Difference with contract in Japan
What are English contract and the biggest difference with Japanese contract? Is it enough as English contract if we just translate Japanese contract into English?
In Japanese contract, we may not write in about the tacit consent that is matter thought, "we will know even if we do not write.". Apart from the right or wrong, contract may be made assuming there being some trust between covenantor.
However, in the case of international business, such a contract is often useless when counterparty and dispute occurred. It is generalization, but it may be just said that contract of detailed contents which covered all every matter assuming there not being trust to the other party than domestic business is often made by international business.
We easily list some characteristics of English contract as follows.
Cyclopedic and detailed mention
If it is contract that all the people concerned stay in the country, laws and ordinances including civil law and the Companies Act are applied. Therefore these laws and ordinances temporarily often give constant standard without mention that is enough for contract. On the other hand, in the first place, by international business, laws and ordinances that you should apply are not clear. For example, laws and ordinances may be different and conclusion can have possibilities to take place depending on place where trial is performed about the same matter every state in the United States when we arrive in the United States because it is country of case law. Therefore, by English contract based on case law, we assume every matter, and it is necessary to write in at contract in detail as possible.
In addition, in our office, we work at major foreign-affiliated bank and foreign-affiliated brokerage firm, and lawyer who is proficient in English that engaged in various duties about contract, lawyer with studying abroad experience can cope with consultation about English sentence contract appropriately as plural number belongs.
We are restricted only by thing described in contract
It is only matter written in English contract that restrict between the people concerned concluding English contract. Covenantor is based in country with different jus each, and language and culture and religion vary all in lifestyle. Therefore which thought that it is not possible is proper even if it promised oral to demand what is not written in contract from the person concerned.
Anglo-American Law has concept called parol evidence rule, but court does not consider oral agreement even if agreement that is different from the contents was done as for this orally when there is contract. In Japan, there is such a mention in contract, but as there is different oral agreement, claim that you should interpret in this way is performed, and it may be detected, but it cannot but be said that it is difficult for such a claim to be detected in countries of common law which parol evidence rule is applied to.
In English contract,
"This Agreement prescribed all agreement matters about this contract between the Parties and gives priority to over word of mouth or all promises, indication that the person concerned performed by letter and guarantee before the contract conclusion. We guarantee that each party depends on such promise, indication or guarantee for other people concerned and does not conclude the contract."
nadotoiu, so-called entire agreement clause are seen well, but this is purpose to make an announcement on this parol evidence rule being applied.
Precaution, problems when we use model
Contents originally advantageous as possible to oneself negotiating as for the contract and contents which repeat negotiations so that it is, but naturally are advantageous to oneself of the other party become disadvantageous. Then it is not to be appropriate that the seller side uses, for example, model of sales contract made for the buyer side about sales contract.
It is necessary to choose appropriate thing after model understood made thing from what kind of viewpoint. In our office, we set up model of many contracts, but, depending on situation of customer, we suggest appropriate form and provide service that custom maid does contents of the text more from there. When you want to make English sentence contract which used model as you can save expense in comparison with case to make contract from 0, please contact.
Precaution of contract making stage
It is necessary to include all the necessary matters in English contract. In addition, it is necessary to clarify we assume various risks, and where of covenantor takes the risk. Because there is not convenient article to be good if we include even this when it makes contract, and it is often found that every industry must examine article every contract, contract that we are going to conclude be important to your company
We recommend what is talked about with expert so that baaruhodo, appropriate contract make.
Precaution of made contract check
When thing, dispute to prevent outbreak of dispute occur, purpose to make contract is helpful thing that dispute solves early.
Therefore mention content is clear, and, in contract check, there not being expression that we may have stolen by different meaning, contents of contract must warn that there is not problem in light of relations laws and ordinances let alone inclusion characteristics that we listed some time ago. In addition, as practical point of view, we include article which is favorable to oneself too much, and mention that stood on course of dealing with the other party is necessary for self-satisfied contents that agreement is impossible whether it is not.
Side to propose conclusion of contract to or proposed side
When conclusion of contract is proposed, you should be careful about making a contract without examining English contract which the other party prepared enough. It will be necessary to perform the other party and aggressive negotiations to dissolve the point when mention contents are uncertain, and there is a question. As plural lawyers with studying abroad experience that is proficient in English, Chinese are registered at our office, we can participate in negotiations with the other party.
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