Reviewing a contract drawn up in more than one language
The Law Office of Ali Barakat reviews contracts drawn up in more than one language when two versions are to be relied on in a single file, most often in Arabic and English. The work is not a translation of the text from one language into another. It is a legal review: whether the two versions state the same bargain, which language may be relied on if they differ, and whether the contract observes what Iraqi law requires in that setting.
This field covers when that review is called for, what is examined in the file, what Labour Law requires if the instrument is a contract of employment, and how an electronic signature is treated if the file is digital. Drafting the original contract — as opposed to comparing two language versions — is the subject of preparing a contract.
When does a review of both versions arise?
The question usually arises in a contract with a foreign party, in a contract between a foreign company's branch and a supplier, landlord or worker in Iraq, or in a franchise or supply agreement first drawn up in English and then accompanied by an Arabic version. A discrepancy is not a matter of style. It may change the subject of the obligation, a time limit, the forum for resolving a dispute, or the governing law.
The first questions are whether the parties have agreed which language prevails if the versions conflict, and whether that agreement is effective within the Iraqi rules that apply to that contract. The page on governing law and language develops this at the drafting stage. The review described here comes after two drafts already exist, or after one version has been signed and the other is later relied on.
What is examined in the file?
The complete file is requested: both versions, the annexes, the schedules, any later amendment, and any reference to general conditions that exist in only one language. Obligations are compared clause by clause: the subject-matter, the price or consideration, the term, the grounds for termination, any agreed compensation, security, jurisdiction, and the method of notice.
If a difference would change the legal effect, the passage is marked and its effect is explained. A phrase in one version is not substituted for a phrase in the other unless the parties know that they are amending the bargain. The review may end with a recommendation that the two versions be aligned, that a governing language be stated in clear terms, or that a clause whose meaning has diverged be redrafted.
If the instrument is a contract of employment
Labour Law No. 37 of 2015 makes Arabic the approved language of all labour relations, contracts, records and documents, and adopts Kurdish alongside Arabic in the Kurdistan Region. Article 16 provides that a document drawn up in a foreign language may not be relied on against the worker even if it bears the worker's signature.
So if the file is a contract of employment for a person working in Iraq, a signed English version is not enough. The Arabic version — and the Kurdish version if the work is in the Region and that language was used — is reviewed so that what is relied on against the worker conforms to the statute. Whether an instrument is a professional-services contract or a contract of employment is a separate question, explained on consultancy or employment.
Rules of interpretation when the versions differ
Article 155 of the Iraqi Civil Code states that in contracts regard is had to intentions and meanings, not to words and forms, while the default remains that words bear their literal meaning unless that is impossible. Article 157 adds that an implication carries no weight against an express statement, and article 158 that giving effect to words is preferred to disregarding them. So where the English version states something expressly and the Arabic is silent, or the reverse, the clause is not discarded merely because of the language gap; the first question is whether both wordings can be given effect together before one is preferred.
Article 163 treats what is known by custom as if it were stipulated, and what is known among merchants as stipulated between them, which matters for international trade terms used in English with no fixed Arabic equivalent. Article 166 provides that doubt is resolved in favour of the debtor, while in adhesion contracts paragraph 3 of article 167 prevents an ambiguous phrase from being construed against the adhering party, even if that party is the creditor. Under article 150 the contract is performed according to its contents and in the manner good faith requires, and it extends to what is incidental to it under the law, custom and equity.
A discrepancy may reach the formation of the contract itself. Article 86 treats acceptance as matching the offer only if the parties agree on every essential matter they negotiated. If the price or the subject of the obligation appears in conflicting forms in the two versions, the first question is whether agreement on that matter was reached at all, before asking which language prevails.
Governing law, form, and place of conclusion
Article 25 of the Civil Code provides that contractual obligations are governed by the law of the parties’ common domicile if they share one, and otherwise by the law of the state where the contract was made, unless the parties agree, or the circumstances show, that another law is intended; contracts concerning immovable property are governed by the law of its location. Article 26 subjects the form of contracts to the law of the state where they were made. The governing-law clause in each version is therefore compared word for word, because a difference there changes the legal system through which the rest of the contract is read.
Where a contract is signed by exchange of correspondence between two countries, article 87 treats a contract between absent parties as made at the place and time at which the offeror learns of the acceptance, unless an agreement or a provision of law says otherwise. Article 88 treats a contract made by telephone or similar means as made between parties present as to time and absent as to place. The place of conclusion affects the law governing form and jurisdiction, so the file records which version was sent first and which was accepted.
Electronic contracts and signatures
If the file is digital, it is read with the Electronic Signature and Electronic Transactions Law No. 78 of 2012: the evidential force of an electronic signature and the conditions of an electronic transaction are taken from the official text, not from a translation. An electronic signature on an English version does not, by itself, cure a discrepancy with an Arabic version that was not signed, or that does not match it. The general rules are on electronic contracts and signatures.
Article 4 of that Law treats an electronic signature as valid and as issued by the signatory where there are means to identify the signatory and show approval of the document’s content, and gives it, in civil, commercial and administrative dealings, the evidential force of a handwritten signature if the conditions of article 5 are met: certification by the certifying body, a link to the signatory alone, an electronic medium under the signatory’s sole control, and detectability of any alteration. Article 3 excludes from the Law personal status matters, the creation of wills and waqf, dispositions of immovable property other than leases, and transactions for which the law prescribes a particular form. A sale of real property drawn up in two languages and signed electronically therefore does not transfer ownership, because registration at the Real Estate Registration Directorate (دائرة التسجيل العقاري) is what transfers it.
Limits of the review
The review is a legal opinion on a written bargain; official certification of a translation is a separate path. If the contract concerns a public tender, a foreign branch or a commercial agency, the constraints of the special legislation on that path are also reviewed, each on its own page.
Legal basis and sources
- Iraqi Civil Code No. 40 of 1951 (Official Gazette No. 3015 of 8/9/1951)
- Labour Law No. 37 of 2015 (Official Gazette No. 4386 of 9/11/2015)
- Electronic Signature and Electronic Transactions Law No. 78 of 2012 (Official Gazette No. 4256 of 5/11/2012)
Frequently asked questions
Is review of a bilingual contract simply a linguistic rendering of the text?
No. The review examines the effect of the clauses under Iraqi law and looks for a difference of legal effect between the two versions; rendering text from one language into another is a separate linguistic task.
If a worker signed only the English version, may it be relied on against the worker?
Article 16 of Labour Law No. 37 of 2015 does not allow a document drawn up in a foreign language to be relied on against the worker, even if it is signed. The Arabic version (and the Kurdish version in the Region where that is required) is reviewed.
What if the two versions differ on how a dispute is to be resolved?
The discrepancy is marked and its effect on the bargain is explained. One version is not chosen in place of the other without the parties' knowledge.
Is an electronic signature enough for a lease drawn up in two languages?
Leases of immovable property are carved out of the exclusion in article 3 of Electronic Signature Law No. 78 of 2012, so they fall within it, and the signature has evidential force if the conditions of article 5 are met.
Which law governs a contract between an Iraqi company and a foreign party if both versions are silent?
The law of the common domicile if the parties share one, and otherwise the law of the state where the contract was made, unless the circumstances show that another law is intended, under article 25 of the Civil Code.