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French to English translations [PRO] Law/Patents - Law: Contract(s)
French term or phrase:faire la loi entre elles
Bog standard contract (for provision of services).
"Chacune des parties déclare avoir négocié de bonne foi les conditions de ces accords et avoir reçu toutes les informations nécessaires à l'expression d'un consentement parfaitement éclairé. C'est dans ces conditions que les parties ont décidé de régler leurs relations selon le présent contrat qui fera la loi entre elles."
No sign of this expression in the archives, or Bridge, or anywhere. I presume it means "shall be binding on (them both)". But maybe I presume too much.
It is basic that a contract is the law between the parties. Obligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith. Unless the stipulations in a contract are contrary to law, morals, good customs, public order or public policy, the same are binding as between the parties.
This a basic of contract law and is always true / implicitly present in ANY contract / usually omitted as "being blindingly obvious".
Why they felt the need to state it explicitly is anyone's guess.
-------------------------------------------------- Note added at 7 hrs (2020-07-03 18:52:39 GMT) --------------------------------------------------
Reports of Cases Argued and Adjudged in the Supreme Court of the United States .... [Bank of the United States vs. Owens and others.]
Was there not then an adequate considération given? It was so agreed, voluntarily, without coercion, compulsion or duresse; the parties being able and willing to contract, and understanding the subject matter of the contract. The bank had a perfect right to fix the terms upon which it would part with the notes, and the defendants an equal right to decide: whether they would accede to them. Both were the exclusive masters of their own judgment in making the contract; but that, once made, and not in itself unlawful, becomes the law between them [them = the parties to the contract]. No one has a right to alter it. The consideration has passed; the contract is executed; and the parties cannot now be restored to the condition they were in at the time of contracting. Sales are made according to ithe views of the parties, understood by themselves and influenced by many circumstances. ... https://books.google.co.uk/books?pg=PA533&lpg=PA533&dq="the ...
-------------------------------------------------- Note added at 9 hrs (2020-07-03 20:42:20 GMT) --------------------------------------------------
this one is not about a commercial contract, but about the "implied contract between husband and wife", but the principle is still the same:
You are here: Parliament home page > Parliamentary business > Publications and Records > Lords Publications > Lords Hansard > Lords Hansard by Date > Daily Hansard
“reasonable needs” is no longer appropriate between spouses. The words “reasonable needs”, which used to be the law between husbands and wives, is no longer the law between them. That is why the phrase is in the Bill. It takes us back to a situation where a moderate sum is paid, not a footballer’s wife large sum. They come under House of Lords decisions, which are a completely different state of law. https://publications.parliament.uk/pa/ld200809/ldhansrd/text...
-------------------------------------------------- Note added at 10 hrs (2020-07-03 21:35:28 GMT) --------------------------------------------------
They testify to an important liberal principle, namely, that people can come together as strangers and voluntarily commit themselves to ***an agreement that takes the place of the law between them***. The final contract, whether it is written or ...
-------------------------------------------------- Note added at 2 days 15 hrs (2020-07-06 02:52:13 GMT) --------------------------------------------------
this one illustrates well the intended meaning of
"le contrat fait la loi entre les parties"
note the "... takes the place of the law ..." part.
It's NOT about laws (of the kind voted by a legislative body or derived from international treaties or ...) that would be applicable to the contract.
The "law" in "a contract is the law between the parties" is the content of the contract itself i.e. all the obligations of all parties to each other. As far as parties to the contract are concerned (AND ONLY THEM) these contractual obligations are their "internal law" - an enforceable set of rules that must be followed (by them only - any other third parties is not concerned)
Article 1786, French Civil Code Les entrepreneurs et directeurs de voitures et roulages publics, les maîtres de barques et navires, sont en outre assujettis à des règlements particuliers, qui font la loi entre eux et les autres citoyens. Carriers and directors of public carriages and haulage, masters of boats and ships, are also subject to special regulations, which constitute the law between them and other citizens.
You've done all you can mate. You withdrew your agree and made it a "neutral" and you are right to say that there are two ways of dealing with this.
But if you were hoping to find some common ground and for a bit of reciprocity (the withdrawal of disagrees to your valid answer), forget it.
When the same question was asked in 2009, someone suggested "shall be binding between the parties" and it got 6 agrees and no disagrees or neutrals, and was of course accepted by the asker.
But that was in the good old days when people didn't try to ram their views, Americanisms and Legalese down everyone's throats :)
You wrote that "shall be the law between the parties" "has the defect of not being 100% correct, since the 'law between them' consists of a whole gammut of rights, responsibilities and remedies contained in the civil law of the country concerned."
I would disagree because the whole gamut of rights, responsibilities etc. that you mention is not the law between the parties -- it's the law for ALL parties in that jurisdiction.
In addition to that universally applicable law, which sets forth rules, remedies, etc., for everyone, the contract provides a set of rules, remedies, etc., that operate only between the parties to the contract.
The term "the law between the parties" isn't intended to refer to all applicable law. It just refers to the set of additional rules, remedies, etc., on top of the law in general, that a contract imposes on the parties to it.
I think AllegroTrans' "we have a problem" just means that in his view, it doesn't make sense to put a legal maxim into a contract, so its presence would not make sense to a lawyer. The words translated make sense -- we understand "shall be the law between them"; it's a maxim we learned in law school, after all -- but their presence in the contract doesn't, per AT.
I have no problem with this maxim being in a contract. To me, it's just redundant (because all contracts are "the law between the parties" with respect to the subject of the contract, so it goes without saying).
But then it also goes without saying that a contract is binding between the parties, and yet you still sometimes see "this contract is binding between the parties" language in contracts. Some lawyers just like being redundant and spelling out things that don't need to be spelled out.
Its presence certainly wouldn't be problematic. It wouldn't make anything in the contract unclear or ambiguous. It would change nothing about the contract's legal effect or my interpretation of it. It's just there, redundantly, but that's fine -- you get used to redundancy when you read a lot of contracts.
Your translation per se makes perfect sense and I have said as much. Writing it into a contract as a maxim would NOT make sense to an English (or I believe, US) lawyer. That's what this whole debate has been about, two alternative ways of looking at it.
"If we take the view that a legal translation should make sense to a lawyer in the target country then we have a problem."
well, I don't see any problem of that kind.
One would presume that ANYTHING that was said by the judges of the Supreme Court of the United States ought to make sense to any lawyer in US, and also in UK, or in this case anywhere as it's a basic fact about contracts.
the whole of
"Chacune des parties déclare avoir négocié de bonne foi les conditions de ces accords et avoir reçu toutes les informations nécessaires à l'expression d'un consentement parfaitement éclairé. C'est dans ces conditions que les parties ont décidé de régler leurs relations selon le présent contrat qui fera la loi entre elles."
sounds like no more than a reminder about basics of contract law - like a contract resulting from "un consentement parfaitement éclairé" which is as much "blindingly obvious/presumed /implicit" to ANY contract as the bit about "le présent contrat .. fera la loi entre elles"
You could see it as the usual (usual in France) "lu et approuvé", only on steroids - closing in advance all "easy excuses" to weasel out of the contract.
So an attempt might be something like "...shall express the legal relatonship existing between them". Although this makes sense it still has the defect of only being partly true since just as with France, GB has a whole raft of complex contract legislation and caselaw. So to the question: which is correct? we can give the beloved answer of every lawyer, doctor (and translator?): it depends....
I don't really have the right to do so as I was one of the protagonists, but I have changed my response to Daryo to 'neutral' and I am claiming privilege of age since I reckon I'm the oldest contributor to this question (hehe). There are 2 distinct ways of looking at this and I don't see either of them as wrong. I think the choice is a translator-centric choice and has little to do with law, albeit that is the starting point. 1." ...which will/shall be the law between them" is a perfectly correct translation, whether or not English language lawyers write maxims into contracts. The simple fact is that this particular contract writer did just that. The phrase has the defect of not being 100% correct, since the 'law between them' consists of a whole gammut of rights, responsibilities and remedies contained in the civil law of the country concerned. So be it. 2. If we take the view that a legal translation should make sense to a lawyer in the target country then we have a problem. I have searched without success for a contract containing this maxim. So the solution here is to try to second guess what "... which/shall be the law between them" means & put this into sensible legal English
ph-b (X)
France
Eliza,
19:10 Jul 5, 2020
Please read again: "I neither agree nor disagree with either Daryo or AllegroTrans" In fact, I was about to agree with Daryo (see my reference post below), but AllegroTrans posted his doubts right at that moment. I'll be happy to agree with Daryo if I am shown a UK contract with her/his suggestion in it. Also, please try to refrain from giving this dicussion a personal touch by reminding us that you are a practising lawyer or writing things like: "When you see Adrian and I agreeing on a legal term, and SafeTex piping up... well, when does that ever happen here? We never agree!" or "Isn't it a little odd that you take AT's word without any evidence, but reject my word", which I do not, by the way. As I said, if any one can show that AllegroTrans is wrong and that Daryo is right...
You wrote: "But AllegroTrans claims this cannot be used in a contract"
What evidence has AT provided of that statement?
None but his own opinion, correct?
I'm curious why you think I need more evidence, but he doesn't need any.
To recap: AllegroTrans has worked in the legal field in England. Adrian, who was a lawyer in England, agrees with Daryo's translation but noted in his "Agree" comment that this term, though used by at least one international scholar, is more US English than UK. I am a US lawyer and have said, in addition to agreeing with Adrian that it's the proper translation, that it could be used in a contract.
Isn't it a little odd that you take AT's word without any evidence, but reject my word and a bit of actual evidence, even though I practice law in the country where this term is the most prevalent?
Most contracts don't specifically say that they're binding on the parties, and logically they shouldn't need to say that, but sometimes they do. The same is true of this phrase: it's a basic legal concept that is true of all contracts, so its presence in a contract is redundant -- but you know how lawyers love redundancy :)
ph-b (X)
France
Eliza,
18:45 Jul 5, 2020
Thanks for the link. The first three docs are meant to be used in the Philippines, the fourth in Panama, the next two (the ILO docs) refer to the African market and the next two are laws (not contracts) from Puerto Rico which create a type of contract which they describe as the law between the parties. No one here denies that Daryo's suggestion is a valid legal turn of phrase and it has been shown that it can be used in court decisions, laws, academic articles, etc. But AllegroTrans claims this cannot be used in a contract and no one has been able to prove the contrary yet. Note that Daryo her/himself says: "although you wouldn't put it [his/her suggestion] in a contract, " (see her/his comment to my reference entry). One could not be clearer. It seems to me that we are once again in danger of forgetting that translation is not just about meaning, it's also about style, terminology and register. I neither agree nor disagree with either Daryo or AllegroTrans, I would just like to see some solid evidence that Daryo's answer can be used in a (presumably UK since Mpoma is in the UK) translation. Usual apologies for the lack of paragraphs.
It's just a thing we say in EN legalese. Contracts are the law between the parties. A completely standard turn of phrase, so there's no reason to go looking farther afield for some other way of translating the exact same FR phrase.
When you see Adrian and I agreeing on a legal term, and SafeTex piping up to acknowledge that his initial google search was too narrow and Daryo's translation does indeed get a ton of hits... well, when does that ever happen here? We never agree! So when even we agree, it's got to make you think there might be something to the translation we're agreeing on. :)
As for whether this phrase would be used in a contract: YES. Here's a google search you can run to bring up contracts with this phrase in them:
sample contract language "shall be the law between the parties"
Hello I've noted this thing about how I "over-limited" the Google search which was NOT intentional and see that your formulation indeed gets far more hits than I imagined.
I found much better samples in the meantime, but that site has some sort of copy protection.
I already found a pretty good /relevant sample from the Supreme Court of the United States - one would assume that their legal English is up to scratch?
There is this very good site https://www.casemine.com real-life cases aplenty, perfect to see terms as used in real context, only they have some kind of copy-protection that is a right pain in the neck (very helpful for "disseminating knowledge" ..)
As for "we would never put that in a contract" .... please note this part of my answer:
"This a basic of contract law and is always true / implicitly present in ANY contract / usually omitted as "being blindingly obvious". Why they felt the need to state it explicitly is anyone's guess."
Putting in a contract "le présent contrat ... fera la loi entre elles" is stating the obvious (zero additional information / no change in entropy) but if it's there it's got to be translated, accurately.
It seems you are also saying that the phrase "whatever an arbitrator says shall be the law between them" found in an obscure King's Bench case and uttered not by the Court but by a mere party, supports your answer. Tell that to the Lord Chief Justice, or better still the Premier Président of the Cour de Cassation...
is a layman's (or even a law student's) way of looking at this and in a very general way, it's true. Having said that, we would never see these words written into a contract. We may see a variation such as "the contract shall form the legal relationship between them" or something similar ....
Only yesterday, you said it to me it was not a great idea to cite French (variant French) usage for a question about a Swiss French document and today you are using a Pilipino document as a reference for "unimpeachable" English ?!?!?!
Agree with philgoddard (and you). And forget what we were all taught about using dictionaries (verbs in the infinitive, singular form of nouns rather than their plural, etc.) and g**gl* fait la loi entre les parties and you will get many reliable and relevant examples. As for the archives, there is actually a Kudoz rule that says glossary entries should be in dictionary form (2.5 here: https://www.proz.com/?sp=siterules&mode=show&category=kudoz_... but it is not the best known rule. Please don't squash this question: aren't archives meant to be cluttered? Some of us just love finding things they were not looking for. PS (20.16) Serendipity! That is the word I have had on the tip of my tongue all afternoon!
peer agreement (net): +2
