Translating a legal contract into any language is a difficult task for a lawyer or translator. Legal contracts, and legal documents in general, are challenging because they are not only for informational purposes to the reader, they also perform an action and enforce a set of rules the signatories agree to. In other words, legal contracts typically are performative, informational, and prescriptive. There are no other documents that we know of that have all three of these qualities (send us a note if you know any others!). Because of this unique complexity, translating a legal contract into a different language must be executed in specific way relative to generalist translations.
Expanding into Japan is a great business opportunity for businesses. There are roughly 130 million global Japanese speakers, which is the 9th most spoken language in the world. Outside of Japan, there are roughly 5 million speakers mostly in Brazil and Hawai’i. Japanese contract translation has its own unique complexities given Japan has its own Government, legal systems, laws, legal writing styles, and key legal terms. For example, Japan’s legal system is based on a Civil Law system. There are also far fewer lawyers in Japan relative to the United States.
Below is are the major steps on how to translate a legal contract into Japanese.
Pre-Work: Understand Target Market
Before starting any translation, it is important for you to understand where the resulting Japanese legal contract is going to be used. It is important to understand this before starting work so you can consider the Legal System used by Japan, the Legal Writing Style, Country Specific Laws that may apply to this contract, and key Japanese terms with their preferred translation. You may also want to find a English to Japanese legal glossary for reference.
Adapt English Contract
Once you have done your pre-work and understand where the Japanese legal contract will be used, start by adapting the English version of the Contract to reflect the changes necessary to work within the target market. For example, if a clause is specific to the Common Law legal system and you are translating the legal contract to be used in a country that uses the Civil Law system, like Japan, then it may need to be removed. It is best to consult a contracts lawyer that works in the target market for this step. Make sure the work product is completed in tracked changes and you understand all revisions.
Pro tip: keep track of the changes that were made in English per target market so you can create a playbook for future legal contracts.
Translate English Contract
After the English version has been adapted, hire a native Japanese-speaking lawyer, translator or translation service to execute the translation of the legal contract. Given the complexity of a legal contract, we think the best strategy is to hire a native Japanese-speaking contract lawyer that works in the target country. Hiring a Japanese-speaking lawyer in Japan will guarantee you are working with a lawyer that is familiar with the local legal system, laws, legal writing style, and key Japanese terms. Further, if the contract is an industry specific contract, like an End User License Agreement for a software company, you should work with a native Japanese-speaking lawyer with relevant experience in that industry. Some key technical terms may be very specific.
There may be instances where the translator needs to add more Japanese text in order to guarantee the legal contract is performing its purpose and the clauses are clear to the signatories. This is a unique technique in translation services but may be necessary in some instances.
Pro tip: Consider adding a prevailing language clause to the translation in the target language. This will state that the English version of the contract will take precedence if there is a dispute between the English and translated versions.
Proofread the Japanese Contract
We believe in quality control and systems. So, we would recommend taking an extra quality control step and hiring an independent Japanese-speaking lawyer to proofread the newly translated Japanese contract. This will mitigate against the initial translating lawyer having a specific writing style and choice of words. Any edits can be implemented.
Sample Contract in Target Markets
Finally, take the finalized Japanese contract and sample it with potential signatories in Japan. You want to confirm the Japanese version is high-quality and is not confusing for the potential target signatory. Like it or not, your legal documents are part of your brand and a bad translation can signal that you are not serious about doing business in that country. Sampling the Japanese contract will give you the reassurance it is ready to be used in-market.