Reviewing a contract in translation

A translated contract is two documents: the one the business will sign, in a language it may not read, and the one it has been given to understand it, which may have been produced by the other side, by a machine or by a translator who is not a lawyer. Words that look like their English equivalents, warranty, indemnity, guarantee, penalty, termination, carry different legal weight in different systems, and a translation can change the legal effect of a clause. I review the translation and the original from the side of the business in England and Wales and return them annotated, with a written explanation of which version binds, the terms whose meaning needs checking against the governing law, and the commercial terms that can be settled whatever the language, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales that have been sent a contract in French, German, Spanish, Italian, Portuguese, Arabic, Chinese, Japanese or another language with an English translation, or an English contract that the counterparty will sign in translation, by a customer, supplier, distributor, landlord or partner abroad. Both parties are businesses; I advise on the law of England and Wales and identify the points that need a lawyer in the governing law.

What to look for in a contract in translation

Which version governs, and what the other version is for

A contract in two languages should say which version prevails if they differ, and if it says nothing, the version the parties signed governs and the translation is evidence of what it means. The review checks the language clause, identifies which document the business will be bound by, and, where the binding version is in a language the business does not read, recommends a certified translation by a legal translator and a statement in the contract that the English version is the one relied on, or that both are equally authentic with a rule for conflicts.

Terms that do not survive translation

Legal terms are system-specific: a 'penalty' in a civil law contract is an enforceable agreed sum, while under English law a penalty is unenforceable under the rule in Cavendish Square Holding BV v Makdessi [2015] UKSC 67; 'guarantee' may mean a warranty of quality or a third-party guarantee; 'good faith' is a general duty in many civil law systems and a narrower concept in English law; and 'termination', 'rescission' and 'cancellation' are not interchangeable. The review lists the terms in the translation whose legal effect depends on the governing law, and either resolves them under English law where it governs or lists them for the lawyer in the governing law where it does not.

The reliability of the translation you have been given

A translation prepared by the counterparty, or by machine, can omit clauses, mistranslate defined terms, and render a limitation as an obligation. The review compares the structure of the original with the translation, checks that clause numbers, defined terms, schedules and cross-references correspond, tests the translation of the operative clauses on price, liability, termination and governing law, and identifies passages where the English reads ambiguously in a way that suggests a translation problem. Under Article 12 of Regulation (EC) No 593/2008 as retained the applicable law governs interpretation, so the original's meaning under that law is what counts.

The governing law and jurisdiction behind the language

The language of a contract does not decide its governing law, and a contract in German may be governed by English law or the reverse. The review checks the governing law and jurisdiction clauses in the original, and where English law governs applies it to the translated terms; where a foreign law governs, it applies the English rules that bite regardless, including section 27 of the Unfair Contract Terms Act 1977 and section 12 of the Late Payment of Commercial Debts (Interest) Act 1998, and recommends arbitration under the Arbitration Act 1996 with the language of the arbitration fixed as English where the business can obtain it.

The commercial terms that can be checked in any language

Price, payment period, currency, delivery, specification, term, notice periods, the liability cap, insurance, exclusivity and the data protection terms can be checked against the business's expectations whatever the language, and the review marks them up on the translation with the changes to be made in the original. It also checks that the numbers, dates and party names in the translation match the original, since a translation error in a figure is a contract error once signed.

Signing, notarisation and the version the counterparty files

Some jurisdictions require contracts to be in the local language for registration, notarisation or enforcement, and the counterparty may file its own language version with a registry or a court. The review checks the execution requirements, the version the counterparty will hold as the original, and the signature formalities, and confirms that the English translation the business relies on will be attached to or referred to in the signed document. Personal data in the contract and its translation is processed under the UK GDPR and the Data Protection Act 2018 where a translation service is used, and the confidentiality of the translator should be secured.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We only have the English translation. Is that enough to sign?

Not if the version you will sign is the foreign-language one, because that is the document that binds you. The review recommends a certified legal translation and a language clause stating which version prevails, and checks the translation you have against the original's structure and operative terms.

The translation says we pay a penalty if we are late. Is that enforceable?

Under English law a penalty is unenforceable if it is out of all proportion to the other party's legitimate interest, but under many civil law systems an agreed penalty is enforceable and the courts can only moderate it. The review identifies which law governs the clause and what the word means under it.

Can we ask for the contract to be in English?

You can ask, and a counterparty that trades internationally may agree, or agree to an English version that prevails. Where the counterparty's law requires the local language for registration or enforcement, the review recommends a bilingual contract with the English version prevailing between the parties.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a contract governed by the law of another country
• Reviewing a manufacturing agreement with an overseas factory

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.