BỘ GIÁO DỤC VÀ ĐÀO TẠO
TRƯỜNG ĐẠI HỌC QUẢN LÝ VÀ CÔNG NGHỆ HẢI PHÒNG
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ISO 9001:2015
KHÓA LUẬN TỐT NGHIỆP
NGÀNH : Tiếng Anh Thương Mại
Sinh viên : Nguyễn Thị Lan Anh
Giảng viên hướng dẫn: TS. Trần Thị Ngọc Liên
HẢI PHÒNG – 2020
BỘ GIÁO DỤC VÀ ĐÀO TẠO
TRƯỜNG ĐẠI HỌC QUẢN LÝ VÀ CÔNG NGHỆ HẢI PHÒNG
———————————–
A STUDY ON THE TRANSLATION OF NOUN PHRASES
IN BUSINESS CONTRACT FROM ENGLISH INTO
VIETNAMESE. THE CASE OF JOINT VENTURE
AGREEMENT.
KHÓA LUẬN TỐT NGHIỆP ĐẠI HỌC HỆ CHÍNH QUY
NGÀNH: Tiếng Anh Thương Mại
Sinh viên : Nguyễn Thị Lan Anh
Giảng viên hướng dẫn: TS. Trần Thị Ngọc Liên
HẢI PHÒNG – 2020
BỘ GIÁO DỤC VÀ ĐÀO TẠO
TRƯỜNG ĐẠI HỌC QUẢN LÝ VÀ CÔNG NGHỆ HẢI PHÒNG
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NHIỆM VỤ ĐỀ TÀI TỐT NGHIỆP
Sinh viên : Nguyễn Thị Lan Anh
Mã SV: 1512752008
Lớp
: NA1901T
Ngành : Tiếng Anh Thương Mại
Tên đề tài : A study on the translation of noun phrases in business contract
from English into Vietnamese. The case of Joint Venture Agreement.
NHIỆM VỤ ĐỀ TÀI
1. Nội dung và các yêu cầu cần giải quyết trong nhiệm vụ đề tài tốt nghiệp
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2. Các tài liệu, số liệu cần thiết
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3. Địa điểm thực tập tốt nghiệp
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CÁN BỘ HƯỚNG DẪN ĐỀ TÀI TỐT NGHIỆP
Họ và tên : Trần Thị Ngọc Liên
Học hàm, học vị : Tiến sĩ
Cơ quan công tác : Trường Đại học Quản lý và Công nghệ Hải Phòng
Nội dung hướng dẫn: A study on the translation of noun phrases in business
contracts from English into Vietnamese: The case of joint venture agreement.
Đề tài tốt nghiệp được giao ngày 30 tháng 03 năm 2020
Yêu cầu phải hoàn thành xong trước ngày 30 tháng 06 năm 2020
Đã nhận nhiệm vụ ĐTTN Đã giao nhiệm vụ ĐTTN
Sinh viên
Giảng viên hướng dẫn
Nguyễn Thị Lan Anh
Trần Thị Ngọc Liên
Hải Phòng, ngày tháng năm 2020
HIỆU TRƯỞNG
CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM
Độc lập – Tự do – Hạnh phúc
PHIẾU NHẬN XÉT CỦA GIẢNG VIÊN HƯỚNG DẪN TỐT NGHIỆP
Họ và tên giảng viên:
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Đơn vị công tác :
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Họ và tên sinh viên :
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Chuyên ngành : ……………………………………………………………………….
Nội dung hướng dẫn:
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1. Tinh thần thái độ của sinh viên trong quá trình làm đề tài tốt nghiệp
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2. Đánh giá chất lượng của đồ án/khóa luận (so với nội dung yêu cầu đã đề ra trong
nhiệm vụ Đ.T. T.N trên các mặt lý luận, thực tiễn, tính toán số liệu…)
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3. Ý kiến của giảng viên hướng dẫn tốt nghiệp
Được bảo vệ
Không được bảo vệ
Điểm hướng dẫn
Hải Phòng, ngày … tháng … năm …..
Giảng viên hướng dẫn
(Ký và ghi rõ họ tên)
QC20-B18
CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM
Độc lập – Tự do – Hạnh phúc
PHIẾU NHẬN XÉT CỦA GIẢNG VIÊN CHẤM PHẢN BIỆN
Họ và tên giảng viên:
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Đơn vị công tác :
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Họ và tên sinh viên :
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Chuyên ngành : ……………………………………………………………………….
Đề tài tốt nghiệp :
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1. Phần nhận xét của giáo viên chấm phản biện
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2. Những mặt còn hạn chế
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. …………………………………………………………………………………………………………………………
. …………………………………………………………………………………………………………………………
3. Ý kiến của giảng viênchấm phản biện
Được bảo vệ
Không được bảo vệ
Điểm hướng dẫn
Hải Phòng, ngày … tháng … năm……
Giảng viên chấm phản biện
(Ký và ghi rõ họ tên)
QC20-B19
TABLE OF CONTENTS
ACKNOWLEDGEMENT ………………………………………………………………………… 1
PART I: INTRODUCTION ………………………………………………………………………. 2
1. Rationale
……………………………………………………………………………………………… 2
2. Scope of the study ………………………………………………………………………………… 2
3. Aims of the study …………………………………………………………………………………. 3
4. Methods of the study …………………………………………………………………………….. 3
5. Design of the study
……………………………………………………………………………….. 3
PART II: DEVELOPMENT ……………………………………………………………………… 4
CHAPTER I: THEORETICAL BACKGROUND ……………………………………….. 4
1.1. An overview of translation
………………………………………………………………….. 4
1.1.1. Definition of translation …………………………………………………………………… 4
1.1.2. Translation methods ………………………………………………………………………… 5
1.1.2.1.Word-for-word translation. …………………………………………………………….. 5
1.1.2.2. Literal translation …………………………………………………………………………. 6
1.1.2.3. Faithful translation ……………………………………………………………………….. 6
1.1.2.4. Semantic translation ……………………………………………………………………… 7
1.1.2.5. Free translation
…………………………………………………………………………….. 7
1.1.2.6. Idiomatic translation
……………………………………………………………………… 8
1.1.2.7. Communicative translation ……………………………………………………………. 8
1.1.3. Equivalence in translation ………………………………………………………………… 8
1.1.4. Classification of equivalence ……………………………………………………………. 9
1.1.4.1. Based on Kotler’s classification
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1.1.4.2. Based on Nina’s theory …………………………………………………………………. 9
1.2. An overview of business contract ………………………………………………………. 10
1.2.1. Definition …………………………………………………………………………………….. 10
1.2.2. Essential Elements of a Valid Contract
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1.2.3. Types of business contract ……………………………………………………………… 13
1.2.4. Characteristics of joint venture agreement
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1.3. Terms
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1.3.1. Definition …………………………………………………………………………………….. 15
1.3.2.Terms in joint venture agreement …………………………………………………….. 15
1.4. Noun phrase
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1.4.1. Definition of noun phrase
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1.4.2. Modifier
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1.4.2.1. Modifier – Article ………………………………………………………………………. 18
1.4.2.2. Modifier – Adjective …………………………………………………………………… 19
1.4.2.3. Modifier – Prepositional Phrase
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1.4.2.4. Determiner
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CHAPTER II: AN INVESTIGATION INTO THE TRANSLATION OF NOUN
PHRASES IN JOINT VENTURE AGREEMENT FROM ENGLISH INTO
VIETNAMESE ……………………………………………………………………………………… 21
2.1. The translation of noun phrases in joint venture agreement …………………… 21
2.1.1. Translation by word-for-word method
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2.1.2. By literal translation ………………………………………………………………………. 23
2.1.3. By Faithful translation
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2.1.4. Semantic translation ………………………………………………………………………. 24
2.2. Translation of elements of a noun phrase ……………………………………………. 25
2.2.1. Pre-modification.
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2.2.2. Head…………………………………………………………………………………………….. 26
2.2.3. Post-modifier
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2.2.4. The order when translating noun phrases …………………………………………. 27
2.3. Difficulties arising in the translation of noun phrases in business contract 28
2.4. Suggestion to overcome the difficulties in the translation of noun phrase in
business contracts from English into Vietnamese ………………………………………. 29
PART III: CONCLUSION
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3.1. Recapitulation
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3.2. Suggestions for further study …………………………………………………………….. 30
REFERENCES
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APPENDIX …………………………………………………………………………………………… 33
1
ACKNOWLEDGEMENT
During the process of fulfilling this graduation paper, I have received
many necessary assistances, precious ideas, and timely encouragement from my
teachers, family, and friends.
First of all, I would like to send my deep gratitude to Dr. Tran Thi Ngoc
Lien- the Dean of Foreign Language Department at Hai Phong Management and
Technology University, and also the supervisor of this graduation paper. Her de-
tailed comments and useful advice have helped me shape my ideas and realize
my aims. She has also provided me with many useful materials as well as en-
couraged and created favorable conditions for me to fulfill this research. There-
fore, it is an undeniable fact that this paper would have not been completed
without her invaluable support.
Secondly, I warmly thank all my friends for their encouragement and pre-
cious assistance throughout the process of writing the thesis. Their material and
spiritual support are the great driving-force for me.
Finally, I am greatly indebted to my parents, who have encouraged and
supported me throughout the process of completing this thesis.
Hai Phong, June, 2020
Student
Nguyen Thi Lan Anh
2
PART I: INTRODUCTION
1. Rationale
Different countries have different business cultures and languages. It is a
good idea to make sure we understand the meaning of a written contract to min-
imize the risk of misunderstanding.
As a student who learnt business English at school, I realized that under-
standing a business contract is quite important for us, especially for those who
want to enter the import-export fields. Many people find the trade law complex
and confusing. The contract will help the law more accessible and allow you
navigate it correctly.
It is extremely common for businesses to fall foul of the law because they
do not understand it, so a contract drafted by a specialist will ensure that you al-
ways stay on the right side of the law. When you understand what is written in
the contract, it will help you stay away from many risks and troubles.
The language of a contract is somewhat different from the language in
normal conversation. To understand it, we have to face with many specialized
words. As far as I am concerned, it is necessary for us to have a basic knowledge
of business contract if you want to enter in the present international economic
integration. Besides, this field is also my passion and my inspiration. It makes
me feel highly enthusiastic. That is the reason why I chose this topic for my
graduation.
2. Scope of the study
It is true that the scope of business contract fields is quite large, with vari-
ous features in content so it is really hard to deal with in a graduation thesis
scope. In the limited time, I would like to focus on one kind of business contract:
“joint venture agreement”. In the process of studying business English, I find it
really difficult in understanding and translating meanings of terms in general.
Because lots of terms are used with connected meanings, others are not the same
as what have been known in common texts. Thus, my study is towards to noun
3
phrases business contract. Hopefully, my research will partly help readers have a
general overview on the language of business contract in general and “joint ven-
ture agreement” in particular.
3. Aims of the study
The aim of my study is to identify methods to translate noun phrases in
business contract from English into Vietnamese. To fulfill that aim, the objec-
tives of this study paper will be as follows: finding different characteristics of
noun phrases in English joint venture agreement, identifying the appropriate
translation methods to be applied in the translation of noun phrases in joint ven-
ture agreement from English into Vietnamese.
4. Methods of the study
At the first time I began to study English, I found that English is the most
common used language in society. I have been trying my best to study for fur-
ther fields of English. Thanks to the knowledge and experiences which I gain
form my teachers as well as reference books, I had read in the process of learn-
ing English and completed my graduation books.
In this study paper, I will focus on two methods. The first method will be
qualitative analysis. This method will help to explain for translation strategies.
The second one is quantitative analysis which will help to know how often a
noun phrase appears in a contract.
5. Design of the study
The study is divided into 3 parts in which the third part is the most im-
portant. The first part: INTRODUCTION: writes about rationale, scope, aims,
methods, and design of the study. The second part: DEVELOPMENT consists
of two small parts which is related to the theoretical background of translation
and an investigation into the translation of noun phrases in business contract
from English into Vietnamese which also is the most important part. The last
4
part CONCLUSION, summarizes the study mentioned above and gives some
suggestion for further studies.
PART II: DEVELOPMENT
CHAPTER I: THEORETICAL BACKGROUND
1.1. An overview of translation
1.1.1. Definition of translation
Translation typically has been used to transfer from written or spoken SL
(source language) texts to equivalent written or spoken TL (target language)
texts. In general, the purpose of translation is to reproduce various kinds of texts
including religious, literary, scientific, and philosophical texts in another lan-
guage and thus making them available to wider readers.
If language was just a classification for a set of general or universal con-
cepts, it would be easy to translate from SL to TL. Furthermore, under the cir-
cumstances the process of learning a language would be easier than it is actually.
In this regard, Culler (1976) believes that languages are not nomenclatures and
the concepts of one language may differ radically from those of another, since
each language articulates or organizes the world differently, and language do not
simply name categories; they articulate their own. The conclusion likely to be
drawn from what Culler wrote is that one of the troublesome problems of trans-
lation is the disparity among languages. The bigger the gap between ST and TL,
the more difficult the transfer of message from the former to the later will be.
Therefore, there are various concepts of translation basing on the individual
views. And I have collected some of them: Translation is the communication of
the meaning of a source-language text by means of an equivalent target-
language text. [1] The English language draws a terminological distinction (not
all languages do) between translating (a written text) and interpreting (oral or
sign-language communication between users of different languages); under this
distinction, translation can begin only after the appearance of writing within a
language community. (Wikipedia), Translation is the expression in another
language (or target language) of what has been expressed in another source lan-
5
guage, preserving semantic and stylistic equivalences. (Dubois – 1973), Kate
(1968) defined interpreting as a form of translation in which: The source lan-
guage text is presented only once and thus cannot be reviewed or replayed, the
target language text is produced under time pressure, with little chance for cor-
rection and revision, translation is the interpretation of the meaning of a written
message or text in one language (TL) from another language (ST). The function
of translation is to make readers of the target text able to understand the seman-
tic and stylistic meaning of the source text; Translation is an act through which
the content of a text is transferred from the source language in to the target lan-
guage (Foster, 1958). According to Catford (1965), “Translation is the re-
placement of textual material in one language (SL) by equivalent textual materi-
al in another language, Nida (1969) states that translation consists of reproduc-
ing in the receptor language the natural equivalent of the source language mes-
sage, first in terms of meaning and second in terms of style, Larson (1984:3)
states that translation means transferring the meaning of the source language
into receptor language, Newmark states a further view towards the transferring
meaning in a translation. As he says (1988:5), Translation is rendering the
meaning of a text into another language in the way that the author intended the
text, Translation is to be understood as the process whereby a message ex-
pressed in a specific source language is linguistically transformed in order to be
understood by reader of the target language (Houbert -1998).
In a nutshell, we can simply define the definition of translation as a way
to transfer a language from its source language into the target language.
1.1.2. Translation methods
According to Koler (1979), translation can be divided into 7 types.
1.1.2.1. Word-for-word translation
This is often demonstrated as interlinear translation, with the target lan-
guage immediately the source language words. The source language word order
is preserved and the words translated singly by their most common meanings,
out of context. Cultural words are translated literally. The main use of word-for-
6
word translation is either to understand themechanics of the source language or
to construe a difficult text as presentation process.The mood also comes in the
cohesive level. The nouns and the adjectives used throughout the text make co-
hesion, the cohesion of such foregrounded elements gives the mood positive or
negative or neutral. The choice between words like pass away and dead indi-
cates the value of the person. This subtle difference in choice will make a trans-
lation good or bad.
After passing through all these minute details in the cohesive level, the
level of naturalness has to be ensured. We must ensure whether the translation
makes sense and if it reads naturally. This can be made out by disengaging our-
selves from the source text, by reading the translation as though no original text
existed. The naturalness has to be acquired by using most frequent syntactic
structures, idioms and phrases and words that are likely to appear in that kind of
stylistic context. The heart of translation theory is translation problem and the
translation theory broadly consists of a large number of generalities of transla-
tion problem.
E.g. Hanah was given present by her parents. (Hanah được tặng quà bởi
bố mẹ của cô ấy.)
1.1.2.2. Literal translation
The source language grammatical constructions are converted to their
nearest target language equivalents but the lexical words are again translated
singly, out of context. As a re-translation process, this indicates the problems to
be solved.
E.g. My father put all his whole life – working in this company (Cha tôi
đã giành cả cuộc đời mình để làm việc cho công ty này.)
1.1.2.3. Faithful translation
A faithful translation attempts to reproduce the precise contextual mean-
ing of the original within the constraints of the target language grammatical
structures. It ‘transfers’ cultural words and preserves the degree of grammatical
7
and lexical ‘abnormality’ (deviation from the source language norms) in the
translation. It attempts to be completely faithful to the intentions and the text re-
alization of the source language writer.
E.g. Tôi cho rằng bà ta sẽ không mua chiếc túi này. (I think that she won’t
buy this bag.)
1.1.2.4. Semantic translation
Semantic translation differs from ‘faithful translation’ only in as far as it
must take more account of the aesthetic value of the source language text, com-
promising on the ‘meaning’ where appropriate so that no assonance, word-play
or repetition jars in the finished version. Further, it may translate less important
cultural words by culturally neutral third or functional terms but not by cultural
equivalents. It may make other small concessions to the readership. The distinc-
tion between ‘faithful’ and ‘semantic’ translation is that the first is uncompromis-
ing and dogmatic, while the second is more flexible admits the creative excep-
tion to 100% fidelity and allows for the translator’s intuitive empathy with the
original.
E.g. I never hear or read the name of Yamouth but I am reminded of a cer-
tain Saturday on the beach. (Tôi không bao giờ nghe hoặc đọc đến tên Yamouth
mà lại không nhớ về một ngày thứ bảy nào đó trên bãi biển.)
1.1.2.5. Free translation
Free translation produces the matter without the manner, or the content
without the form of the original. Usually it is a paraphrase much longer than the
original. It is a type of translation so called ‘intralingual translation’, often prolix
and pretentious, and not translation at all.
E.g. Outside, the immense sea is a deep blue. In the shade of green coco-
nut trees, the building appears like a desert oasis. (Mặt biển bên ngoài xanh
mướt mát như chính màu xanh thăm thẳm qua bao năm, còn bên trong, nép dưới
những tán dừa xanh là những ngôi nhà trên ốc đảo sa mạc hoang vắng.)
8
1.1.2.6. Idiomatic translation
Idiomatic translation reproduces the ‘message’ of the original but tends to
distort nuances of meaning by preferring colloquialisms and idioms where these
do not exist in the original.
E.g. Don’t just judging the book by its cover. (Đừng có chỉ đánh giá ai đó
từ vẻ bề ngoài của họ.)
1.1.2.7. Communicative translation
Communicative translation attempts to render the exact contextual mean-
ing of the original in such a way that both content and language are readily ac-
ceptable and comprehensible to the reader.
E.g. Safety. In the United States, the Food and Drug Administration ap-
plies strict controls before authorizing the launch of a new drug on the American
market. (Sự an toàn. Ở Mỹ, cục quản lý Dược và Thực Phẩm áp dụng sự kiểm
soát nghiêm ngặt trước khi cho phép đưa ra thị trường Mỹ một sản phẩm dược
mới.)
1.1.3. Equivalence in translation
There are some definitions of equivalence I have found out on the Internet:
Translation equivalence occurs when an SL [source language] and TL [target
language] texts or items are related to (at least some of) the same relevant fea-
tures of situation substance, Equivalence –oriented translation is a procedure
which replicates the same situation as in the original while using completely dif-
ferent wording (Vinay and Darbelnet), translation equivalence exists between
forms in a source language and a target language if their meaning matches. In
other words, translation equivalence should answer the question: “what do the
speakers of this language actually say to express the desired meaning?” (Wayne
Leman), Equivalence, when applied to the issue of translation, is an abstract
concept and actually refers to the equivalence relationship between the source
text and the target text. (Asian social science)
9
The comparison of texts in different language inevitably involves a theory
of equivalence. According to Vanessa Leonardo “ Equivalence can be said to be
the central issue in the translation although its definition, relevance, and ap-
plicability within the fields oftranslation theory have caused hearted controversy,
and many different theories of the concept of equivalence have been elaborated
within the past fifty years.
1.1.4. Classification of equivalence
1.1.4.1. Based on Kotler’s classification
Kotler (1979) considered 5 types of equivalences. They are Denotative
equivalence. This is related to the extra linguistic circumstances conveyed by the
source text, Connotative equivalence. This is related to lexical choices, especial-
ly between near-synonyms. The connotative values are conveyed by the source
text via the mode of verbalization. Text-normative equivalence: this is related to
parallel texts in the target language. In other words, it aims at following the
norms and patterns required by each text or by each language in a variety of
communicative situations, Pragmatic equivalence. This is oriented towards the
receiver of the text or message, and tries to create a given effect on the TL re-
ceiver in the same way the source language does on the source language receiver.
This resembles Nida’s dynamic equivalence, formal equivalence. Unlike Nida’s
formal equivalence this type of equivalence is related to the form and aesthetics
of the text including word plays and the individual stylistic features of the ST.
This is achieved by creating an analogous form in the TL, using the possibilities
of the target language in relation to its forms or even creating new ones.
1.1.4.2. Based on Nina’s theory
According to Nina, equivalence was divided in to 2 kinds: Formal corre-
spondence ‘focuses attention on the message itself, in both form and content’,
unlike dynamic equivalence which is based upon ‘the principle of equivalent ef-
fect’ (1964:159). In the second edition (1982) or their work, the two theorists
provide a more detailed explanation of each type of equivalence. Formal corre-
spondence consists of a TL item which represents the closest equivalent of a SL
10
word or phrase. Nida and Taber make it clear that there are not always formal
equivalents between language pairs. They therefore suggest that these formal
equivalents should be used wherever possible if the translation aims at achieving
formal rather than dynamic equivalence. The use of formal equivalents might at
times have serious implications in the TT since the translation will not be easily
understood by the target audience (Fawcett, 1997). Nida and Taber themselves
assert that ‘Typically, formal correspondence distorts the grammatical and stylis-
tic patterns of the receptor language, and hence distorts the message, so as to
cause the receptor to misunderstand or to labor unduly hard’ and Dynamic
equivalence is defined as a translation principle according to which a translator
seeks to translate the meaning of the original in such a way that the TL wording
will trigger the same impact on the TC audience as the original wording did up-
on the ST audience. They argue that ‘Frequently, the form of the original text is
changed; but as long as the change follows the rules of back transformation in
the source language, of contextual consistency in the transfer, and of transfor-
mation in the receptor language, the message is preserved and the translation is
faithful’.
1.2. An overview of business contract
1.2.1. Definition
A contract is a legally binding agreement which recognises and governs
the rights and duties of the parties to the agreement. A contract is legally en-
forceable because it meets the requirements and approval of the law. An agree-
ment typically involves the exchange of goods, services, money, or promises of
any of those. In the event of breach of contract, the law awards the injured party
access to legal remedies such as damages and cancellation.(wikipedia) Taking
about contract, It is impossible not to talk about its elements.There are the fol-
lowing elements of a contract. The first one is Agreement. We can define the
agreement when the person to whom the proposal is made signifies his assent
thereto, the proposal is said to be accepted. A proposal when it is accepted be-
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comes a promise. Thus, an agreement is a promise or set of promises. A promise
comes into existence when one party makes a proposal or offer to other party
and that promises must form consideration to each other. The following are the
characteristics of the agreements: Plurality of persons: there must be two or
more persons to make an agreement because one person cannot enter into an
agreement with himself and Consensus ad idem: it means that both the parties to
an agreement must agree about the subject matter of the agreement in the same
sense and at the same time. The term consensus means identity of minds. Unless
there is consensus ad idem, there can be no contract. There are two types of
agreements: Social Agreements: these agreements are social in nature and do not
enjoy the benefits of law. These agreements are not enforceable because they do
not create legal obligation. In such agreements the parties do not intend to create
legal relationship and Legal Agreement: these are the contracts because they
create legal obligation between the parties. In these agreements the parties in-
tend to create legal relationship. In business agreements it is presumed that the
parties intend to create leagal relationship so all business agreements are con-
tracts. The second element will be Enforceability. Enforceability is the second
requirement of contract. An agreement is enforceable if it is recognized by court.
In order to be enforceable by law, the agreement must create legal obligation be-
tween the parties. If an agreement does not create legal obligation, it is not a
contract.
1.2.2. Essential Elements of a Valid Contract
The essential elements of the contract are as under: Offer and Acceptance:
For an agreement there must be a lawful offer by one party and lawful ac-
ceptance of that offer from the other party. The term lawful means that the offer
and acceptance must satisfy the requirements of the contract Act. The offer must
be made with the intention of creating legal relations, otherwise there will be no
agreement, Legal Relationship: The parties to an agreement must create legal
relationship. It arises when parties know that if one of them does not fulfill his
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part of promise, he shell be liable for the failure of the contract. Agreements of a
social or domestic nature do not create legal relations and so cannot give rise to
a contract. It is presumed in commercial agreement that parties intend to create
legal relations.
Business contract : is a legal agreement between you and another party,
and may be used in situations where services are rendered for a fee or specific
duties are required to be performed. To be legally valid, a contract must contain
several key elements.
Business contracts require several elements, including: The parties:
“Parties” to the business agreement are those who are involved. These parties
must be listed by name, which may mean the legal name of the business they
operate under, and whether they are a customer or a vendor,Signing authority: If
the signatories do not have the legal authority to sign the contract on behalf of
named parties, then the contract may not be valid or enforceable,Considerations:
This term refers to what each party means to gain from signing the contract, and
it can be payment, services or goods,Receipt: Each party must receive a signed
copy of the contract for their records,Main terms of the agreement: These
contractual terms need to be very specific to protect both parties’ interests. What
services are to be performed, at what price, by when, under what circumstances
and with what intended results? Additional terms: Beyond parties,
considerations and deadlines, some terms affect the execution and success of
delivering on the agreement. They include particulars about whether the contract
can be terminated, by whom and under what circumstances. Additional terms
may include whether the agreement can be transferred to or assumed by another
party, and how disputes will be negotiated, such as through arbitration or
mediation. Many other factors can be spelled out, too, such as under which
state’s laws the contract is to be enforced, what legal mailing addresses and
contacts are to be used, compensation for breaching and whatever other terms
either party may require, Date: Finally, the contract must have a date on which it
was signed.
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1.2.3. Types of business contract
General business contracts cover topics related to a business’ structure and
how stakeholders are protected. Common general business contracts include:
Partnership agreement — outlines the relationship between business partners
and their obligations and contributions to the business, Indemnity agreement —
part of the contract in which an individual agrees to indemnify, or compensate,
another person for damages stemming from an agreement; for instance, a kennel
owner’s indemnity agreement might prevent lawsuits if a dog is hurt by another
animal at the kennel, Nondisclosure agreement — provides business owners
with legal protections if a supplier, vendor, independent contractor, service
provider, or employee shares confidential information about the company;
always sign a nondisclosure agreement when collaborating with others,
Franchise agreement — outlines the relationship between a franchisor and
franchisee, Advertising agency agreement — establishes the job scope
performed by the agency with regard to payment and duration, among other
things, Settlement agreement — contract between two parties to end a lawsuit if
certain concessions are met, which usually means paying cash to the plaintiff,
Release — typically refers to a liability release, which means customers
assume some risk, Assignment of contract — a legal benefits and obligations
transfer from one party to another , Stock purchase agreement — agreement to
sell certain stocks to a specified individual , Joint venture agreement —
outlines the goals, obligations, and financial contributions of parties involved in
a joint business venture, Agreement to sell business — a contract documenting
the terms of a business sale, Licensing agreement — required if you have a
licensed product to sell , Promissory note — essentially an IOU that
memorializes a loan and repayment requirements.
1.2.4. Characteristics of joint venture agreement
A simple contract is an agreement made by two parties. This agreement
can be an oral or a written one. There must be an offer, a consideration and an
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acceptance to make it worth or valid. Even if the document is not legally drafted
by a lawyer, it can still land you in court if there is a breach of contract. Judges
encourage you to have a written simple contract rather than a verbal one, as it
will be hard to provide evidence of its existence. The characteristics of a
contract include : Offer and Acceptance: The offerer is the party who makes the
offer and the offeree is the person that the offer is being made to. This contract
can be made in the name of a business, a sole proprietor or a limited liability
partnership, Consideration: This is the value given by one party to another in
exchange for the service or product. It can be money or another type of benefit.
Without consideration people generally don’t enter into a simple contract,
Capacity to enter into a contract: Both parties should be capable of consent,
otherwise the contract will be void. Parties to the contract must be 18 years old
or over, of sound or stable mind, not under the influence of drugs or alcohol and
not incarcerated. For example, an adult cannot enter into a contract with a minor
or a person cannot make an agreement with a mentally ill or addicted individual.
Terms: It is highly recommended to do a written contract. So, in case of a
breach of contract, you have a physical copy, and the suffering party will be
protected. The simple contract must include the terms and condition that each
party must abide by. It should include details regarding services, money, dates,
time frame and all clauses. For example, an agreement between a tenant and a
landlord, the tenant pays the landlord a certain amount of money over a fixed
period of time while the landlord provides a property for the tenant to live in,
Breach of contract: This occurs when one party defaults on his/her part of the
agreement. If one of the parties does not follow the terms then the other party
may sue him/her for damages. A judge can reward a compensation to the injured
party, if enough evidences are provided. For example, two people agree on a
verbal simple contract that one person will remove the snow from the other’s
drive way and curb and the second one agrees to pay for it. However, after snow
removal the other party refuses to pay. They talk and argue with each other.
Now the person who removed the snow sues the other party, but as it was an
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oral simple contract, it is much more difficult to prove it to a judge,Contract
Termination: A contract may be ended for many reasons : Both parties perform
their obligations,Because of natural calamities, By mutual consent from both
parties, By frustration: if one of the party dies or gets prolonged sickness and
become unable to fulfill their end of the agreement.
For small matters, people don’t like to get tied up in legal contracts. But
always try to get a dated, timed, signed and detailed written simple contract
when it is beneficial to both parties.
1.3. Terms
1.3.1. Definition
Terms can be understood as the words or phrases used to describe a thing
or to express a concept, especially in a particular kind of language or branch of
study. ( By Oxford dictionaries )
1.3.2. Terms in joint venture agreement
Joint venture agreement are often used in situations where a project needs to be
completed by meeting specific guidelines or when a business “outsources” work
by hiring freelancers or consultants. A contract serves to protect the interests of
all parties involved by ensuring that work is completed on time and that workers
are properly compensated for their efforts. Contracts contain a variety of specific
terms that must be fulfilled. The number and types of terms can vary, although
some terms are fairly standard. These are some of common terms often
appearing in business contract : Abeyance (sự đình chỉ )— Momentary
suspension of activity, Abscond ( bỏ trốn, trốn tránh pháp luật )— To run away
to avoid prosecution, Accord and satisfaction ( — An agreement that puts an end
to obligations and settles a legal dispute between two or more entities,
Acquiescence — An intentional or unintentional action or inaction that legally
binds a person to an obligation, Bad faith — Plan to take advantage of by
deceit,Bid — The offer a supplier makes, for consideration, to provide services
or goods, Bill of material — A list of a product’s component parts and materials,
Boilerplate — Standard clauses used generally as a type of template for
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contracts, Breach of contract — The failure of a party to satisfy the terms or
conditions of a contract, Call-off agreements — Canceled contracts, Collateral
— Property put forth to guarantee a loan, Copyright — The legal and assignable
right an originator has, for a fixed number of years, to claim exclusive
ownership of and take credit for an intellectual property, Conditions: Provisions
in a contract that deal with the certain events happening or not happening.
Conditions are like triggers that, when pulled, cause some other part of the
contract to come into effect, Consideration: A benefit or right that the parties to
a contract exchange with each other in order to form the contract. Consideration
can be a promise to do something (such as a promise to pay money or to lease
your office space) or a promise not to do something (a promise not to lease your
office space to your neighbor’s biggest competitor), but whatever the parties
exchange with each other, each party’s consideration must be something of
value to it, Debt — An amount of money, goods, or services owed, Debtor — A
person who borrowed money, goods, or services from another person known as
the creditor, Debriefing — Explaining to an unsuccessful bidder why they were
not awarded a contract, Damages: A type of remedy for a party’s breach of a
valid contract. Damages usually involve an award of money to the injured, non-
breaching party, Employment contract — A legally binding agreement between
an employer and an employee, End-user — Consumer, Enquiry — An invitation
to suppliers to bid according to specification, Force Majeure — A clause that
excuses a party when they fail to do their contractual duties owing to
circumstances beyond their control, Franchise — A commercial agreement,
which allows one party to do business with the product, property, or business
name of another party, Guarantee — An agreement that allows one party to
provide assurance of a second party’s loan duty to a third-party, Invitation to
treat — A call for quotation issued by a buyer, Intellectual property rights —
The exclusive, legal rights of the originators of intellectual properties, Joint
venture — An agreement that allows two or more independent businesses to run
a common business, share its costs, profits, and losses, Liability — The
