Translating a commercial contract: the eight pitfalls that cost dear

1. The governing-language clause, the one you forget

Before you even translate: does your bilingual contract state which version prevails ? Without this clause, two texts coexist with equal force, and the judge will have to choose. One line is enough: "This contract is drafted in French and English. In the event of any discrepancy between the two versions, the French version shall prevail."

This clause changes the nature of the translation work: if your version is authentic, the other version is a courtesy document. If it's the other way round, it must be reviewed by a lawyer versed in the applicable law.

2. Defined terms

Contracts define their own words, often with an initial capital: the Service Provider, the Services, the Effective Date. Each of these words refers to a precise definition, in a precise place. Translated in two different ways, they cease to refer to anything.

Thirty-second check: list the defined terms in the "Definitions" article, search for each one in the translation, count the occurrences. The numbers must match.

3. Legal false friends

These are the most costly, because they read well:

• Consideration is not "considération" but the quid pro quo, a condition of validity in common law;
• Indemnity is not the French indemnité: it is a stand-alone guarantee, often far broader;
• Warranty et and guarantee do not overlap, and their effects differ;
• Best efforts and "obligation de moyens" are not equivalent;
• "Résiliation" and "résolution" cannot both be translated as termination without losing the notion of retroactivity.

The rule: you do not translate a legal term, you seek its functional equivalent in the law of the target country. And when none exists, you keep the original term with a definition.

4. Cross-references to articles

"Subject to article 7.3": if the numbering shifts by one line in translation, the cross-reference points elsewhere. This is the most frequent and the most invisible error. Numbering must be reproduced identically, including paragraphs and annexes.

5. Amounts, currencies and dates

The decimal separator is reversed between French and English: 1 250,50 € becomes 1,250.50 €. A translation that copies the source format produces amounts wrong by a factor of a thousand. Dates too: 03/04/2026 reads 3 April in France, 4 March in the United States. In a contract, write dates in full.

And check currencies: "dollars" without further precision covers at least five currencies.

6. Obligations and their force

Shall, will, may, must : legal English grades obligation through modal verbs. French grades it differently — present indicative, "s'engage à", "peut". A translation that softens a shall into "pourra" turns an obligation into a discretionary power. This is the first point to review.

7. What should not be translated

Company names, registration numbers, registered office addresses, bank account names, court names and foreign legal references remain as is. Translating "tribunal judiciaire de Lyon" into English in a contract means naming a court that doesn't exist.

8. Review by someone unfamiliar with the file

The final filter is human and costs ten minutes: have someone unfamiliar with the matter read the translated version, and ask them to describe what each party must do. If their account differs from yours, so does the contract.

The six clauses where an approximate translation proves costly

A commercial contract is rarely read in full. It is read clause by clause, at the moment something goes wrong. So it is those clauses that must be beyond reproach.

• The subject matter. It defines what is being sold. An imprecision here contaminates the rest of the contract.
• Price and payment terms. Currency, due date, penalties, discount. Amounts are never converted in a translation, and number formatting must follow the convention of the target language—a French decimal comma becomes a full stop in English, or you risk an error of a factor of a thousand.
• Limitation of liability. Its validity depends on the applicable law, and its exact wording determines its scope. It is the most debated clause in the event of a dispute.
• Force majeure. The French notion and the force majeure concept in common law do not overlap: English law prefers lists of specific events to a general definition.
• Termination. Distinguish between what is termination by operation of law, termination for breach and termination at will. Three regimes, three wordings.
• Applicable law and jurisdiction. These two clauses are translated word for word and are never adapted: the tribunal de commerce de Paris remains the tribunal de commerce de Paris.

False friends in business law

French legal language and English legal language share many words and few meanings. The most common traps:

• Société is not society but company.
• Agent in the sense of commercial agency is not theagent Anglo-Saxon term, which covers a different relationship.
• Convention is rendered as agreement, not as convention.
• Résiliation is not rescission, which implies retroactive cancellation.
• Caution is not caution but and guarantee ou surety.
• Délai de préavis is not delay but notice period — one of the most frequent and most costly mistranslations.

A legal specialist knows them. A general-purpose engine regularly misses at least one per contract.

Which version is authoritative?

It's the question you forget until the day it arises. Three practices coexist.

Only one version is authoritative. The contract states this expressly: "this contract is drafted in French, the only authoritative version". The translation becomes a working document. This is the safest and most common approach.

Both versions are authoritative. Elegant on paper, dangerous in practice: the slightest divergence creates a dispute about the dispute. Avoid this unless your adviser insists.

Nothing is specified. The worst case: it will be for the judge to decide, using the conflict-of-law rules of the applicable law. Always add the clause.

One final point, often overlooked: if the contract provides that the French version is authoritative, still have the foreign version translated carefully. Your counterparty will sign on the basis of it, and a misunderstanding at signature costs more than a translation.