5/16/2007

What's the difference?

A clause from an escrow agreement runs as follows:

"受让方和后续受让方应配合转让方,根据本合同各方、×× Bank和转让方指定的第三方银行(以下称"监管方" )于本合同签署日同日或之前签署的监管协议的约定完成价款的支付。"

The English translation went in two ways:

(a) The Purchaser and the Subsequent Purchaser shall cooperate with the Transferor to complete the payment of the Price in accordance with an Escrow Agreement executed on or before the date of this Agreement by the Parties, ** Bank and a third party bank designated by the Transferor ("Escrow Agent").

(b) The Purchaser and the Subsequent Purchaser shall cooperate with the Transferor to complete the payment of the Price in accordance with an Escrow Agreement executed by the Parties, ** Bank and a third party bank designated by the Transferor ("Escrow Agent") on or before the date of this Agreement.

They look almost the same. However slight, difference does exist and such difference could make all the difference.

It is the positions of the adverbial that differ.

In (a), the adverbial "on or before the date of this Agreement" followed immediately the participle "executed" and clearly indicated that it was defining the timing of the execution of the agreement.

In (b) the adverbial was put at the end of the whole clause, bringing possible misunderstanding.The important issue of when the agreement was executed ("Agreement Timing") was thus left unsure simply because the adverbial ending the sentence could be interpreted as defining the predicate of the whole clause, i.e. (shall) cooperate and making the stipulation silent on the Agreement Timing.

The Chinese version clearly states that "on or before" was all about the execution of the escrow agreement and the Agreement Timing was essential in that the parties were not referring to any agreement that was executed "after the date of this agreement".

Therefore, (a) is the correct, accurate and not misleading translation for the Chinese version.
Further, if we do the translation work in a reverse way. The Chinese translation of (b) could be as follows:

"受让方和后续受让方应于本合同签署日同日或之前配合转让方,根据本合同各方、×× Bank和转让方指定的第三方银行(以下称"监管方" )签署的监管协议的约定完成价款的支付。"

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