Stage 05 · Pitfalls

Signing English-Only Contracts

The prevailing-language trap

Chinese courts and arbitral tribunals default to the Chinese version when parties execute bilingual contracts — and the divergence is usually found at the worst possible moment.

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Signing English-Only Contracts

The prevailing-language trap

The wrong assumption: “Our global template in English is fine.”

When the two versions diverge — and they always do, in subtle ways — the interpretation favoring the Chinese-language reading often prevails. If you have signed only an English contract with a Chinese counterparty, you are litigating a document the tribunal may weigh against you.

The right approach: Negotiate a bilingual contract with a clear prevailing-language clause that both parties affirm — or accept, explicitly, that the Chinese version will control in PRC proceedings. Never let a counterparty “helpfully” translate your template into Chinese without you reviewing every clause.

What we cover
  • Negotiate a bilingual contract with a prevailing-language clause
  • Review every clause of the Chinese text substantively
  • Never sign an English-only contract with a Chinese counterparty
Typical deliverables
  • Bilingual contract review
  • Prevailing-language clause drafting
  • Discrepancy audit of the two versions
Bilingual ContractPrevailing LanguageContract Risk

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