Chuyên đề tốt nghiệp: A STUDY ON THE TRANSLATION OF CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AMONG BUSINESS ENGLISH STUDENTS AT NATIONAL ECONOMICS UNIVERSITY

NATIONAL ECONOMICS UNIVERSITYFACULTY OF FOREIGN LANGUAGESDEPARTMENT OF BUSINESS ENGLISHLE THI MOBUSINESS ENGLISH 58A A STUDY ON THE TRANSLATION OF CONTRACTS FOR THEINTERNATIONAL SALE OF

Research Questions Lọ 000 54 3

- What are the difficulties BE students encounter when translating Contracts for the International Sale of Goods?

- What are the reasons behind the difficulties BE students face when translating Contracts for the International Sale of Goods?

- What are efficient methods for BE students to overcome the difficulties they encounter when translating Contracts for the International Sale of Goods?

MethodolOgy - 1n TT Tư 3

Le Thi Mo- 11163448- Business English 58A to collect data The use of these methods will contribute to in-depth findings and discussion.

1.5.1 Questionnaire The researcher conducted an online questionnaire survey among 60 students who are the fourth-year ones studying BE at NEU.

The questionnaire was formatted in anonymous way to guarantee the privacy of the respondents as well as to gain the most trustworthy answers as well as a transparent insight of the study’s topic.

The survey was carried out in the online format during the first week of May, 2020.

The participants were required to fill in online response sheet which is designed in Google form The survey was aimed to collect the quantitative data which will be demonstrated by the statistic method to draw the precise overview The questionnaire had a total of 14 questions divided into three kinds which are multiple choice questions, rating scale questions, and open-ended questions The specific aim of these questions is clarified as follows:

- The first two questions were designed to find out BE students’ perception towards Contracts for the International Sale of Goods in terms of the definition and the role of them.

- The next two questions were aimed to investigate BE students’ ability to translate CISG The first one was for them to self-assess their ability in this field The other was designed with a list of phrases and sentences selected from CISG to require the respondents to translate.

- The fifth and sixth questions were to discovery BE students’ evaluation of difficulty of translating CISG and which aspects they find most difficult.

- The next four questions were aim at clarifying the difficulties and the frequency of facing them in lexical and syntactic aspects of legal language when translating CISG.

- The question 11 was designed for the respondents to rank the reasons behind the difficulties they face in order of importance.

- The question 12 was made to explore which methods BE students apply to overcome these difficulties.

- The two final questions were open-ended questions asking for recommendations from the respondents for solving these challenges.

Translation 0uJ/,2 ttttđađđđiiiidiiaddđiii 5

Organization of the StUdY Lọ x00 154 5

Le Thi Mo- 11163448- Business English 58A

The research paper is divided into five main chapters:

CHAPTER 1: INTRODUCTION This chapter includes six parts:

1.1 Background of the study 1.2 Purposes of the study

1.3 Scope of the study 1.4 Research questions 1.5 Methodology

LITERATURE REVITENW., QG Q LH H11 11H11 111101 101 HH ryy 7 “Nho 16 (0) 5 e

Overview of translation 2.1.2 Translation HI€fẽHO(ẽS s5 Su họ TT v về

Communication is always a fundamental component of the development of mankind through its significance in the sharing information, ideas and knowledge in the written and spoken form among people Particularly, written communication plays an essential role in the process of spreading and passing on valuable information, knowledge as well as practical experience to the next generations Since the earliest days of human interaction, written communication started with signs and symbols, then evolved into character-based alphabets representing the sounds of different languages which are used in single nations However, each nation has its own language system so that the written communication was limited in the national scale Over time, the demand for interaction and communication across the national boundaries was increasing, which led to the appearance of translation to solve the language obstacle Since its inception, translation has made significant contribution to the connection among countries all over the world in a variety of fields.

The origin of the word ‘translation’ comes from a Latin term which means “to bring or carry across” This term was the foundation for theories relating to translation throughout history Until now, translation has been viewed differently by a number of linguists based on different notions According to Foster (1958), “translation is an act through which the content of a text is transferred from the source language into the target language The language to be translated is called the source language (SL), whereas the language to be translated into or arrived at is called the target language

(1L) ” Foster’s definition mentioned the basic concept of translation which is not only the change in form of language without changing the content aspect The names of the languages involved in this transfer process are also introduced through this definition Another definition considered meaning as a fundamental component in the translation process 1s that “translation is generally used to refer to all the process and methods used to convey the meaning of the source language into the target language.

That is, when translating, understanding the meaning of source text is vital to have the appropriate equivalent in the target text thus, it is meaning that is translated in relation to grammar, style and sounds” (Ghazala, 1995) It can be understood that the

Le Thi Mo- 11163448- Business English 58A central purpose of translation is to convey the writer’s message in the original tone.

The translators need to have a deep understanding of the message as well as have the ability to change other elements such as grammar, style and sounds to contribute to the achievement of this objective.

In short, the objective of translation is to transfer the meaning of the source language into the target language In the translation process, only the form changes and the meaning or the content is being transferred and must be kept constant The form means the syntactic surface structures of the SL which are referred as the written actual units which are words, phrases, clauses, sentences, paragraphs, etc In contrast, the meaning refers to the semantic deep structures which can be considered as historical factors, cultural components, the intention of the writer, as well as the different kinds of meaning contained in the explicit and implicit information of the text.

The author Culler (1976) stated that “Each language articulates or organizes the world differently, and languages do not simply name categories; they articulate their own” which means each language has its own unique features This statement leads to the conclusion which is that one of the difficulties of translation process is the inequality among languages The level of challenge the transfer of the writer’s message from the SL to the TL will be depended on this disparity between the SL and the TL To overcome these obstacles, Newmark proposed different methods applied in the translation process He presented the eight following methods of translation:

- Word-for-word translation: the translator directly translated the SL into the TL in accordance with the preservation of the SL order of word, and words in the SL is translated by their most common meanings without considering the context.

- Literal translation: in which the SL grammatical patterns and structures are converted to their nearest TL equivalents, but the lexical words are again translated separately and are not in accordance with the context.

- Faithful translation: the translator makes attempts to create the most accurate meaning of the SL regarding context under the constraints of the TL syntactic features.

- Semantic translation: this translation method is aimed to concentrate on gain the aesthetic value of the SL text.

- Adaptation: this method is viewed as the freest one, and is used mainly and commonly for comedies and poetry; tin which there is the presence of preservation of themes, characters, plots Besides, there is the change of culture from SL to TL and the rewriting of the text.

- Free translation: in this translation method, the translator is required to recreate the TL text without being the same as the SL in terms of the style, form, or content.

- Idiomatic translation: the translator has the reproduction of SL message but has the tendency to interfere with the tone of content through using colloquialisms and idioms in the TL.

- Communicative translation: in this method of translation, the translator try to transfer the accurate contextual meaning of SL in which the readers are ready to accept and comprehend both message and language.

Contracts for the International Sale of GOOS - ch xế 9

The International Sale of Goods (ISG) is seen as popular business transactions among nations in the world However, until now, there are still no precise definition as well as clear concept for this trade transaction Instead, ISG is deeply understood through its characteristics Firstly, Sale of Goods is viewed as a transaction in which “a seller transfers or agrees to transfer the ownership of goods to a buyer in exchange for a money price” (A Dictionary of Law Enforcement, 2007) In detail, the transferred goods are tangible property or “items for sale, or possessions that can be moved”

(Cambridge dictionary) which are different from services that are non-physical.

Besides, ISG is considered as one of International business transactions (IBTs) which are private business ones that are international in character; “the international element exists when these transactions involve the movement of goods, services, technology, or capital across the boundaries of different nations” (Chow Schoenbaum, 2015) From this view, it is concluded that the International Sale of Goods is the business transaction with the international nature presented in the movement of goods across the boundaries of different nations.

According to Viet Nam commercial law (2005), “Infernafional purchase and sale of goods shall be conducted in form of export, import, temporary import for re-export, temporary export for re-import and transfer through border-gates.” (Article 27, 2005).

It is clear that instead of defining the International Sale of goods, the list of business activities is indicated to be included in the group of ISG transactions which are export, import, temorary import for re-export, temporary export for re-import and transfer through bordedr-gates The Article 28, Article 29 and Article 30 of Viet Nam commercial law also make clear statements about these business activities in the 2005 Viet Nam Commercial Law.

2.2.2 Definition of Contract for the International Sale of Goods

Contract is always considered as a crucial legal document in every business relationship Depending on the features of trade transactions, different types of contract would be applied as the legal instrument There are two main factors to take into consideration when defining Contract for the International Sale of Goods Based on the characteristics of International Sale of Goods transaction, it is necessary to understand the features of Sale of Goods Contract and the international nature of this trade activities.

Despite not being defined in The 2005 Viet Nam commercial law, CISG is primarily a contracts which fully bears the characteristics of the contract for property sale and purchase as prescribed in the 2005 Viet Nam civil code (2009:12): “A contract for property sale and purchase is an agreement between the parties whereby the seller has the obligation to hand over the property to the purchaser and receive payment, while the purchaser has the obligation to accept the property and make payment to the seller.” Besides, the 2005 Viet Nam commercial law also mentions the form of contract for the international sale of goods as “International purchase and sale of goods shall be conducted on the basis of written contracts or other forms of equal legal validity.”

At the same time, CISG carry the fundamental features of the International Trade Contract The internationality of the sale and purchase relationship is the core difference between CISG and the ordinary contract for Property Sale and Purchase.

The international nature may be prescribed differently in the laws of countries but in general, it is based on the foreign factors related to the nationalities, residences or

Le Thi Mo- 11163448- Business English 58A headquarters of the subjects of the contract, the place where the contractual relationship is established, and the place of performance of the contract Nowadays, the internationality is commonly considered through some criteria presented in the United Nations Convention on CISG, Vienna 1980 These criteria are as three main features (1980, 27) Firstly, “(a) where the contract involves the sale of goods which are at the time of the conclusion of the contract in the course of carriage or will be carried from the territory of one State to the territory of another; ” Secondly, “(b) where the acts constituting the offer and the acceptance have been effected in the territories of different States;” Finally, “(c) where delivery of the goods is to be made in the territory of a State other than that within whose territory the acts constituting the offer and the acceptance have been effected.”

2.2.3 The role of Contract for the International Sale of Goods

The contracts are seen as the indispensable legal instruments for any economic transaction CISG is the major one by which the transactions are successfully gained in accordance with the guarantee of benefits for both sides including the producer and the consumers within cross-border relations The role of CISG is presented in three main aspects as follows:

Firstly, CISG are the instruments to express the will of subjects participating in international trading relations Through the contracts, the parties express and desire to establish goods sale and purchase relations with each other, namely that “the buyer agrees to purchase and the seller agrees to sell a stated amount of what the buyer needs or required” (Roger LeRoy Miller, 2008) in accordance with the conditions agreed by the two parties.

Second, Contracts for the International Sale of Goods are the instruments to protect the interests of the parties According to MG Bridge (1988), “A contract is a legally binding agreement that recognises and governs the rights and duties of the parties” so if either party violates the “terms and conditions” of the contract, that party must be responsible as well as have a duty to pay compensation for the aggrieved party On the other hand, when a dispute arises in an transaction, the contract is an important evidence for the dispute settlement agency to make a correct decision in accordance with objective reality and to ensure the rights of the parties in the contract.

Finally, CISG is one of the bases for formulating and implementing business and production plans of import and export business entities The terms and conditions mentioned in the contract act as the objectives that must be achieved in the commercial transaction.

2.2.4 The overview of characteristics of Contract for the International Sale of

In practice, it is unavoidable to confuse or misunderstand between domestic and international sale of goods contracts Therefore, it is very important to have a thorough understanding about the characteristics of CISG.

2.2.4.1 Subject According to the laws of some countries in the world (UK, USA, ) or according to the provisions of the international legal documents on ISG (Labay Convention, Vienna Convention, ), the subjects of Contract for the International Sale of Goods are traders whose places of business are in different states Under the provisions of the Vietnam Commercial Law 2005, the subjects are traders having different nationalities If the trader is a legal entity, the trader will have the nationality of the country where the legal entity is established Besides, the nationality of a foreign trader is determined according to the law of the country in which the trader is a national.

2.2.4.2 Object The object is also the significant element in the CISG Without the object, a contract cannot be made because every agreement between the parties to the contract aims to transfer the ownership of the object of the contract from the seller to the buyer and transfer money from buyer to seller However, not every property that parties buy and sell is legally considered as the object of CISG if it does not meet the requirements set out by the law, the agreement between parties 1s illegal and that contract is void.

The object of CISG must satisfy the following conditions:

- The objects must be allowed to be traded between Vietnamese traders and foreign ones based on the provisions of Vietnamese law and relevant foreign laws.

- The object must be identified and actual and movable from one country to another or from the domestic market to the export processing zone Although this condition is not

The features of English language of Contracts for the International Sale of Goods

“Legal documents like contracts are common forms of complex documents that require close attention for it uses legal text and English legislative writing which has long been criticized for its incomprehensible, circumlocution, meandering syntax and extreme linguistic conservatism” (Bhatia, 1987) CISG is typical type of legal documents so it is undoubted that it bears the general linguistic characteristics of the English legal

Le Thi Mo- 11163448- Business English 58A language as well as the peculiarities of sale contract The complexity in language of CISG is presented in both the lexical and syntactic aspects.

2.3.1 Syntactic features According to Danet (1980), grammatical characteristics of legal language in contracts are distinctive of legal English and are the major reasons leading to the challenges that everyone faces in the process of understanding it CISG have two significant grammatical characteristics which are the use of complex clauses in contract and the proper application of passive voice.

2.3.1.1 Complex clauses In the comparison with English language used in daily life, the sentence structure of English for business contracts in general and CISG in particular is more complicated and perplex In a contract, usually "a huge amount of information has been compressed into complex clauses, which account for its length and grammatical complexity" Danet (1980) Complex clauses including adverbial and conditional clauses are commonly exploited in contracts to indicate the rights and obligations of the parties in a comprehensive and sufficient way Being different from other linguistic styles used in informal texts with the aim of conveying important information through simple, easy- to-understand sentences, the writer of CISG has the tendency to make such information into complex clauses or in sentences which are considered as very long The usage of such clauses with the high complexity in the contract is at the aim of creating the complete accuracy and comprehensiveness of the content in the contract However, it may lead to the extreme difficulties for the readers to get the exact meanings presented in the clauses of the CISG.

2.3.1.2 Passive voice The frequent usage of passive voice in the contracts is with the aim of emphasis on the action instead of focusing on the doer of the action, as well as stating the facts in a clear way, and preventing the appearance of the feeling of individuals and the will of parties When taking the stylistic components and their function into consideration, passive voice is at the extensive usage due to the importance of it in making the statement to be at the high formality and objective- oriented aim in such legal text in

Le Thi Mo- 11163448- Business English 58A general as well as CISG in particular than in other types of English The passive voice is always used in the provisions of such components related to the goods in the stage of packing and shipping, in the state of insurance, as well as in the dispute resolution, payment and arbitration, etc.

2.3.2 Lexical features Danet (1980) and Hiltunen (1990) shows theories about the features of language or style which are considered as typical components of language used in legal tetxs including the technical terms, common words with uncommon meanings, archaic expressions, binomials and trinomials, complex prepositional phrases Such features are also typical for the English legal language of CISG.

Crandall (1979) stated that “The nature and general content of contracts are specified by law which language quite differs from a lay reade Several important information in these documents are implied by a set of complicated legal terminologies” Because of their significance, the terminologies are indispensable elements in most of legal documents including Contracts According to Cambridge dictionary, terminologies are defined as special words or expressions used in relation to a particular subject or activities Terminology constitutes a linguistic variety, and its function is to allow a more precise and differentiated use of language, mostly for specialized areas (BuBmann 1990) In the Contract for the International Sale of Goods, there are two types of terminology which are legal terminologies and international trade terminologies The concept of international trade terminology covers a wide range of areas It can actually be divided into several branches which are delivery terms, payment terms and import-export terms.

2.3.2.2 Archaic adverbs and complex prepositional phrases A distinctive feature of English language for CISG is the use of archaic adverbs and complex prepositional phrases in legal documents with the high frequency instead of commonly being used other types of text These words are commonly used in the manner of compound adverbs They are established by the combination of such adverbs "here, there, where" with some kinds of particle as "after, at, by, from, in, of,

Le Thi Mo- 11163448- Business English 58A to, under, upon, with, as, etc" to become “hereto, herein, hereby, hereof, whereby, thereafter, etc” "Here", "there" and "where" in such compound adverbs have the same meaning as “this”, “that” and “what or which” respectively The use of archaic adverbs and complex prepositional phrases maintains the high formality of legal language used in contracts as well as gains the complete accuracy of the content or message presented by the contract maker with the intention to prevent misinterpreting or ambiguity among parties Archaic adverbs and complex prepositional phrases are the factors leading to the more accuracy of the texts Besides, the frequent usage of them also leads to the difficulties that the readers encounter because of the rare usage of them in the daily text The use of archaic adverbs and prepositional phrases with high frequency makes the texts become more formal and forms a distinctive lexical characteristic of English for CISG.

2.3.2.3 Binomials and trinomials In legal English, the usage of binomials and trinomials occurs frequently Gustafsson (1984) also states that “ in legal English, binomials are 4-5 more common than in other prose texts, and thus they have definitely become a style marker in law language In addition, binomial expressions are needed for technical accuracy” It is also an outstanding characteristic of sale contracts, for by using it, ambiguity can be avoided or reduced There are common binomials such as “made and signed”, “terms and conditions”, “able and willing” and trinomials such as “build, erect and construct”.

Such binomials and trinomials can be nouns (convenants and obligations), verbs (made and signed), adjectives (null and void) and prepositions (by and between) The words with the same meaning or the near meaning in each phrase are usually used in form of connection and the second part are used with the aim of reaffirmation and complement for the first one The intention of the writer for this usage is not only to show the respect for the traditional English language in legal context, but also to to gain the high accuracy and wholeness of meaning In some cases, the writer can combine the words with the same meanings to gain the rigorousness, accuracy and completeness Brown&

Rice argue that the results of the binomials and trinomials are due to a mixture of English, French, and Latin In other words, the lawmakers have used words having the same meaning from different language to prevent the ambiguity.

2.3.2.4 Common words with uncommon meanings

“Frequent use of common words with uncommon meanings” is one of the nine

“characteristics of the language of the law” (Mellinkoff, 1963) Words used with the certain meanings in most occasion are called common words In CISG, there are some common words used with special meaning leading to the fact that they become technical terms In such cases, they are used not for their popular meaning in daily conversations, but for their special meaning For example, “Prejudice” in the simple context, is understood as “an unfair and often unfavorable feeling or opinion formed without thinking deeply and clearly or without enough knowledge” But when it is used in the sale contracts, “prejudice” means “loss of any rights” In ordinary speech,

“same” usually leads to the thought of “comparison” with a object or subject with the similar characteristics In contrast, when it is used in contracts, it is understood as “the thing mentioned” The most typical words with uncommon meanings in the CISG are

“Shall” and “Consideration” The common meaning of “shall” is “a model verb used with I and We for talking about or predicting the future” (Oxfordlearnerdictionary).

However, in the contract, “Shall” means the responsibilities that must be fulfilled in the law and the obligations that must be fulfilled “Consideration” in basic context means “the act of thinking carefully about something” but in contract, it is defined as a bargained for exchange of value between parties of the contract.

ANALYSIS AND FINDINGS - LH HH HH, 19 3.1 BE students’ perception towards Contract for the International Sale of Goods 19 3.2 BE students’ assessment of their ability to translate Contracts for the International Sale of

CHAPTER 4: RECOMMENDATION In this segment, the researcher offers effective solutions for BE students to overcome difficulties when translating CISG.

CONCLUSIONIn this chapter, the researcher summarizes the major findings as well as indicates some limitations of the research to make suggestions for next research.