Is there any statute under US Federal law which states that legally binding contracts must be in English, or cannot be in certain languages?
Of course, both parties must be able to understand the contract (or at least that’s how it’s enforced, as car dealerships who want to sell to spanish speaking individuals must maintain Spanish paperwork – which alludes to an answer to part of my question, but isn’t in itself an answer), but must it be in a specific language, or must it be within a subset of languages?
Could a legally binding contract be written in Latin, Esperanto or a language that I just now made up (so long as it has a set of consistent, well defined and universal rules)?
There is no such statute that I am aware of.
eta: Whether your crazy contract would be binding would most likely be determined under common law contract law rather than any statutory provisions with a jury determining the facts and a judge applying the common law - varying by state of course - the issue would most likely turn on wither there was a “meeting of the minds” nc\ecessary for mutual consent. That is, whether you both understood the contract that you were entering into. Under most applications of the law, this would be the relevant question pertianing to use of differing languages.
Non-lawyer WAG.
I agree with the “meeting of the minds” concept. Since the difference between a dialect and a language is not a bright line, hypothetical cases could arise. For example, a contract written in Lowland Scots, Middle English, Hawaiian Pidgin, Jamaican Patois is probably legally binding in the US as long as there isn’t anything inherently wrong with it such as unconscionability, illegality, or lack of consideration. Certainly, one couldn’t sign a contract that says “The borrower done certifiid his assetz and hi’s gonna pay-back the loane of Fourthousand dolars amerikan befor march3 2012s” and then claim that it is null and void because it is not in standard English, as it is understandable and it would stand to reason that a reasonably educated English reader could understand what the clause meant.
For completely made-up languages that are only known by the parties to the contract, I wonder if the Statute of Frauds might come into picture, as there would be no external evidence of the contract outside of what the parties claim the language means.
I’ve rented a car in Canada and I do believe that the contract was in BOTH English and French.
Firstly, contract law is almost exclusively state law.
And no, to the best of my knowledge, there is no list of contract languages. Any language may be used for a contract as far as I know. Your state may vary.
I signed a Canadian contract just the other day that stated something like “the undersigned agrees that the binding version of this contract is in English” or somesuch.
I seem to recall a Canadian contract dispute (involving Bell? Nortel?) where it was alleged that the French and English versions were significantly different.
I was also thinking that the issue is how a court could read the contract. Not necessarily a fraud issue, but just that the written contract is (partly) useless if a court has no independent way of knowing what the contract says.
An oral contract is legally still binding after all, so there are really two reasons that I can think of to write one down. The first is just to make sure the two parties really understand what they’re agreeing to (“Wait did you say ‘Two sows and four pigs’ or ‘Two thousand four pigs’?”) and/or remind the two parties what the agreement was. For these a made-up language is fine. After all a court will never know or care what the contract says if both sides are happy.
But the other reason to write down a contract is so that if there’s a dispute later that the two parties can’t resolve themselves, there’s an independent record of what they agreed to, a record a court can look at in order to render an opinion. If the writing is unintelligible to anyone but the two parties, it’s not much help to the court, and everything is back to just one person’s word against the other’s.
I’ve sometimes had to review drafts of bilingual contracts where both language versions were equally authoritative. I’ve occasionally found discrepencies between the two versions, which have had to be reconciled before the parties signed them. Sometimes it’s been minor points, but on one occasion I found a significant variation, which could have caused considerable trouble if the parties ever went to litigation.
I’m not familiar with the Nortel example, but there are sometimes cases where the courts have found that different versions of the same statute have different
meanings. The courts have evolved various interpretive techniques to deal with that situation. They generally go with the common meaning approach - I.e., theygive the provision the meaning that is common to both the English and theFrench versions.
Not my area, but does the UCC say anything about the use of a particular language?
Except for where statute provides, the forms of Contracts do not matter. Where the law is concerned a billion dollar Contract can take place over MSN Messenger in Klingon.
Sale of Immovable property are one example of contracts that have to be in writing in many juridictions and I can imagine that there it might have to be in English.
In the United States, contracts can be, and are, in any language. A court might be thrown by a contract in Klingon or another made-up language, but I see no reason why it would not be enforced if the parties agreed on its meaning.
I believe that there are countries where contracts must be in an official language to be enforced, but I couldn’t name any such.
Ahem… The Statute of Frauds shows that in many situations, oral contracts will not necessarily be enforced.
No, it says “a contract for sale of goods may be made in any manner sufficient to show agreement” in section 2-204.
Not valid in Louisiana.
In the particular case of a contract for the sale of goods, it can be made without any language – spoken or written. For example, if I go to my local supermarket, take an item off the shelf, hand it to the cashier along with some money, and the cashier hands me some change, then a contract for the sale of goods has been created between me and the corporation owning the supermarket (with the cashier acting as the agent of that corporation). No words need be exchanged between me and the corporation’s agent at all.
The question is not whether a contract is formed, the question is whether an enforcable contract is formed.
Contracts for the sale of goods valued over $500 must be in writing to be enforcable under the UCC Article 2, adopted in 49 states. not in Lousiana. A sufficient writing is “some record” sufficient to show the contract existed, signed by the party aginst whom action is taken. A grocery store receipt is probably sufficient in this case, should you dispute with the grocery over $500+ of groceries in a contract context. In most cases where groceries are purchased, payment on receipt of the groceries satisfies the requirements of the statute of frauds under UCC 2-102(3)(c).
not really. the entire point of a question of fact is to determine facts - perfect, independent information doesn’t need to exist to resolve a contract dispute
there’s no independent way of knowing what an oral contract says, for example, but you can bet your bottom dollar that their existence has been proven in court many times.
in the case of a gibberish contract where the two parties are (genuinely, and not after-the-fact) ascribing different meanings to the “words” of the contract, then you’ll be wandering into quasi-contract and other equitable remedies.
Yes, but that’s the exception, not the rule. The principle still is that oral contracts are enforceable, unless some exception kicks in which, exceptionally, makes an oral contract unenforceable.
I was under the impression that the contract was merely the agreement - which could be oral, written, or whatever - and that the piece of paper and the signatures were merely evidence of the contract should one party dispute it.
Said piece of paper is required for certain contracts to be enforceable. As Schnitte rightly points out, that is the exception, though a very large one.