Discussion:
Do Legal documents have to be the language of the receiving party?
(too old to reply)
c***@e-harvey.com
2014-05-30 16:20:01 UTC
Permalink
I work for a company based out of San Fran that is wholly owned by a French company. Because I have stock, I quite often need to sign documents regarding my investments and power of attorney etc to the board.

These documents come from the French holding company and are ALWAYS in French. I'm expected to sign these and often expected to write a phrase in French next to my name, which I assume in common in French law.

So my question is, is there are legal requirement for the company to provide documents written in a language native to me, or is it up to me to have the documents translated on my own cost because it's a French company and I would assume only adheres to French law?

Thanks.
deadrat
2014-05-30 16:50:04 UTC
Permalink
Post by c***@e-harvey.com
I work for a company based out of San Fran that is wholly owned by a French company.
Because I have stock, I quite often need to sign documents regarding my investments and
power of attorney etc to the board.
It's too bad that your English isn't much better than your French.

Because you own stock you have to sign documents? Why is that?

You have to sign documents to the board? What does that mean? You have
to sign documents and forward them to the board of directors of the
French company?

You have to sign power of attorney to the board? What does that mean?
You have to sign as attorney in fact or have to make members of the
board your attorney in fact?

If the documents are in French, and you don't read French, how do you
know you're signing something to do with a power of attorney?
Post by c***@e-harvey.com
These documents come from the French holding company and are ALWAYS in French.
I'm expected to sign these and often expected to write a phrase in French next to my name,
which I assume in common in French law.
So my question is, is there are legal requirement for the company to provide documents written in
a language native to me, or is it up to me to have the documents translated on my own cost because
it's a French company and I would assume only adheres to French law?
I don't know whether it's a legal requirement, but it seems to me that
all parties would have a keen interest in making sure that you signed a
document that you understood.
Post by c***@e-harvey.com
Thanks.
n***@isp.com
2014-06-02 00:33:50 UTC
Permalink
Post by c***@e-harvey.com
I work for a company based out of San Fran that is wholly owned by
a French company. Because I have stock, I quite often need to sign
documents regarding my investments and power of attorney etc to the
board.
These documents come from the French holding company and are
ALWAYS in French. I'm expected to sign these and often expected
to write a phrase in French next to my name, which I assume in
common in French law.
So my question is, is there are legal requirement for the company
to provide documents written in a language native to me, or is it
up to me to have the documents translated on my own cost because
it's a French company and I would assume only adheres to French
law?
Not that he was obliged to provide you any advice as such or that it
necessarily would have been a good idea for you to act on it if he
did, but this is a footnote to the sensible deadrat response to you
only because it could be argued that he was a tad too oblique in his
conclusion indicating only what seems to him, i.e., that all parties
to a commercial transaction presumably would have a keen interest in
making sure you signed a document that you understood.

I note this since I am advised (but don't take my word for this!) that
under French law and also pursuant to more or less generally
prevailing U.S. state including California law that an individual
generally is presumed - in some cases, conclusively presumed - to be
bound by a contract s/he signs. This is perhaps especially so if s/he
represents that s/he read and understands it (re. which it might be
interesting to learn what phrase in French you are expected to and
imply you do write when you signed and seem also to suggest you
propose to continue to sign the sorts of documents to which you
refer).

English is said to be the official language of the State of
California. But (subject to only a few statutorily required
exceptions which, however, the facts you so far post suggest do not
apply to you) this does not mean that private parties in their private
transactions are not free to use and be bound by any language they
choose.*

[ * Exceptions include required translation to, not from, Spanish or
Korean, Vietnamese, Tagalog, or Chinese of certain kinds of labor
contracts, leases, loans, retainers of an attorney, etc., with people
in the state whose primary language is one of these if the contract
was negotiated in such language. ]

Nor do you post facts to the effect that you have been or will be
required to sign the documents in question without taking steps to
understand them (Hint: either learn to read French or, as you note,
have them reliably translated into English) or that you have been
defrauded or deceived by what you experience as a requirement albeit
that it is one you indicate you freely/voluntarily opt to comply with
that you sign the documents in question.

And by the way, contrary to your conclusion stating otherwise, you
have not yet posted facts that show that the company in question
adheres only to French law.

Also incidentally, your posting is interesting because you seem to
suggest on the one hand that you are content to be penny wise and
potentially pound foolish while, on the other hand, you do not appear
to be an exemplar of practicality insofar as you do not say that you
asked your employer to provide translations into English of the
documents in question.
McGyver
2014-06-03 00:08:12 UTC
Permalink
Post by c***@e-harvey.com
I work for a company based out of San Fran that is wholly owned by a
French company. Because I have stock, I quite often need to sign
documents regarding my investments and power of attorney etc to the
board.
These documents come from the French holding company and are ALWAYS
in French. I'm expected to sign these and often expected to write a
phrase in French next to my name, which I assume in common in French
law.
So my question is, is there are legal requirement for the company to
provide documents written in a language native to me, or is it up to
me to have the documents translated on my own cost because it's a
French company and I would assume only adheres to French law?
Thanks.
Like deadrat, I don't understand what documents you are talking about
or what they mean legally or what you think is going to be gained from
signing. I'm guessing you might be signing proxies. A proxy gives
someone else the right to vote your shares. Shareholders elect
directors every year, and conducting the elections by proxy is common
practice. But since I am only guessing about your documents, the
following answers are useless in regard to your documents. These
answers are for general education only.

1. In general, you are responsible for your signature. You can be
bound legally without understanding anything about the transaction,
generally speaking.

2. Unless the employer has signed something that promises to provide a
translated version of something they want you to sign, they have no
such obligation. It is your responsibility to gain an understanding,
somehow, about what you are signing.

3. Never sign anything you don't understand unless someone who works
for you (attorney, accountant, etc.) understands the document and
explains it to you, at least in general terms. Likewise, it is common
to rely on the advice of experts you trust who recommend that you sign.
But the ultimate responsibility is yours.

4. Never sign something that you think is a power of attorney unless
you understand it. A proxy is a power of attorney, so not all powers
of attorney are dangerous. But some are.

5. There are some specific laws in California and in the U.S. that
require that one party or the other or both, must be given a copy of
legally binding documents in their primary language. As far as I know,
those laws don't apply to documents pertaining to the administration of
stock ownership, such as proxies. Strangely, there are laws that
require that the non-English speaking person receive a translated copy
after the signing but don't require that the non-English speaking
person receive a translated copy before signing. That's odd, but
again, I am not aware of any such requirements pertaining to the facts
you provided.

6. The fact that your parent company is in France is a clue that
French law may apply to the transactions or relationships that are
connected to the documents you are signing. But one clue isn't enough.
The contracts and other documents creating the transactions and
relationships may contain language, which may be legally valid, and
which determine the law that applies. And there are laws that tell us
what law to apply if the documents don't say. But if you don't have a
translated version, there is no way to figure out what law applies.

This answer must not be relied on as legal advice for the reasons
posted here: http://mcgyverdisclaimer.blogspot.com . And I am not your
attorney.

McGyver
Gordon Burditt
2014-06-07 03:59:43 UTC
Permalink
How is the language issue for contracts or agreements handled in
international treaties or international trade? Especially if there's
any possiility that the two copies in different languages mean
something different in a detail considered important. There will
always be the issue of which version is legally binding and with
two-party agreements it may be difficult to get a consensus on that.

- You have a very complicated proposed agreement, like a nuclear
test-ban treaty or an international trade agreement, where the
details are many, complicated, and considered very important by
both/all sides.

- You get the documents translated by professional-level translators
(all of them). That is, you get each translator to do the entire
document, then examine the descrepancies when it's translated
back. This is likely to be larger than the original agreement in
either language. Based on this, fix the original documents. Have
them translated back and repeat until there are no descrepancies
considered important.

- A single copy of the translated document on paper outweighs all
of the translators combined (that is, using a weight scale).
McGyver
2014-06-08 17:36:09 UTC
Permalink
Post by Gordon Burditt
How is the language issue for contracts or agreements handled in
international treaties or international trade? Especially if there's
any possiility that the two copies in different languages mean
something different in a detail considered important. There will
always be the issue of which version is legally binding and with
two-party agreements it may be difficult to get a consensus on that.
- You have a very complicated proposed agreement, like a nuclear
test-ban treaty or an international trade agreement, where the
details are many, complicated, and considered very important by
both/all sides.
- You get the documents translated by professional-level translators
(all of them). That is, you get each translator to do the entire
document, then examine the descrepancies when it's translated
back. This is likely to be larger than the original agreement in
either language. Based on this, fix the original documents. Have
them translated back and repeat until there are no descrepancies
considered important.
- A single copy of the translated document on paper outweighs all
of the translators combined (that is, using a weight scale).
Its not a hard problem. The lawyers influence the parties to agree on
what language version should control and write that decision into the
agreement. If the agreement is that both language versions must have
equal weight, go to the extra expense to make sure both accurately
express the agreement. That takes explanatory language sometimes, but
it's not hard - just expensive. Most often in my experience, the
parties don't like the extra expense and delay. They agree to use the
English version as legally binding and the translated version for
reference only. The only exceptions I have experienced are agreements
with a government on one side or both. Government people don't care
about the extra expense.

This answer must not be relied on as legal advice for the reasons
posted here: http://mcgyverdisclaimer.blogspot.com . And I am not your
attorney.

McGyver
n***@isp.com
2014-06-14 12:42:35 UTC
Permalink
Post by Gordon Burditt
How is the language issue for contracts or agreements handled in
international treaties or international trade? Especially if there's
any possiility that the two copies in different languages mean
something different in a detail considered important. There will
always be the issue of which version is legally binding and with
two-party agreements it may be difficult to get a consensus on that.
- You have a very complicated proposed agreement, like a nuclear
test-ban treaty or an international trade agreement, where the
details are many, complicated, and considered very important by
both/all sides.
- You get the documents translated by professional-level translators
(all of them). That is, you get each translator to do the entire
document, then examine the descrepancies when it's translated
back. This is likely to be larger than the original agreement in
either language. Based on this, fix the original documents. Have
them translated back and repeat until there are no descrepancies
considered important.
- A single copy of the translated document on paper outweighs all
of the translators combined (that is, using a weight scale).
Its not a hard problem. The lawyers influence the parties
to agree on what language version should control and write
that decision into the agreement. If the agreement is that
both language versions must have equal weight, go to the
extra expense to make sure both accurately express the
agreement. That takes explanatory language sometimes,
but it's not hard - just expensive. Most often in my
experience, the parties don't like the extra expense and
delay. They agree to use the English version as legally
binding and the translated version for reference only.
The only exceptions I have experienced are agreements
with a government on one side or both. Government people
don't care about the extra expense.
The OP's formulation of his query is problematic, at least if one
takes it (I may use this expression) literally.

Intellectually/linguistically/formally, even when all the parties
negotiate intelligently and in good faith, one never can eliminate
"any [sic] possibility [sic[" that there may be some "detail" in a
translated document that a party would "consider[ ]important" but
which is disputed by other parties after all of them had said to one
another upon signing that they agree to their bi- or multi-party
treaty or other governmental or private party international agreement
and that (in whatever one or more languages it finally is
memorialized) it accurately states all the terms/conditions of their
agreement.

Even in recent times when parties especially at the international
governmental and Big Business level (e.g., in/by $-multigazillion oil
or coal mining and industrial development or large-scale and
multi-jurisdictional international leasing and shipping agreements)
have the intellectual and technological resources to attempt careful
language-to-language translation. It is inherent in such translation.

But this also is so for agreements negotiated and memorialized
entirely in English solely by English speaking parties; and one who
may have any doubt about this may resolve it simply by picking up any
volume of reported cases at random and reading some of the breach of
contract opinions therein.*

[ * This -- what some word or phrase "means" -- of course and
sometimes regrettably is so for statutes. Consider f'r'instance, the
U.S. supreme court's quite recent rulings in the Biosig case (the
parties, lots of lawyers, and several judges argued about what
"indefiniteness" means for Patent Law purposes and whether the phrase
"spaced relationship" is a "specification" which "distinctly claim[s]"
what the patented invention at issue was), or the Castleman case (does
the relevant language show that Congress "intended" that "force" or
"physical force" when used in a federal statute may be read imputed to
a state's family offense law labeled as a "misdemeanor domestic
assault” to enable concluding, for federal law purposes, a man
convicted of such an offense was convicted of a “misdemeanor crime of
domestic violence” which thus forbids him from owning a gun), or the
U.S. v. Bond case (in which multiple opinions by different alignments
of judges argued about whether a distraught and vindictive wife, Mrs.
Bond, who used a chemical very dangerous to her husband's mistress and
which could and in part did cause temporary incapacitation which could
have caused the mistress' death was a chemical the came within the
statutory proscription of "any [sic] chemical which . . . can cause
death, temporary incapacitation or permanent harm to humans" and in
which Justice Scalia chided his colleagues for being dishonest in
pretending not to recognize that "it is clear beyond doubt that [the
statute in questions] covers what [Mrs.] Bond did" albeit that the
(apparently) same word can mean different things ("for example,
'draft' . . . [is] used in a definition of 'breeze' [and] we know it
has nothing to do with military conscription or beer"). etc., etc. ]

The "McGyver" concluding wisecrack indirectly points to the fact that
same words in English even when used in the same context having
different meanings. E.g., the phrase, "good enough for government
work" is reliably said to have come into use during WW II to denote
and connote governmentally contracted for services done and goods
fabricated under careful supervision or at least subject to rigid
inspection so as to insure resulting top quality for use in the
country's war effort. However, within a period not much longer than
twenty or so years, it became an expression prevailingly used jokingly
to connote barely acceptable or outright shoddy services or goods.

And illustrative of the accuracy of the "extra expense" portion of
that wisecrack: The European Union has been reported as spending more
than the equivalent of $400,000,000 annually for its own all-party and
intra-party translations; and, though frequently translating
from/among fewer languages, the U.N. spends a comparable amount. It
is unlikely that they outspend the U.S. military, State Dept., and
numerous other translation-requiring governmental agencies.

NONETHELESS -- although subject to at least one important omission --
the "McGyver" response is obviously sensible and accurate. This
undoubtedly is so especially these days when, by reason of what
frequently is referred to as globalization, increasing education, and
a range of technological advances, there are increasing numbers of
persons able to speak and idiomatically to understand and communicate
in multiple languages. Especially when the contracting governmental
or private parties are willing to pay for this.

But underscoring the essential correctness of what he said, "McGyver"
might have mentioned (I suspect that in the interest of brevity he
just forgot although he's aware of this) the common prevalence of
contractual provisions that are rarely overlooked by careful and
experienced drafters of governmental and private-sector international
agreements -- namely, provisions for arbitration or other dispute
resolution procedures and mechanisms to try to anticipate and provide
realistically practical answers to the very sorts of questions the OP
poses.

Carefully drawn and institutionally implemented use of such provisions
(e.g., by the establishment of international arbitration boards, or
involving the U.N. or other mediators, etc., bolstered by also
carefully drawn choice-of-law provisions) when used in conjunction
with or after the failure of post-signing good faith negotiation over
later arising controversies relegate what, abstractly stated, some
word or phrase (literally) "means" (although this is of course an
important consideration) to a secondary level since it is the mutual
commitment to abide by the _process_ used to resolve and by the award
or judgment that determine disputes that can become paramount

Unless, obviously, a party or alignment of parties decide to go to
commercial or actual militarily facilitated war.
Jens Müller
2014-06-10 20:52:42 UTC
Permalink
Post by Gordon Burditt
How is the language issue for contracts or agreements handled in
international treaties or international trade?
Usually, all language versions are equally authentic. But that is
normally explicitly dealt with in the treaty.
C.V. Shaw
2014-06-11 01:21:57 UTC
Permalink
Do what a reasonable person, using ordinary prudence, would do under the same or similar circumstances. This includes anticipating any reasonably foreseeable circumstances that might impinge upon your contractual obligations or that of the other party.
n***@isp.com
2014-06-14 12:45:06 UTC
Permalink
Post by C.V. Shaw
Do what a reasonable person, using ordinary prudence,
would do under the same or similar circumstances. This
includes anticipating any reasonably foreseeable
circumstances that might impinge upon your contractual
obligations or that of the other party.
This is true in the sense of being truistic. This also
is too vacuous to address let alone realistically answer
the OP's query when there is a dispute.

Said the treaty signing party,
"This treaty is reasonable and agreeable and
as a reasonable person using ordinary prudence
would do, I hereby sign this 'We're Not Gonna
Have A War' treaty"
After re-reading the We're Not Gonna Have A War
Treaty a few weeks later, said the other party's
general with his finger on the trigger button,
"If the other side only done what was reasonable
using ordinary prudence and if all the other
parties to the treaty had also acted as would
the reasonable person using ordinary prudence,
there would not be a war! [pushes trigger
button]"

And lest one think there has not been a real
life variant on this scenario, including real life
war, to take as only one example read about
the Treaty of Wuchale, a/k/a the Trattato
di Uccialli and the history of the first Italo-
Ethiopian War (1895-96).

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