嘉應學院畢業論文（設計）The Exactitude and Vagueness in Business Contract Translation1. Introduction So, it is important to ensure that the translated contract documents are not only linguistically accurate, but also in conformity with the purpose of the source text, which merits great attention. Both exactitude and vagueness are to be discussed in business contract translation, as they can make translated texts accord with the original in the meaning. Even though it seems one runs counter to the other. 2. Characteristics of business contract Contract, as a means of protection for contractual parties rights as well as a guarantee of the performance of them, is the subject in the thesis, so this part serves as background for the future discussion.2.1 Concept of contractIn Blacks Law Dictionary (fifth edition), it states that a contract is an agreement between two and more entities which creates an obligation to do or not to do. A contract shall be an agreement whereby the parties establish, change or terminate their civil relationship. Contracts referred to in this law and agreements between equal natural persons, legal persons and other organizations for the purpose of establishing, altering and terminating mutual civil rights and obligations. (Chinese Contract Law, 1999) While a business contract is defined as a legal binding written agreement of a business or administrative, signed by both parties. Such agreements are either required by law, as in the case of real property translations, or because the terms and conditions exceed the requirements of a standard purchase order. In simplest terms, international business contract is merely an agreement made by two or more parties from different countries for the purpose of transacting business or it is one of variety of formats used to document and carry out relationships. 2.2 Contents and provisions of contractThere is no doubt contract is very significant in foreign trade and business. L.B Curzon in his A Dictionary of Law (1976:24) says: contracts generally involve: 1. offer and absolute and unqualified acceptance2. meeting of minds3. intention to create legal relations4. genuineness of consent5. contractual capacity of the parties6. legality of subject7. possibility of performance8. certainty of terms 9. valuable consideration1999 Chinese Contract Law defined the following provisions:1. title or name and domicile of the parties2. contract object3. quantity4. quality5. price or remuneration6. time limit, place and method of performance7. liability for breath of contract 8. methods to settle disputes2.3 Language features Most texts of international business contract are on-the-spot records of a certain fact. The modal auxiliaries of “shall” and “may” are frequently used to indicate obligations and rights. The former is traditionally adopted to express the force of requirements and the later usually indicates a certain power benefit, rights or privilege. Besides, most information contained in business contract can be understood only one way through frequent use of abbreviations, acronyms, archaisms and some other systematic and professional terms.3. The criteria of business contract translationOnce translation criteria are mentioned, Yanfu, a famous translator in the end of the Qing Dynasty of China, is the first person for whom we should admire. He summarized the standards for translation: faithfulness, expressiveness and elegance that have made a great influence on translation after him and even today that can guide us well in translation. Business contract is a kind of law document, whose translation takes on specific criteria that are different from common writings.3.1 Faithfulness and accuracyDue to the professional features and interdisciplinary of business contract, its contents is getting specific and complete gradually. Thus, “faithfulness and accuracy” is the first important standard in business contract translation. Business contract is legal instrument, so any ambiguous provisions of rights and obligations must be avoided and special expression, legal terms and important words should be paid attention.For example, offer can be translated as “提供、提議”, but in business contract, it should be translated into “要約”. offerer and offeree should be respectively translated as “要約人” and “受要約人”; accept can usually be translated as “接受、認可”, but in contract, it is translated as “承諾”, and acceptor and acceptee should be respectively translated as “承諾人” and “接受承諾人”.Great accuracy is required in translation of contract. The same translation must be remained for technical terms and important words bearing certain precise legal connotation to avoid misunderstanding, for example, exclusive contract is always translated as “專銷合同”, meaning an agreement between manufacturer and retailer that prohibits the retailer from carrying the product lines of firms to firms that are the rival of the manufacturer; net income should be translated as “凈收入”; yet, net profit should be translated as “純利潤”, rather than “凈利潤”. 3.2 Expressiveness and smoothnessExpressiveness and smoothness means a translator should idiomatically express the sense of the original contract in the target language, which is the second standard for business contract translation. Business contract, a legal document, should be a very form and serious writing style.Example 1: By Irrevocable Letter of Credit available by Sellers documentary bill at sight to be valid for negotiation in China until 15 days after date of shipment, the Letter of Credit must reach the Sellers 30 days before the contracted month of shipment.原譯文：以不可取消的信用證，憑賣方即期付有單據的票據協商，有效期應為裝運期15天后在中國到期，該信用證必須于合同規定的裝運月份前30天到達賣方。In Example 1, Irrevocable Letter of Credit is A letter of Credit which cannot be altered or cancelled once it has been opened to the seller through his bank. Although it can be understood by “不可取消的信用證”，the term is more popular to translate to “不可撤銷的信用證”; documentary bill at sight is translated as “即期付有單據的票據” that is not clear in concept. In fact, documentary bill is a bill to which documents are attached, should be “跟單匯票”; negotiation is the giving of value for bills (drafts) or documents by the bank authorized to negotiated that should be “議付”; until 15 days after date of shipment should be translated as “裝運期后的15天”.改譯為：以不可撤銷的信用證，憑賣方即期匯票跟單信用證議付，有效期應為裝運期后15天在中國到期。該跟單信用證必須于合同規定的裝運月份前30天到達賣方。In the two specific criteria, the principle of faithfulness and accuracy is the more important one. Expressiveness and smoothness shall take priority over faithfulness and accuracy in case that they can not be met at the same time.4. Exactitude and vagueness in business contract translationPeople hold a brief about language that is “good” usage involves (among other things) clarity and precision. Hence, it is believed that vagueness, ambiguity, impression and general woolliness are to be avoided. (Channel, 1994:1).Contract English is a part of legal English, where clearness and exactitude are usually emphasized; however vague expression in legal world still can be excluded. Although we strive to make language of contract precise, exact and clear to avoid ambiguity, phenomenon of vagueness is very common in business contract. Under specific conditions vague expression is used and the effect of actual veracity and wide applicability can be achieved in contract.4.1 ExactitudeExactitude means that all the semantic information in original text necessary for smooth and exact business intention must be transferred as exactly as possible. Even a single one to one relationship between a reference and name is established and units and numbers are written correctly. It requires “extraordinary precision”, and “unambiguous”, which is the drive for unique characteristics of contract English and is critical to reduce the likehood of misinterpretation.Example 2: 從4月1日起到10月20日止這一期間內交貨，但以買方信用證在3月20日前到達賣方為限。Translation: Shipment during the period beginning on April 1 and ending on Oct.20 both dates inclusive, subject to Buyers Letter of Credit reaching Seller on and before Mar. 20.In Example 2, the shipment period includes two dates of April 1 and Oct.20, so both dates inclusive should be added up. As the date of Buyers Letter of Credit arriving would include Mar.20, on should be put in the front of before Mar.20. Besides, it is proper to translate subject to to “以為準，以為有效”.4.2 VaguenessGenerally speaking, it is necessary to use exact words but not vague words in contract except in some situations. But precision is not necessary extreme clarity it may also involve selecting the appropriate level of vagueness or flexibility. (Gibbons, 2003:38)There is no generally agreed upon definition of vagueness and vague language, owing to different understandings. The basic rules the working definition obey are:1. No definite meaning can be derived from vagueness.2. Vagueness is used to achieve certain pragmatic functions in communication.Joanna Channell (2000:20) gave the definition of vague language following:An expression or word is vague if:1. It can be contrasted with another word or expression which appears to render the same propositions;2. It is “purposely and unabashedly vague”;3. Its meaning arises from the “intrinsic uncertainty” referred to by Peirce.4.3 Contrastive analysis between exactitude and vagueness In business contract, under exactitude there is vagueness and on vagueness exactitude depends. Co-existence of exactitude and vagueness construes completeness and conciseness of a business contract. In this case, exactitude and vagueness need to be contrastively analyzed at lexical and syntactic level and a clear comparison and image reach.Here, the relevance theory is used to be the guide of analyzing exactitude and vagueness. The relevance theory first appeared in the 1980s. The French linguist Dan Sperber and the English linguist Deirdre Wilson systematically put forward it based on H.P Grices Cooperative Principle in the book Relevance: Communication and Cognition in 1986, which proves to be a very influential theory in contemporary pragmatic research. RT is an approach to human communication based on two assumptions: one about cognition and the other about communication. According to RT, context, also referred as contractual assumptions, is a set of premises that could be used in interpreting an utterance. Sperber and Wilson (2001:15) defined the notion of “content of an utterance” as being a psychological contract, a subset of the hearers “assumptions about the world” or “cognitive environment”.(2001:39) They believe that other things being equal the greater the contextual effects, the greater the relevance will be; the smaller the possessing effort, the greater the relevance will be.4.3.1 At lexical levelLexis is an important and basic element in the document and translation of lexis is important and basic, too. The business translation strategy in lexis should be discussed.4.3.1.1 Exactitude at lexical levelExactitude at lexical level could be divided into five aspects.4.3.1.1.1 Technical termsTechnical terms can be used widely in the international trade whose meaning is unique, exact and unambiguous. There is no any personal sentiment in them that posses outstanding style features. In order to describe accurately every transaction and related various bills in business trade, a large number of clear business terminology are used in business contract.Example 3: The Licensor shall disclose and deliver to the Licensee the Licensors know-how as promptly as practicable after the effective date of this Agreement.In Example 3, know-how is “專有技術”, which means confidential engineering data, drawings, specification and procedures, catalogues and all other technical information necessary to the manufacture operations, sales and service of product. Here know-how is a technical term. In fact, lexical information, one of the component of cognitive environment in this field, usually become a key for us to getting known the exact meanings of certain words.Meanwhile, in order to describe clear both parties rights and obligation in business, many more legal terms are used in business contract. For instance, imputed negligence financial responsibilities means “轉嫁的過失責任”; action is “訴訟”; party is “當事人”; decision is “裁決”. All of these words are legal lexis. Thus, it can be seen that people who primarily research business contract should not translate it without real understanding when translating. 4.3.1.1.2 Abbreviation Abbreviations appear in business contract frequently. They are made up of initial characters of each word or first several characters in one word. They are the product of long usage in business development that is widely used, as they are words of norm and conciseness. Example 4: By confirmed, irrevocable L/C without recourse in favor of COSCO for the total value of the contracted goods in pounds sterling, payable at sight against presentation of shipping documents to the Bank of China in the port of loading.In Example 4,as business contract is the linguistic context in RT here, L/C is the abbreviation of Letter of Credit (信用證) and COSCO is the abbreviated from China Ocean Shipping Co.(中國遠洋運輸公司) However, if they appear other contexts, their meanings may change. Context is the first consideration when translating. It is the same that price, payment and insurance clauses in business contract always show on abbreviation, too. For instance, FOB(Free on Board) is “裝運港船上交貨”; T/T(Telegraphic Transfer) is “電匯”; W.A. (With Average) is “水漬險” and so on. Also some measuring units and related names of commodity are abbreviations. i.e. CTN (carton 紙箱), PC (piece 件, 個), NO (number 號). (If they are printed as mark on the carton, their unique meanings show.)4.3.1.1.3 Collocation of synonymsSynonyms are different words having similar meanings with nuance. In business contract, the couple of synonyms are commonly used together, which could avoid juggling with terms once disputes occur.Example 5: The Seller agrees to sell and Buyer agrees to purchase the under-mentioned commodity according to the terms and conditions stipulated below:Translation: 買賣雙方同意按下列條款買賣以下貨物。 In Example 5, the phrase of the terms and conditions have gotten sure translation “條款”. Actually, translators do not translate terms and conditions respectively in mutual cognitive environment. 4.3.1.1.4 Professional expressionIn business contract, some set phrases usually can be seen everywhere, though they are not used in daily life.Example 6: In witness whereof, the parties hereto have caused the Agreement to be executed on the day and year first before written in accordance with their respective laws.Translation: 本協議書于上面所簽訂的日期由雙方根據各自的法律簽定，開始執行，特立此據。In Example 6, phrase like in witness whereof would not be seen in normal writings. Here, its topic and context are very formal, so the formal translation should be “特立此據”.4.3.1.1.5 Official termsWords in business contract are formal and normal, not be colloquial. Take “shall” for an example, we choose shall, which could enforce the intonation and power, instead of will or should. It does not simply suggest future voice, but means mandatory obligations in law that parties must take on.Example 7: 賣方保證貨物達到質量標準，沒有瑕疵。Translation：The seller shall guarantee that the goods meet the quality standards and without blemish. (Even there is no “應該” in Chinese, but the whole sentence should be translated as above.)In Example 7, shall contains the meaning of responsibilities seller should take and is also a popular word in contract. Due to high formality in the shared context, only formal translation words are proper. 4.3.1.2 Vagueness at lexical levelVagueness at lexical level is studied first on hedges.4.3.1.2.1 Hedges Hedges are words whose job is to make things fuzzier or less fuzzy.(Lakoff,1972) Hedges, as studied today, not only include adjectives and adverbs “make things fuzzier or less fuzzy”, but also modal words and expressions that indicate the speakers attitude toward what he or she is saying, such as reservation of opinion, uncertainty and citation, etc. Hedges are essential and irreplaceable in communication. Not only do they make language more polite, they are also important devices to achieve indirection in speech acts. It has such pragmatic functions as achieving politeness and indirectness because they can alter some important variable in speech act.4.3.1.2.2 The classical of hedgesThere are different understandings and studies on the existence and usage of hedges, in different eras and schools, so there is no agreement on classical of hedges. E.F. Prince, J. Fradar and C. Bosk got the most famous catalogues on the pragmatics. They group hedges into approximates and shields.Approximates can be classified into adaptors and rounders. Adaptors include: a little bit, almost, kind of, more or less, quite, really, somewhat, etc and rounders contain: about, essentially, loosening speaking, roughly, at least, less than, or so, etc.Shields can be divided into plausibility (i.e. as far as I can tell, as far as I know, hard to say, Im afraid, I assume, I believe, may, can, will, suppose, I think) and attribution. (i.e. according to, it is said that, somebody says that, it seems that)4.3.1.2.3 Hedges in business contractDifferent contents and different styles of writing require orders and functions of hedges. Usage of hedges properly could promote communication. So does the same in business. Hedges could do well in the carriage of business contract.Hedges can give an impetus to state rights, obligation and provisions clearly, stop all loopholes when signing a contract.Example 8: Upon the recommendation of at least three members of the team (including the manager