Grammatical peculiarities of contract translation

On the whole, grammar of any contract may be characterized as rather simple and formal. Simple here means lack of diversity of variants which occurs in every document which is not legal.

As for the grammar tenses which are used in agreements, the most widespread are the Indefinite and the Perfect tenses, both in the Active and Passive Voices. Passive Voice is more preferable in English contracts, though in many points the usage of Active and Passive Voices is already part and parcel, e.g.:

Sellers have sold and Buyers have bought… (Present Perfect)

The Agents shall bear all transport expenses from… (Future Indefinite)

Our firm informed the Suppliers that the general conditions were not contained in the order. (Past Indefinite Active/Passive)

Complex analytical forms of the verb, such as the Continuous and Perfect Continuous Tenses, are absolutely not used in no way.

The specific character of any contract provides rare usage of the past tenses.

One of specific features of contract is usage of the verb shall. Though it is not used in Modern English, in business correspondence and documents it keeps being us ed. e.g.

Each party shall have the right to refuse any further fulfillment of the obligations.

The Buyers shall obtain the import license.

e.g. In the performance of all services hereunder, it is mutually understood and agreed that the Contractor shall be, and at all times, acts and performs as independent contractor in the performance of the Services hereunder.

Під час виконання всіх робіт згідно дійсного Контракту, обидві сторони розуміють і погоджуються, що Підрядник, під час надання усіх Послуг згідно дійсного Контракту, буде діяти як незалежний підрядник

Nothing in this agreement shall be interpreted or construed as creating or establishing a partnership, joint venture or similar business relationship between the parties.

Ніщо у дійсному Контракті не повинно тлумачитися як створення товариства, спільного підприємства або встановлення подібних ділових відносин між сторонами.

The peculiarity of contract is also omitting if in subordinate clauses with should, and in this case should becomes the first element in the sentence. e.g.

We hope that you will send as enquires should you need …..<<у разі потреби>>

Should the above circumstances continue to be in force…

Should Buyers fail to open the letter of credit in time… У разі несвоєчасного відкриття акредитиву……

Another feature of Business English is a wide use of -ing-forms;

e.g. The letter of credit is to be valid for 90 days, all bank charges being at the expense of the Buyers.

Here is a construction with Participle I where it refers to the noun in the General Case, which goes before the Participle. It is not common in speech, but it occurs in contracts.

Constructions with the Perfect Participle, however, are rare in contracts and show an action prior to another one expressed by the predicate. e.g.

We have included in our claim only the cost of material and labour, all other expenses connected with the repair not having been taken into consideration.

Some Participles which have no explanatory words in contracts can either precede or follow a noun. Mostly they are constructions with Participle II:

e.g. the required specification vs. specification required;

the enclosed letter vs. the letter enclosed.

The Past Participle Passive always follows a noun if it has explanatory words. e.g. a telegram received from London; the cheque attached to the letter.

If a Participle shows only an action which is made upon the subject, it follows a noun. e.g.

The Sellers are to inform us of the quantity of the goods loaded.

Buyers are to accept or pay for the quantity shipped <<(обсяг відвантаженого (товару)>>

The Participle showing the quality, if there is one, precedes the noun: e.g. illustrated catalogue; damaged goods; within six weeks of the stipulated time of shipment (….визначеного контрактом терміну відправки)

The definite article “THE” in contract has its own peculiarities. In every contract there are two or more parties and their names can be used either with the definite article or without it. Nevertheless,

they are usually capitalized, e.g.:

This contract is made between Ukrexport, hereinafter called Sellers and India Electric Company, hereinafter referred to as the Buyers.

The definite article is also used with ships. e.g. The S.S. Svir is to arrive on July, the 5th.

Also the definite article is rarely used after prepositions of the Latin origin per and ex. e.g.

The goods were shipped per S.S. Svir.

!!! The definite article is never used with nouns which are followed by a number in sizes, codes, etc.: e.g. under Contract № 25; Order № 1015; our account №100/1066; under paragraph 9 of your General Conditions of the order; in accordance with clause 6 of the agreement.

Although in Ukrainian it is usually singular (Продавець - Покупець), in English it can be either singular or plural. That is why all variants are possible: the Buyers – the Sellers; the Buyer – the Seller; Buyer – Seller.