contract of insurance, and endorsement is the terms of modification clause.(2) Equivalence of Stylistic Message of Source Language and Target LanguageIn terms of stylistic message, the suitable explanation is literary style. Rigidity of contracts requires that contractual translation must be in conformity with the literary style of source language. For example,①If an appointment authority has been agreed upon by the parties or designated by the Secretary-General of the Permanent Court of Arbitration at the Hague, and when a party so requests and the appointing authority consents to perform the function, the arbitral tribunal shall fix the appointing authority which may make any comments to the arbitral tribunal which it deems appropriate concerning the amount of such deposits and supplementary deposits.如果指定机关已由双方当事人议定,或已由海牙常设仲裁庭秘书长指定,经一方当事人提出此种要求,而指定机关也同意行使此项职能时,仲裁庭应在同指定机关协商后方可确定任何交存的金额.指定机关可以就此项交存的金额向仲裁庭提出它认为适当的意见.As it is mentioned, lengthy sentence structure is one of the unique stylistic features of English contracts. Therefore, using legal language in translation is important.2.2 Translating Contractual Syntax Accurately and PrudentlyIn Contract Law of PRC 1999, to the words and sentences used in the contract, the relevant provisions and the purpose of the contract, where a contract was executed in two or more language, it provides that all versions are equally authentic. The words and sentences in each version are construed to have the same meaning in case of any discrepancy in the words or sentences used in different language version. They shall be interpreted in light of the purpose. This quotation raises high requests on contractual translation. 2.2.1 How to Translate Lengthy Words, Lengthy Sentences and Complex Sentence Structure Appropriately As a kind of legal document, contractual language is so rigid that all possible situations, changes and accidents should be taken into consideration. &一个句子常常要顾及到千变万化的情况,自然就长.长句排列组织不好,就容易引起混乱,误解,歧义& (傅伟良,2002).Therefore, when translating English contracts into Chinese, it is better to reserve the stylistic features of legal documents. For example,①The Parties, adhering to the principle of equality and mutual benefit and through friendly consultation, desire to exert all their efforts in cooperating with each other and agree to jointly invest to set up a joint venture enterprise in Changsha, P.R. China, for the purpose of expanding international economic cooperation and technological exchange on a mutually beneficial and profitable basis.双方本着平等互利的原则,通过友好协商,愿尽全力相互合作,共同投资在中华人民共和国长沙市建立合资经营企业;意在互惠互利的基础上,扩展国际经济合作和技术交流.Although the example is a simple lengthy sentence, it is obvious that there is one subject (The Parties) and two objects (desire and agree) combining with infinitives and past participle, which determine the clear outline and logical meticulousness of the very sentence. In that case, it is not difficult to translate the sentence appropriately. ②The Buyer shall pay the Seller US$350,000 within 20 days after the Bank of China has received the following documents from the Seller and found them in order, but not earlier than 12 months after the date the Contract Plant for the first time reached 95% of guaranteed capacity of the whole Contract Plant according to the guaranteed quality indices as per Annex VI to the Contract or 65 months after the date of signing the contract, whichever is earlier.买方须于中国银行收到下列单据,并经审核证实无误后的二十天内向卖方支付350000美元,但此款项的支付不得早于合同工厂第一次达到附件VI所规定之质量保证指标的95%以后12个月,或本合同签字后的65个月,以早到的日期为准.In example ②, it is a typical compounding lengthy sentence, which includes a long adverbial modifier ensuring the responsibility of the Buyer. When translation is being done, what method should be adopted is to translate the sentence into some juxtaposed structure in Chinese. 2.2.2 Translating key Words and Expressions PreciselyKey words must be consistent to each other in the same original copy of a contract. It is prohibited to use other synonyms to substitute. For example, machine, equipment, appliance, instrument and facilities are similar to each other. However, they still have difference among each other. Used at random, then ambiguity is unavoidable. With regard to the translation of certain special words and expressions, it is available to adopt technical terms rather than translate them on one own. For example, 专有技术 and 专利技术 only have a character difference in Chinese, however the content which they involve is distinct to each other.专有技术 includes the technical inventions of industries, operation and managerial experiences in the field of commerce and tourism. While 专利技术 only includes technical inventions of industries. 专有技术 should be translated as know-how and 专利技术 should be translated as patent technology. Another example is, in technology transfer contracts, 提成费 refers to the expenses of technology, while in English, royalty represents this concept. If translated as technical use charge, then confusion is raised. 2.2.3 Translating Synonyms AppropriatelyIn English contracts, synonyms are common. In translation, what is important is to select proper synonyms. There are 2 ways that are of help.(1) Considering the Connotation. For example, ①The right of interpreting the detailed Rules and Regulations resides in the Ministry of Finance of the People's Republic of China.本细则的解释权,属于中华人民共和国财政部.Possess, belong to and own share the same meaning of someone have something, however, here 属于 should be interpreted as power or right will be present or vested in sb or a body, thus reside in is appropriate.(2) Considering the English Grammar. For example,②All the activities of a joint venture shall comply with the provisions of laws, decrees and pertinent regulations of the People's Republic of China.合资企业的一切活动应遵守中华人民共和国法律.In English language, observe, obey, abide by and comply with all represent to act in accordance with a provision, rule, and demand. The subject of the sentence is activity, and comply with is the right choice. What's more, when using observe and abide by, the subject is the concerned parties. 2.2.4 Translating English Ancient Words AccuratelyThe application of ancient words in English contracts reveals the solemnity and accuracy of contracts. Here refers to this, there refers to that and where refers to what or which. For example,①If, after the contract made by and between the parties becomes effective, there is no agreement therein on the terms and provisions regarding quality, price or remuneration and place of performance, etc. or such agreement is unclear, the parties may, through consultation, agree upon supplementary terms and provisions.合同生效后,当事人就质量,价款或者报酬,履行地点等内容没有约定或者约定不明确的,可以协议补充.There is no agreement is followed by therein, which means agreement in this contract, i.e. in this particular context. So we translate therein into 在其中,次 etc. Moreover, hereby is equivalent to兹and 特此 in Chinese, whereas means 鉴于 which always lead clauses starting with 鉴于. Using ancient words, the translation of contracts can be accurate, concise and particularly, avoid words repetition.2.2.5 Translation of SpecificationsPrice, quantity, length etc are the core contents of contracts, as well the parties' concern. Only through complete and appropriate expressions of specifications can contracts be performed and fulfilled practically. The commonly used units of weight includes ton, metric ton (M/T), long ton (L/T), short ton (S/T), kilogram (kg) and pound, etc. While units of length includes meter, foot and yard etc. And unit of area such as square meter, cubic meter, unit of volume, and litre, gallon and bushel etc., unit of capacity are frequently utilized in contracts. For example,Article: Printed Cotton SheetingSpecification: No 12930's*30's, 68*6035.36 inch in width40 yards per pieceQuality: As per sample submitted by xx company on Dec. 9, 1998.Quantity: 40,000 yards Price: USD 6.6 per yard CIF RotterdamAmount: USD 264,000.00 货名:印花棉布规格:编号:129沙支:30's*30's, 68*60宽度:35.36寸每匹:40码品质:以本公司日所寄样品为准.数量:40,000码价格:每码6.6美元CIF鹿特丹金额:264,000美元2.3 Translation of Specific PhrasesSome words and expressions in English contracts have formed a fixed pattern which reveals the unique features of contracts. These specific phrases include:(1) Using &Whereas&. A contract usually begins with This Agreement made&WHEREAS&Now, THEREFORE, in consideration of&it is hereby agreed as follows. Whereas is a conjunction, meaning taking into consideration the fact that&&, in Chinese which is translated into 鉴于. For example,①Whereas Party B possesses technical know-how for designing, manufacturing, installing and marketing of Automatic Stamping and Bending Machine ZUB-200 and Whereas Party B has the right and desires to transfer the aforesaid know-how to Party A; andWhereas Party A desires to design, manufacture, sell and export the said Machine ZUB-200 by utilizing Party B's know-how&&鉴于乙方拥有设计,制造,安装,销售ZUB-200 自动冲压弯曲机及其模具的专有技术;鉴于乙方有权并愿意向甲方转让上述专有技术;鉴于甲方希望利用乙方的专有技术,以设计,制造,销售和出口上述ZUB-200 冲压弯曲机产品&&(2) Using &the above-mentioned&, &said& and &aforesaid&, which are translated as 上述的或前述的. For example,②Party A shall make delivery of goods in accordance with the above-mentioned arrangement. 甲方将按照上述安排交货.(3) Using &in consideration of& which means 考虑到或由于. For example,③In consideration of such right to publish cheap edition, the Publisher shall pay to the Author 30 percent of the retail price of one copy sold of the edition.考虑到有权出版这一廉价版本,出版商将付给作者所售出的该版本每本零售价30%的款项.(4) Using &Subject to&. The meaning of Subject to is depending on&& as a condition. For example,④Subject to Clause 17, no variation in or modification of the terms to the Contract shall be made except by written amendment signed by the parties.根据第17条规定,合同的任何变更或修改,必须以双方签定的修改文本为准.(5) Using &In witness whereof/thereof& which means 兹证明. For example,⑤IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed in accordance with their respective law the day and year first above written.Signed, Sealed and Delivered by the said (For the Buyer) in the Presence of:Signed, Sealed and Delivered by the said (For the Seller) in the Presence of:兹证明:本合同由双方于上述规定的时间,依据各自国家的法律所签订.买方签字盖章和交付人: 卖方签字盖章和交付人:(买方)证明人: (卖方)证明人:In addition, the following words frequently appear in English contracts: prior to (在&之前), in lieu of (作为&代替), in favor of (以&为受益人), as requested (按要求), as per (按照), pertaining to (有关), in confirmations of (为确定&起见), hereinafter referred to as& (以下称为&) and granting/granted that (即使&也&) etc. 2.4 Contractual CoherencePeople are apt to choose accuracy if accuracy and consistency of a sentence can not both be achievable. The premise for accurate translation is to understand the original context accurately. However, comprehending the original context well does not necessarily mean that it is adequate for translation. By analyzing the interior consistency and in-depth meaning from logical and legal angle is helpful. It is suggested that contractual translation, for the purpose of coherence, should conforms to the structural rules which linguists generalize. Upon this, there are 2 problems that should be brought to attention: the symmetry of sentence structure and the words collation. For example,①Party B guarantees that technology stipulated in this contract and the technology transfer agreement shall be fully transferred to the joint venture company, and pledges that the provided technology should be truly advanced among the same type of Party and that the model, specification and quality of the equipment are excellent and meet the requirement of technological operation and practical usage.乙方保证合同和技术转让协议规定的技术全部转让给合营公司,并保证提供的技术是乙方同类技术中最先进的技术,设备的造型及性能质量是优良的,符合工艺操作和实际使用的要求. In this sentence, the Chinese version is a parallel structure. To be in compliance with the Chinese version, guarantee&&pledges&& is consistent with other and the meaning is clear and concise.3 The Development Trend of English ContractsWith the development of globalization and the businessmen's increasing demand for conciseness and efficiency, the formation, clauses and wording of contracts are facing a continuous reform. In this aspect, the inclination can be summarized as:1. Written contracts will reduce and even disappear, while oral contracts will be popular in business community. The written forms of contracts will be diversified, including letter, telegram, telex, fax, EDI, E-mail etc. 2. The layout and terms and conditions of contracts are apt to be simplified. In order to achieve efficiency, adopting a much simpler method to do business is more convenient.3. The contractual contents should comply with the rules of WTO and international community.4. In English contracts, the foreign words, Archaic English and Technical language will be gradually eliminated, while Plain English will be businessmen's favor. 5. Abbreviations will be more and more acceptable. Conclusion Based on the previous analysis and researches, in conclusion, English contracts are a special kind of application style whose accuracy, formality and legality echo with rigorousness and meticulousness. The unique linguistic features of contractual language determine that translation of contractual language should comply with certain rules and criteria. The tentative proposal is that in Chinese and English there are different techniques available for contractual translation. It is hoped that translators will attach importance to the linguistic features of English contracts and translate contracts under the guide of faithfulness, expressiveness and elegance to fulfill accuracy, coherence, smoothness, completeness and entirety. What's more, following the current development trend is an important issue.References1. Ge Yajun(2001) Master English for Contract Tianjin Science Translation Press Company2. Wu Min & Wu Mingzhong(1999) English Writing for International Economic and Trade Contracts Jinan University Press3. Tu Dingwu(2004) Elements of International Trade Practice Zhejiang University PressWen Huanlin & Chen Mianshui(2001) A Signing of Foreign Contracts and Examples Jiangxi People's Press4. Hu Gengshen & Wang Chunhui (2000) Formulation and Translation of International Business Contracts Foreign Language Press5. Lillian H. Chaney & Jeanette S. Martin(2002) International Business Communication Higher Education Press & Pearson Education6 .George Yule(2004) The Study of Language Foreign Language Teaching and Research Press & Cambridge University Press7. Roger T. Bell, 2001, Translation and Translating: Theory and Practice, Foreign Language Teaching and Research Press8. Meetham, A.R. and Hudson, R.A. 1969 Encyclopedia in Linguistics, Information and Control Pergamon. Oxford9. Weng Fengxiang, 2002, Practical Translation Zhejiang University Press 10. 廖瑛,莫再树,《国际商务英语语言与翻译研究》,机械工业出版社,200411. 龚柏华,《国际商事合同制作原理》,立信会计出版社,200512. http://www./13. http://www.econman.net/A-level/Methodology/Tautology_main.htmLillian H. Chaney & Jeanette S. Martin, International Business Communication Higher Education Press & Pearson Education, 2002, p.246Hu Gengshen & Wang Chunhui, Formulation and Translation of International Business Contracts Foreign Language Press, 2000Wu Min & Wu Mingzhong, English Writing for International Economic and Trade Contracts Jinan University Press, 2002, p.1Ge Yajun, Master English for Contract Tianjin Science Translation Press Company, 2001龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005,p.87Wu Min & Wu Mingzhong, English Writing for International Economic and Trade Contracts Jinan University Pres2002, p.3龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.141龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.120 Wu Min & Wu Mingzhong, English Writing for International Economic and Trade Contracts Jinan University Press2002, p.4龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.141龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.141龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.141George Yule, The Study of Language Foreign Language Teaching and Research Press & Cambridge University Press ,2004, p.65Wu Min & Wu Mingzhong, English Writing for International Economic and Trade Contracts Jinan University Press, 2002, p.4George Yule, The Study of Language Foreign Language Teaching and Research Press, p.118 Wu Min & Wu Mingzhong, English Writing for International Economic and Trade Contracts Jinan University Press, 2002, p.4Wu Min & Wu Mingzhong, English Writing for International Economic and Trade Contracts Jinan University Press, 2002, p.4龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.31http://www.econman.net/A-level/Methodology/Tautology_main.htm龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.31龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.120龚柏华, 国际商事合同制作原理, 立信会计出版社, 2005, p.36Wu Min & Wu Mingzhong, English Writing for International Economic and Trade Contracts Jinan University Press, 2002, p.5Ge Yajun, Master English for Contract Tianjin Science Translation Press Company, 2001, p.29Ge Yajun, Master English for Contract Tianjin Science Translation Press Company, 2001, p.30Ge Yajun, Master English for Contract Tianjin Science Translation Press Company, 2001, p.24Ge Yajun, Master English for Contract Tianjin Science Translation Press Company, 2001, p.48Meetham, A.R. and Hudson, R.A. 1969 Encyclopedia in Linguistics, Information and Control Pergamon. 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