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France–China

Bilingual contracts: which version wins when the two disagree

A bilingual contract has two texts and one meaning. Deciding in advance which text carries the meaning is a five-word clause that prevents a two-year dispute.

France → China

Bilingual contracts are normal in France–China trade and generally a good thing: each party can read what it is signing, and internal approval is much faster when the legal department is not reading a foreign language. The problem is that translation is never perfectly neutral, and the differences tend to concentrate in exactly the clauses that matter when something goes wrong.

Where the two versions typically drift

  • Obligation strength: the difference between « shall », « will » and « should » does not survive translation intact in either direction.
  • Defined terms used loosely later — « the Products » in one clause and a synonym in the next, which in translation become two different things.
  • Acceptance and quality criteria, where technical vocabulary rarely has an exact counterpart.
  • Termination, liability and force majeure, where legal concepts do not map one to one between systems.

The clause to insert

State explicitly which language version prevails in case of discrepancy. Leaving it out does not create equality; it creates an argument to be settled later, expensively, by whoever is judging. Which language to choose is a negotiation, and it is connected to the choice of governing law and forum: a Chinese court will work from the Chinese text, whatever the contract says about prevalence.

Practical precautions

  1. Have the translation done by someone who understands the commercial intent, not only the words — and have the other language checked by your own side, not only by the counterparty's.
  2. Keep the two versions in a single document, clause by clause, rather than as two separate files that can diverge during revisions.
  3. Re-check the translation after the final round of edits. Most drift is introduced in the last negotiation, when only one language is being amended.
  4. Make sure the entity names and the chop or signature match the registered names exactly, in both versions.

This is general context, not legal advice. Contract drafting between jurisdictions should be reviewed by a lawyer qualified in the relevant ones.

Keep reading on this.

China marketThe clauses that matter in a contract with a Chinese partnerA contract that cannot be enforced where the other party's assets are is a statement of intent. Four clauses decide whether yours is more than that.China marketThe company chop: what actually binds a Chinese companyA signature is not what makes a Chinese contract binding. The red seal is — and there is more than one of them.China marketTerritorial exclusivity in China: when to grant it and when to refuseExclusivity is the thing distributors ask for first. It is also the thing that most often freezes a market for three years.France–ChinaSix hours apart: running a France–China project without losing a week per decisionThe time difference does not cost you hours. It costs you round trips — and a project is measured in round trips, not in hours.

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