Where a contract is drawn up in two or more language versions which are equally authoritative there is, in case of discrepancy between the versions, a preference for the interpretation according to a version in which the contract was originally drawn up.

 

COMMENT

 

International commercial contracts are often drawn up in two or more language versions which may diverge on specific points. Sometimes the parties expressly indicate which version shall prevail. If all versions are equally authoritative the question arises of how possible discrepancies should be dealt with. This Article does not lay down a hard and fast rule, but merely indicates that preference should be given to the version in which the contract was originally drawn up or, should it have been drawn up in more than one original language version, to one of those versions.

 

Illustration

 

1. A and B, neither of them a native English speaker, negotiate and draw up a contract in English before translating it into their respective languages. The parties agree that all three versions are equally authoritative. In case of divergences between the texts, the English version will prevail unless circumstances indicate the contrary.

 

A situation where a different solution may be preferable could arise where the parties have contracted on the basis of internationally and widely known instruments such as INCOTERMS or the Uniform Customs and Practices on Documentary Credits. In case of divergencies between the different versions used by the parties it may be preferable to refer to yet another version if that version is much clearer than the ones used.

 

Illustration

 

2. A contract between a company from country X and a company from country Y drawn up in three equally authoritative versions, the language of country X, the language of country Y and English, contains a reference to INCOTERMS 2000. If the French version of INCOTERMS is much clearer than the other three on a point in dispute, that version might be referred to.

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