Mai Thái Ninh Hoàng Duy Thái Phạm Đức Nam Phạm Thế Vinh Nguyễn Mạnh Đức Trung PROVISIONS CONCERNING THE STATUS OF THE CONTRACT Problems The first one is: If a contract was signed a year ago, does it still exist now? Or has its life ended? The second one is: If a contract exists in several languages, which one is the real contract, which language is considered as authentic? • Normally, a contract comes to an end when the last duty under this contract is performed or in the simpler terms a contract’s life ends when the work is complete But not every contract ends as planned There are a number of ways in which a contract can end • By performance: When the parties have performed all that is required of them under the contract This is the most common way for a contract to end • By Termination: When either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach • By Cancellation: It occurs when either party puts an end to the contract for breach • By Rescission: When both parties agree to end the contract • By Impossibility and Frustration: When the contract cannot continue for some reasons ( for example: it is impossible or totally pointless to continue with it) or when neither party is at fault • The authentic contract language will be decided by the parties • In international practice, a contract often exists in or more language, each side believes it understands the contract – but what happens if there are contradictions between the versions? Whose language prevails? The lifetime of the Contract • Discharge by Performance • Termination • Cancellation • Rescission • Impossibility and Frustration Discharge by Performance A contract is discharged by performance: • Where a promise has been given upon an excuted consideration, and is performed by the promisor • Where one promise has been given inconsideration of another, and both are performed • Occionally a contract is discharged because it is impossible or totally pointless to continue with it • But the courts are reluciant to allow this contracts are signed to be kept, not to be broken To summarize, the contract becomes impossible of performance or is frustrated in any of the following cases • Where the subject matter of the contract ceases to exist • Where circumstances arise which make the performance of the contract impossible • Where object contemplated by the parties or the event contemplated • Where enactment of legislation or Government interference prevents the performance of the contract • Where act becomes unlawful The language of the Contract Legal language is characterized by distinctive features not commonly found in everyday language • Some of them may be the cause of problems to the comprehension and translation of legal texts • In order to fully understand the content of commercial contracts, learnes must first have an insight into how English commercial contracts are structured and worded • Whenever versions of a single document exist in two languages, there are conflicts: no translation is ever perfect • Ideally, the parties should agree on a contract language, making it clear that translations not have the same authority as the original version in the contract-language For example, makes the authority of the Englishlanguage version clear • Language This agreement is written in English and Vietnamese In the event of a discrepancy, the English-language version shall prevail What happens though if the parties cannot agree?  There are two roads: a The parties say nothing at all-in a dispute, the judge decides which version to trust b The parties make two (or more) versions equally authoritative, again, the judge decides which version to favor • An example: This agreement is made in both Vietnamese and English The Vietnamese and English versions have equal legal status • Another point: a provision on the language of the contract documents, of correspondence, and of documentation to be delivered under the contract is often useful This provision is often quite detailed • A final point: measurements Most of the world uses the metric system exclusively, but some countries, notably the United States, uses metric and other systems side by side To avoid problems many contracts specify which measurement system (normally metric) applies Of the greatest importance in this connection are trade usages Expensive disputes frequently arise from the use of deviant units of measurement Exercises • E-V Translation • V-E Translation There are some conditions under which a contract can be legally terminated before the contractual duties have been fulfilled This is known as “Termination of contract” and may occur for many different reasons • Có số điều kiện mà theo đó, hợp đồng bị kết thúc cách hợp pháp trước nghĩa vụ hợp đồng hoàn thành Điều hiểu “Sự chấm dứt hợp đồng” xảy nhiều lý The delivery of goods under this contract may be terminated by the buyer in accordance with this clause in whole, or it part, whenever the Buyer shall determine that such termination is in his best interest Any such termination shall be effected by delivery to the Seller of a Notice of Termination specifying the extent to which supply of Goods under the contract is terminated, and the date upon which such termination becomes effective • Việc giao hàng theo hợp đồng bị người mua chấm dứt theo quy định phần toàn điều khoản, mà người mua xác định rằng, chấm dứt quyền lợi lớn Bất kì chấm dứt phải thực cách người mua gửi cho người bán thông báo chấm dứt, ghi rõ khối lượng hang chấm dứt giao ngày mà việc chấm dứt bắt đầu có hiệu lực All Transaction, contact between two parties including notice, request, agreement, offer or requirement shall be in English or Vietnamese All technical drawing and description, reports or other documents shall be edited in English Contract is made in English and Vietnamese with copies of same legal force, if any disparity between English and Vietnamese folds then Vietnamese one shall prevail/ be standard • Tất giao dịch, liên lạc hai bên bao gồm thông báo, yêu cầu, thỏa thuận, chào hàng hay đề nghị thực tiếng Anh tiếng Việt Tất vẽ mô tả kỹ thuật, báo cáo hay tài liệu khác soạn thảo tiếng Anh Hợp đồng lập tiếng Anh Tiếng Việt có giá trị pháp lý nhau, có khác biệt tiếng Anh tiếng Việt tiếng Việt sử dụng làm chuẩn Bất kỳ sửa đổi hay bổ sung hợp đồng có giá trị đại diện có thẩm quyền hai bên ký vào văn sửa đổi, bổ sung Văn sửa đổi, bổ sung phần không tách rời hợp đồng.Tiếng Anh Tiếng Việt sử dụng tất giao dịch, thông tin liên lạc hai bên • Any amendment or modification of this contract shall be valid only if competent representatives of parties sign in amendment or modification writing Such writing shall be an integral part of this contract, English and Vietnamese are language of all transactions and information exchange between two parties Thank you!