The Languages of Contract: A Comparative Law Perspective with a Focus on the CISG

Abstract

In nowaday’s international trade, the contracting parties often come from a different linguistic background. As a consequence, the use of foreign languages in contractual relationships raises many issues the implications of which are often underestimated. They are thereby analysed in a comparative law perspective and with reference to the CISG experience.Before invoking consent defects and invalidity, a central role must be devoted to the interpretation of contract. In particular, we have to mention the following criteria: the principle of good faith/fairness, the binding effects of agreed usages and established practice, the promotion of uniform languages and neutral terminologies with specific reference to business contracts. In the first Section, I briefly introduce the debate on language risk in contractual communication, discussing the implications of language barriers for the validity of the contract. Then, I outline the problem of legal constraints protecting offical languages that may significantly impact the choice of a foreign idiom in contractual relationships. The call for language uniformity in the international commercial framework and the prominent role of English, as a ‘lingua franca’, are also discussed. The last Section is devoted to the use of clauses aimed at preventing language inconsistencies in international contracts. Then I deepen the CISG experience by approaching the following key points: formation of contract, incorporation of standard terms, applicable law and foreign terms, non-conformity of the goods. Language, Contract, Validity, Interpretation, Official Languages, Sales of Goods, Good Faith, Lingua Franca, Legal English, Controlling Language Clauses