国际商务合同的用词特点及翻译

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1、摘 要本文从国际商务合同的概念及重要性着手，分析了国际商务合同的语言用词特征正式性和专业性，分别介绍了其中商务专业术语、法律术语、专用词、古体词、书卷词、并列词的运用；并以目的论为指导，通过对实际国际商务合同中易出错的译例的具体分析，从英汉互译两方面对国际商务合同的翻译策略展开讨论。目的在于为商务人士在进行国际商务合同的翻译时提供一定参考，从而提高国际商务合同的翻译水平。关键词：国际商务合同； 用词特点； 目的论； 翻译技巧ABSTRACTOn the basis of the conception and importance of international business contra

2、cts, this thesis analyzes the diction characteristics from the aspects of professionalism and formality, including the business terms, legal terms, technical terms, archaic words, literary words, and coordinate words. Under the guidance of the Skopos Theory, this thesis employs several practical tra

3、nslation strategies in English-Chinese translation and Chinese-English translation by analyzing some examples that are easily misunderstood in daily commercial life. The thesis aims to offer business people the relative translation guidelines while doing the international business contract translati

4、on so as to better their translation skills. Key words：International Business Contract; Diction Characteristics; Skopos Theory; Translation strategiesContents1Introduction12. A Survey of International Business Contract22.1 Definition of International Business Contract22.2 Categories of International

5、 Business Contract23. The Diction Characteristics of International Business Contract43. 1 Professionalism43. 2 Formality64. Translation of International Business Contracts114.1 Present Situation of International Business Contracts Translation114.2 Skopos Theory in International Business Contract Tra

6、nslation125Conclusion18Acknowledgements19References201IntroductionSince the implementation of reform and opening policy in China, in particular, with Chinas entry into WTO, China has been deeply melting into the world. Especially in its field of trade, more and more business people tend to contract

7、with foreigners. A contract is an agreement giving rise to obligations which are enforced or recognized by the law 11. Since all the parties need contracts to restrict each others behavior and protect their own legal rights and benefits, international business contract is now playing an important ro

8、le in international trades. On the other hand, there are varieties of inaccuracies or even errors in the translation of international business contract, which may make a negative impact on international trade. Hence, translation of international business contract increasingly shows its importance an

9、d necessity. According to Vermeers Skopostheorie, “Any form of translation action, including therefore translation itself, may be conceived as an action, as the name implies. Any action has an aim, a purpose.” 2 Therefore, this thesis mainly attempts to explore approaches towards contract translatio

10、n from the new perspective of Skopos. It proves the rationality and applicability of the Skopos approach in international business contract translation. Meanwhile, the thesis includes the study of basic knowledge of international business contract and its diction characteristics, which paves the way

11、 for the analysis of both English to Chinese and Chinese to English translation of international business contracts under the direction of Skopostheorie.2. A Survey of International Business Contract2.1 Definition of International Business ContractIn the modern commercial society today, contracts ha

12、ve become so much a part of living in society. Then, what is the definition of a contract? The answer may differ from country to country. The United States defines a contract as“a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some w

13、ay recognizes as a duty” 31. According to “The Law of Contract” by G . Trietel, the definition of contract is an agreement giving rise to obligations which are enforced or recognized by the Law. While in China, Article 2 in Contract Law of the Peoples Republic of China (1999) gives its own definitio

14、n of a contract: “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, legal persons or other organizations.” 4 From the definitions above, we can see that a contrac

15、t，in the simplest definition, is a legally enforceable agreement between two or more parties.” 519 Once the parties are from different countries, their agreement becomes international. Generally speaking, an international business contract can be valid under the following three situations: A. Contra

16、ct should be deemed as a business contract B. One or more contracting parties do not have Chinese nationality C. The contractual subject matter shall be shipped across the border of China662.2 Categories of International Business ContractSo far as a certain country is concerned，a business contract i

17、s also called a foreign contract, written agreements that are signed and entered into in accordance with relevant laws to specify the respective rights and obligations of the parties hereto by and between enterprises or other economic organizations of China and foreign enterprises, economic organiza

18、tions or natural persons for certain economic purposes，such as exchange of commodities, financing and economic and technical cooperation and exchange7. On the basis of the subject matter and obligations of the parties concerned in the contract, international business contracts fall into many specifi

19、c categories, which mainly including: 1) Contracts for International Sale of Goods; 2) Contracts for International Technology Transfer; 3) Contracts for Sino-foreign Joint Ventures; 4) Contracts for Sino-foreign Contractual Joint Ventures; 5) Contracts for International Engineering Projects; 6) Cont

20、racts for Compensation Trade; 7) Contracts for Sino-foreign Cooperative Development of Natural Resources; 8) Contracts for Foreign Labor Services; 9) Contracts for International Leasing Affairs; 10) Contracts for Sino-foreign Credits and Loans; 11) Contracts for International Build-Operate-Transfer8

21、23-32.In addition to the above contracts involving foreign interests, there are many other types of business contracts, such as insurance contracts, storage contracts, agency contracts, contracts for employment of foreign staff members, and contracts for international transportation, etc.3. The Dict

22、ion Characteristics of International Business ContractInternational business contract is a legally binding contractual document. The language it used does not seek the goal of artistic beauty like literary works. In fact, what it pursues is the precise and rigorous logic, norms of professional prese

23、ntation, clear thought, clarity and orderliness. Words are the building blocks of communication. The language of English contract is dramatically different from daily English in terms of vocabulary and style 911. Therefore, before we start exploring the translation strategies of international busine

24、ss contract, it is necessary to discuss the diction characteristics of international business contract from the perspectives of professionalism and formality.3. 1 Professionalism A specialized and technical vocabulary is the first and most obvious way to adjust to a domain of social experience or ac

25、tivity. The use of technical terms marks the feature of professionalism of international business contract. Technical terms in the international business contract, which include legal terms and business terms, boast a whole glossary of standard vocabulary and wide applications, and have their own pr

26、ecise, unique and unambiguous meanings. Business termsThere are a number of professional business vocabularies in some kinds of economic professions, such as international trade, international commercial law and corporate governance and so on. The practical professional business terms in internation

27、al business contract relate to all the trading sessions and the related documents, so it must be done right. The so-called “right” does not only indicate that the spelling and punctuation is correct, more importantly, it also means the content should be consistent with the facts, as the specific per

28、formance in the facts, data and terminology 10.As contracts are related to various sectors of business, lots of business terms can be easily found in contracts. such as equity joint venture(合资经营企业), articles of association（公司盖章）, know-how（专有技术）,and negotiable instruments(可流通票据). Pertinent business t

29、erms concisely and accurately communicate the intended content 11.3.1.2 Legal termsA contract is legally binding economic document. Its language belongs to the area of law. Legal terms, which are generally more concise and comprehensive to stipulate the contact parties rights and obligations, are in

30、dispensable in international business contract. The following table is some common words in international business contract with its unique legal meaning. Table 1WordsLegal MeaningsLiquidation清算Termination结束，终止Vacation休庭期Arbitration仲裁Immunity豁免权Prejudice损害，侵害Prayer诉讼Action诉讼Sentence判决Force Majeure不可

31、抗力Subject matter标的物Different from their ordinary meanings, words of this category have their legal connotations in international business contract. And they reflect the dignity of the law. Such words are termed as “legal homonyms” by Peter M. Tiesma in his book Legal Language. Failure to identify le

32、gal homonyms may cause false and distorted translation. The examples will be discussed in Chapter 4 about the translation of international business contract.In addition, according to Frederick Bowers 1230, “shall”, “may”, and “shall not” are the most common legal performative verbs and act with the

33、illocutionary forces of obligation “shall”, permission “may”, and prohibition “shall not”.3.1.3 Other Professional TermsSince a contract is heavily specialized and involves many other fields like trade, finance, insurance, transportation, customs, commodity inspections and other aspects of professio

34、nal knowledge, it is important to choose the right meanings of these words depend in their different fields, such as “down payment (预付定金), expenditure(支出)” from the insurance field. Another detailed example will be explained in Chapter 4.2.2.2 about “choosing the right meaning in context”. In additi

35、on, technical terms is another professional terms that marked the features of contracts. These words are specialized in scientific fields including natural scientific field and social scientific field; certain technical words have to be used. The function of these technical words is partly to donate

36、 things or processes which have no corresponding names in ordinary life, and partly to increase the precision on the part of the reader.For example, a contract of purchases and sales of products must sign out the name and the size of the products, which involves many technical words, such as PTA (ma

37、terial of chemical fiber), MEG (chemical solution), DC MOTOR (a mechanism), link mechanism, etc. Technical terms also involve many words exclusively employed in legal terms and business terms. A number of common words have been converted into technical words with only one of their meanings adopted i

38、n contracts, such as action(诉讼)，negligence(过失)，acceptance(承兑，承诺)，confirm(保兑)，arbitration award(仲裁裁决)，more or less(溢短装) and infringement(特权).Common words used in such a special way help mark out a text belonging to the field of legal and business documents626. All the professional words in different

39、fields mentioned above help increase precision of business contracts and dislodge ambiguity or confusion on the part of the involved parties, but they also make it difficult for the common readers to comprehend the business contracts.3. 2 FormalityBusiness contracts stipulate the contracting parties

40、 rights，obligations and activities directly and clearly, so the words it used must be formal, precise and serious. Contract English has long been characterized by frequent use of archaic words, literary words, coordinate words and nominalization. These words used in such a special way can help to pr

41、ove a text regarding to business contract only, which show the formality and sanctity of business contracts. 3.2.1 Archaic wordsThere is a frequent use of archaic words in international business contract. In order to pretext a professional monopoly, you can lock the trade secrets in the safe of an u

42、nknown tongue, while the legalese is the way of meeting the need 13. Archaic words are rooted in the Old and Middle English and are kept till now in the legal documents. Although they appeared old-looking and out-dated, they are indispensable in business contract. It is justified in saying that it i

43、s these archaic words that not only make contracts highly formal and dignified but also abstract the contractual language to keep its strong formal flavor, and shield itself from language repetition and ambiguity. The archaic words often appear in the form of compound adverbs, like “here, there, and

44、 where” combining with some particles “after, at, by, in, of, from, to, under, with, upon” etc. We should understand the rule that “here” means “this”, “there” equals “that”, and “where” stands for “which”. For example, look at the following table 8355-366:Table 2Archaic words MeaningArchaic wordsMe

45、aninghereafterfollowing thisherebyby this meansheretoto thisherewithwith thisthereofof thatthereafterafter thatthereinafterin that part of a Contractthereuponas a result of thatwhereofof whichwhereinin that; in which According to David Crystal and Derek Davy 14205, archaisms nearly always seem to ad

46、d a touch of formality to the language in which they occur. There is no doubt that the frequent use of these words provides the business contract formal veracity and conciseness. Whats more, it is more precise and competent in leading a sense of elegance and solemnity to legal documents. 3.2.2 Liter

47、ary WordsAlso as big words or formal word, literary words mainly appear in formal writings, such as theoretical works, formal addresses and legal documents. These words are also frequently employed in English business contracts, to help increase precision and seriousness of the content in business c

48、ontracts. For example, the following words in Column A are used to take the place of commonly used words in Column B even though they are of the same meaning.Table 3 15A. Literary wordsB. Informal wordspurchasebuyrendermaketerminateendobligationdutyendorsesigndemonstrateshowgrantgivemanufactureprodu

49、cenotifytellapproximatelyaroundpurchasebuytitleownershippriorearlier Word in the left column exceed their colloquial counterparts in the right column, because they are more compatible with the greater solemnity demanded by English contracts. Because literary vocabulary contributes to increasing sole

50、mnity and formality in English contracts, five literary words “terminate”, “principle”, “notification”, “assistant”, and “confidentiality” are more frequently adopted in English rather than their colloquial counterparts “end”, “rule”, “notice”, “help” and “secret” 914.The main originations of these

51、formal words are French, Latin and Greek. It is known that in history French became the official language of England after Norman Conquest. Later, even though English gradually replaced French and became the official language, many French words still remained as formal words in official documents an

52、d contributed to increasing solemnity in English contracts. Until now, these words have become part of English and functioned as formal words in such areas as politics, military and law, etc. 3.2.3 Coordinate Words It is a common phenomenon that coordination of synonyms or relevant words is widely e

53、mployed in English business contracts. Look at the following example 1627: The parties may, through consultation, make amendments and revision of this contract as and when the need arises.The synonyms “amendments and revision” and “as and when” are rendered into “修改” and “在 时” respectively. They are

54、 two pairs of coordinate words.There are many other examples in international business contract, like terms and conditions; loss or damage; sole and exclusive; sublicense or subcontract; modifications or improvements; whole or part; expiration and termination; disputes and differences; etc.The combi

55、nations of synonyms or relevant words are another embodiment of the archaism and formalism of international business contract. They make the contracts more exact and precise and help avoid ambiguity or loopholes. For example, in order to avoid any loophole and make the meaning clear, the combination

56、 of developments, improvement, modifications or inventions lists all kinds of possible innovations that may happen on the licensed products. NominalizationWe find that nouns are most frequently used in English contracts. Due to the authority and solemnity of such a special language register, adjecti

57、ves, adverbs and conjunctions are selected from a limited rage. The reason may be that nouns make it much easier to organize into an argument. Nominalization, as a distinctive feature of English contracts, refers to a noun phrase whose headword is an abstract noun derived form another word class, us

58、ually a verb or an adjective. Whats more, nouns and noun phrases are in conformity with the formal style required by international business contracts. The following examples may shed some light on how such transformations are completed.Table 4FulfillfulfillmentAgreeagreementExpireexpirationInsureins

59、uranceDeclaredeclarationNotifynotificationIt demonstrates that frequent use of nouns is an important feature that helps to distinguish English legal documents from others because nouns are in perfect conformity with the formal style required by English legal documents.4. Translation of International

60、 Business Contracts4.1 Present Situation of International Business Contracts TranslationIt is revealed from the above discussion that research on contract translation between English and Chinese are a major player in Chinas foreign business activities. Early studies in this regard can be traced back

61、 to the middle of the twentieth century, when English stylistics began to advance with great strides and more attention was paid to pragmatic style other than the literary language. At that time, studies on the contract translation were mostly done by the abroad scholars, such as A Short Course in I

62、nternational Contracts (1999) by Karla C .Shippey, and A Manual of Style for Contract Drafting (2002) by Kenneth A. Adams173. In recent years, a large number of translation approaches to the study of contracts have been developed in China, according to the data available. For example, Hugengshen8, a

63、 professor of Tsinghua University, wrote a book “Formulation and Translation of International Business Contracts; Rufei17, a professor of Shanghai Foreign Languages University, analyzed the international business contracts translation from register perspective; Zhou Yan and Liao Ying18 compared the

64、linguistic difference between English and Chinese based on a pragmatic analysis of the two languages, and provided some practical skills for translating long sentences in business contracts; Xuyan19conducts a systematic study on creating a model for international business contracts translation by integrating the macro-level theories of translation studies with the micro-level translation practice, and then make use of translation exa