The law holds a party bound to a contract's terms, regardless of comprehension or understanding, absent coercion, duress, fraud, inducement or some other independent ground that justifies recession.
Not being fluent in the language, in which the contract is written, or being unable to understand the language of the contract is not an independent defense to the contract's enforcement. See Merril, Lynch, Pierce, Fenner & Smith, Inc. v. Benton. 467 So.2d 311, 10 Fla. L. Weekly 225 (Fla. App. 5 Dist., 1985); Kahan Novoa v. Safra Nat. Bank of New York, 313 F.Supp.2d 1347 (S.D. Fla. 2003).
Thus, when you draft a transactional contract with a foreign or non-English speaking client, it is essential you take the following steps to ensure they understand the contract's terms and don't agree to something they may regret later:
- Learn about the contractual norms of the client's home country. For example, many nations have specific limitations on foreign exchanges.
- Meet one-on-one with the client well before the scheduled transaction. Use this time to discuss your cultural questions and answer his or hers.
- Carefully explain unique U.S. contractual concepts, such as representations, warranties, covenants, indemnification and fiduciary duties.
- Regardless of whether the client speaks fluent English, some concepts just don't translate. To avoid possible misunderstanding, hire an interpreter, familiar with legal terminology. Professional court interpreters should be able to find conceptual parallels for legal terms and concepts that do not cross the culture barrier.
Following these basic steps will allow you to meet your obligation to provide quality legal services to all of your clients, regardless of their language or culture.
Do determine, whether your foreign client needs a court interpreter during a deposition or trial, read our blawg post "How Do I Know If the Plaintiff or Defendant Needs a Foreign Language Interpreter?"
