Nov 17, 2012 16:47
11 yrs ago
395 viewers *
Spanish term

REUNIDOS De una parte ... Y de otra parte

Spanish to English Law/Patents Law: Contract(s)
Sorry if this is long-winded but I'd like to settle this formula once and for all, so I'm hoping colleagues who translate agreements for Spain can set me straight on this format. I have seen the ProZ glossary entries but part of my problem is that the preamble doesn't begin with the title of the agreement, but if it did, I'd prefer to say something like "Sponsorship Agreement made by and between", and then simply name the parties.

I have found translations (see below) of agreements using the same or similar formats but I'm not convinced.

The format of my document is as follows:
"[date]
REUNIDOS

De una parte, XXX y XXX, mayores de edad, de nacionalidad española, con DNI núms. XXX y XXX, respectivamente, y con domicilio a estos efectos en AAA.

Y asimismo, XXX, y XXX, mayores de edad, de nacionalidad española, con DNI núm. XXX y DNI núm XXX, respectivamente, con domicilio a estos efectos en AAA.

Y de otra parte, YYY y YYY, mayores de edad, con domicilio a estos efectos en BBB, y provistos, respectivamente, de DNI números XXX y XXX


INTERVIENEN

XXX y XXX, en nombre y representación de la sociedad XXX S.L. (en adelante, “XXX”), con domicilio en AAA y C.I.F núm. X-XXX, en sus calidades de Presidente y Consejero, respectivamente.

XXX, y XXX en nombre y representación de la entidad XXX, (en adelante, “XXX”), en sus calidades de Director General y Director de Gabinete de Presidencia respectivamente, actuando en uso de las facultades conferidas mediante escrituras de poder otorgadas ante el Notario de XXX XXX, en fecha XXX y XXX, con número de Protocolo XXX, y XXX respectivamente, con domicilio en XXX y C.I.F núm. XX.

YYY y YY actuando ambos en nombre y representación de la mercantil YYY, S.A. (en adelante, “YYY”), con domicilio social en XXX, en su calidad respectiva de Procuradores de la entidad.


Todas las partes con el carácter y representación en que respectivamente intervienen, se reconocen la capacidad legal necesaria para contratar y obligarse en derecho y a tal efecto

EXPONEN

I.- Que XXX. es una entidad deportiva, titular de su propio derecho de imagen institucional, incluyendo los derechos de explotación comercial de la misma."

Here's a translation of this formula
APPEARING

On the one hand Mr. Miguel Angel Jimenez de Velasco-Mazarlo
...
And on the other hand
http://www.sec.gov/Archives/edgar/data/1257803/0000950123040... ¿

Some EUR-Lex documents treat this differently and I'm inclined to agree with those that don't translate it at all:

ACUERDO
de Cooperación Científica y Tecnológica entre la Comunidad Europea y el Gobierno del Reino Hachemí de Jordania
Reunidos, ***de una parte***,
la Comunidad Europea (en lo sucesivo denominada «la Comunidad»),
***y de otra***

AGREEMENT
on Scientific & Technological Cooperation between the European Community and the Government of the Hashemite Kingdom of Jordan
The European Community, (hereinafter referred to as the "Community") ***on the one part***,
And
The Hashemite Kingdom of Jordan (hereinafter referred to as "Jordan"), ***on the other part***,

http://eur-lex.europa.eu/Notice.do?mode=dbl&lang=en&lng1=en,...

Here's one where they haven't translated it, i.e. they just name the parties and use "and":

ACUERDO de asociación en el sector pesquero entre la Comunidad Europea y la República de Guinea
Reunidos, ***de una parte***
LA REPÚBLICA DE GUINEA, en lo sucesivo denominada «Guinea»,
***y de otra***
LA COMUNIDAD EUROPEA, en lo sucesivo denominada «la Comunidad»,

FISHERIES PARTNERSHIP AGREEMENT between the Republic of Guinea and the European Community
THE REPUBLIC OF GUINEA, hereinafter referred to as "Guinea",
***and***
THE EUROPEAN COMMUNITY, hereinafter referred to as "the Community",
hereinafter referred to as "the Parties",

http://eur-lex.europa.eu/Notice.do?mode=dbl&lang=en&lng1=en,...

Here's another that uses the "APPEARING ON THE ONE HAND:" formula (which I don't like) http://www.sec.gov/Archives/edgar/data/1257803/0000950123040...

BTW, for " INTERVIENEN" I've used "THE PARTIES APPEAR IN THE FOLLOWING CAPACITIES" as they are exactly the same parties named under " REUNIDOS" but with their corresponding capacities.
and for "EXPONEN" I've use our old friend FVS' formula
http://www.proz.com/kudoz/spanish_to_english/law:_contracts/...

Your suggestions are appreciated!

Discussion

Richard Hill (asker) Nov 18, 2012:
Thanks all! I went with Rod's answer as its closer to my original and actual translation and my point of view. I actually did use "BY AND between" and not just "between" as suggested by Rod, and for "standard" agreements I much prefer to simply name the parties and use "AND".

I would add that other suggestions and points of view here are valid and would work well in other situations. Thanks to everyone for your contributions.
Richard Hill (asker) Nov 18, 2012:
Of course I agree that you can't overly condense and simplify "over-flowery legalese" in translation but I do attempt to do so to a certain extent, which I suppose is born out of 12 years translating mostly Mexican legal stuff, which was definitely a challenge at first since the Mexican courts are old-school to say the least and far from ready to modernize their language, but at least the current generation of lawyers here is cottoning on to the use of more straight-forward language in drafting agreements and contracts.
AllegroTrans Nov 18, 2012:
"Plain English" is fine but beware of re-writing the contract - it is tempting to eliminate over-flowery legalese at times, but it's not a translator's job! Rich, your ref. I also found several months ago and it is indeed good, and I have used the principles when drafting in English. You can't, sadly, transfer all of those principles to translating.
Helena Chavarria Nov 18, 2012:
@ Everyone Exactly. I also use 'by and between' but Rich's example is identical to many agreements I have had to translate and because a long tine ago I was told that in the case of legal texts I should respect the original wording as far as possible, neither adding nor eliminating anything, I tend to keep to the original. If the parties are reunidos, they are present. As for repeating the words 'party' and 'parties' so often, I'm afraid I don't like it. However, I always claim that I'm not a lawyer and I really don't know the 'correct' translation. But, as I stated earlier, no one has ever complained about my legal translations.
Richard Hill (asker) Nov 18, 2012:
continued... This is the first time I've translated a "standard" agreement from Spain, and I hope the solutions offered (for the "Reunidos", "Intervienen" and "Exponen" sections) in my translation fit the bill, and that the version for the English-speaking sponsor will be "perfectly" acceptable, and I think I'd be happy using these solutions for other "standard" agreements, under similar circumstances, although, more than likely not for EU legislation and the like. And one thing I will always continue with, is simplifying (not dumbing down) legalese, where possible.

BTW, I came across this which may be a good read: The Party of the First Part: The Curious World of Legalese http://www.amazon.com/The-Party-First-Part-Legalese/dp/08050...

Cheers all!
Richard Hill (asker) Nov 18, 2012:
continued... Charles; as to you point about "Reunidos" being followed by representatives' data (DNI, etc.), this is so in this case, and as far as I can gather, in many standard agreements from Spain, there are three sections before the clauses: "Reunidos", "Intervienen" and "Exponen", and, in this case, under " Intervienen", the same parties appear as mentioned under "Reunidos", this time naming the companies they represent, their positions in said companies and their corporate domiciles and CIF numbers, so I went with "The parties appear in the following capacities", similar to a Proz suggestion (not the chosen answer) here, http://www.proz.com/kudoz/spanish_to_english/law:_contracts/... and for "Exponen" I used "Recitals" ("whereas" would also work), as suggested by our old friend FVS http://www.proz.com/kudoz/spanish_to_english/law:_contracts/... . These three sections are very short and the main body of the agreement is, of course, the clauses, where I'm happy to say, standard legal language was used throughout.
Richard Hill (asker) Nov 18, 2012:
Tom and Charles et al. :) I for one am interested in continuing this, especially as I think it raises some interesting questions and although there may be no one-size-fits-all solution, it may lead to a workable solution for "standard" agreements.

Of course "by and between" is not an accurate translation of "reunidos", but I personally used "agreement made by and between" and I wonder if an agreement can be "made" without the "presence" of the parties and/or their representatives?

Tom, as to the readership, it's a sponsorship agreement between a Spanish football club and a sponsor (from an English speaking company), so it was obviously drafted by the Spanish party and the translation is obviously for the English sponsor, so I think what needs delivering here (and I think this is the case with many agreement translations), is a translation in a using typical format and language consistent with agreements drafted in English, insofar as possible.
Charles Davis Nov 18, 2012:
(continued) Generally people seem to translate “Reunidos” as “By and between” because they always have and no one has complained, or because nearly everyone else does so, or because contracts drafted in English usually begin that way and never seem to begin “Assembled” or whatever. “Assembled” is a linguistically accurate rendering, but is it funcionally accurate (that is, is it legally equivalent)? More to the point, is “By and between”, which doesn’t literally mean “Reunidos”, functionally inaccurate?

The parties to contracts are usually legal persons, such as companies, and they are actually signed by the parties’ legal representatives. Now, “By and between” is usually followed by the names of the parties. So is “Reunidos”, sometimes (such as the European Union in Rich’s example, and one can find others from within Spain), but usually it is followed by the names of the representatives, with their DNI numbers and addresses. These representatives execute the contract, but they are not, strictly, the parties. So can we say that the contract is “by and between” the representatives? Or does it depend on some other factor? Never mind for now whether “by and” is redundant.
Charles Davis Nov 18, 2012:
Reunidos I doubt anyone feels like continuing this, but I am not happy. Never mind about “de una parte”, etc. for the moment. What about “Reunidos”?

The same thing happens with this every time it comes up. Here are the three main previous questions:

1. http://www.proz.com/kudoz/spanish_to_english/law_patents/755...
2. http://www.proz.com/kudoz/spanish_to_english/law:_contracts/...
3. http://www.proz.com/kudoz/spanish_to_english/law:_contracts/...

The overwhelming majority view is that “Reunidos” should be translated “By and between”. But voices are raised in favour of “Assembled” (or some synonym like “Convened” or “Present”), and in question 3 “Assembled” was chosen and made it into the glossary. Most people disagreed with this, and some were very annoyed about it.

Here we are again: “By and between” is the majority choice. But Tom, a barrister and very experienced lawyer, says it should be “Assembled”, on the grounds that it indicates that the persons named were present, and that makes me wonder.

(continued in next post)
Adrian MM. (X) Nov 18, 2012:
Legal Guide To Mother Goose: US target readership You haven't mentioned the target readership, Rich.

'of the first and second part' is right for the US store.westlaw.com/pdf/perspec/fall20011.pdf but not for the UK if there are just 2 parties.

I've already mentioned the BrE and AmE divide.

'Two parties: of the one and other part (UK); of the first and second part (US).'
Richard Hill (asker) Nov 18, 2012:
Jack and Jill went up the Hill ''The party of the first part hereinafter known as Jack, and the party of the second part hereinafter known as Jill, ascended or caused to be ascended an elevation of undetermined height and degree of slope, hereinafter referred to as 'hill! .. D. Sandburg, The Legal Guide To Mother Goose 7 (1978).
James A. Walsh Nov 17, 2012:
Hearin' ya! But hey! It's legalese, aka, the practice of routinely sounding explicitly ridiculous!
Charles Davis Nov 17, 2012:
That's it! That's why I find it hard to take "the party of the first part" seriously; I always hear it in that accent.

"You should have come to the first party. We didn't get home till around four in the morning."
James A. Walsh Nov 17, 2012:
Ha! The pa'dy of the foist pa't, and the pa'dy of the second pa't :)
You've gotta love those cats!
Richard Hill (asker) Nov 17, 2012:
jmleger Nov 17, 2012:
Just remember... There is no sanity clause
Robert Mavros Nov 17, 2012:
Classic
Richard Hill (asker) Nov 17, 2012:
LOL That's hilarious. Thanks!
Richard Hill (asker) Nov 17, 2012:
Shame there's no "one-size-fits-all formula" I was hoping to find from translators with more experience with contracts from Spain, and although there is no one formula, I also agree with Rod who says "I believe in keeping it simple in accordance with the trend towards 'plain English' in legal writing".
Robert Mavros Nov 17, 2012:
I only use as party of the first part and as party of the second part at the beginning. As an "introduction" of by and between. I don't use it afterwards in the remainder of the text.
Richard Hill (asker) Nov 17, 2012:
Before posting my provisional translation was AGREEMENT MADE BY AND BETWEEN

MR XXX and MR XXX, both of legal age and Spanish nationality, with National Identity Card ...

Together with, MR XXX and MR XXX, both of legal age and Spanish nationality, with ...

And the other party, MR XXX and MR XXX, both of legal age, with domicile...

Using "Together with" to show they form one (the first) party, and using "And the other party" to separate the parties into two.

Although "As party of the.." is widely used, I can't say I'm a fan.

e.g. "The said party of the second part shall pay to the party of the first part, whenever he shall negotiate, sell, or place said mines to any assignee of the said party of the second part, forty-five thousand dollars ($45,000), and in addition thereto"
http://supreme.justia.com/cases/federal/us/203/120/

Thanks to everyone for your input :)
Helena Chavarria Nov 17, 2012:
I agree with Charles and Robert I also have a series different formulas and I choose the one which I feel is most appropriate. And here was me hoping I would find the perfect solution... :-(
Robert Mavros Nov 17, 2012:
Totally agree with Charles. Use the best one that fits your contract. I don't always use the same terms; there are different possibilities. Use whichever one best suits the document you are translating at that moment in time depending on what appears before and after.
Charles Davis Nov 17, 2012:
@ Rich For what it’s worth (which is not much), I use “by and between” for “reunidos”, and I would add “(an) agreement” or “(a) contract” before it if there is nothing before “reunidos” in the original, otherwise it doesn’t really make sense. For “de una parte” and “de la otra parte”, I use “on the one hand” and “on the other hand”, before the names.

But my point, really, is that settling this once and for all is a vain hope. All you’re going to get is the preferences and practices of whoever happens to tune in today. There is no single right way of doing these things. I have to confess that “the party of the first part/second part” always reminds me of the Marx Brothers, but I can’t see that there’s anything wrong with it if you like it. Our vastly experienced legal colleagues who’ve done thousands of contracts don’t all do things the same way as each other, as we see constantly on this forum. They just decide what suits them and do it every time. Who’s to say which is better? I’m not saying that anything goes, but there is a legitimate range of options. So I’m not going to vote on this one.
Robert Mavros Nov 17, 2012:
I would say: As party of the first part A and B... And as party of the second part C
Richard Hill (asker) Nov 17, 2012:
The party of the first part Hadn't seen this before. In my document "De una parte, XXX y XXX" and "Y asimismo, XXX, y XXX" are one party; and "Y de otra parte, YYY y YYY," is the other party. So according to this formula would "Y asimismo, XXX, y XXX" be "The party to the first part" and "Y de otra parte, YYY y YYY," simply "The other party"?
Richard Hill (asker) Nov 17, 2012:
Unfortunately not There is no mention of the agreement until later on. Strange I know, as in other similar formats, there invariably is. Thanks Lorena :)
lorenab23 Nov 17, 2012:
Question At the very top of your document, does it say "Agreement"? if so here is my 2 cents:
Agreement (as a header, if it is there)
date
Made and entered by and between (this would replace reunidos, in my humble opinion any direct version of "reunidos" sounds like a translation and this is a standard formula in English)
The party of the first part
The party of the second part
The party of the third part

party of the second part n. a reference to one of the parties to a written contract, as distinguished from "the party of the first part."
http://legal-dictionary.thefreedictionary.com/party of the s...

Proposed translations

+3
32 mins
Selected

BETWEEN (1) [first party details] AND (2) [second party details]

As in:

BETWEEN

(1) [first party details]

AND

(2) [second party details]

I believe in keeping it simple in accordance with the trend towards 'plain English' in legal writing. Personally I don't think there's any need for 'BY AND' or for 'de una parte... y de otra parte' to be translated into words.

In support I would cite the model Service Agreement on page 86 of McKay, Charlton and Barsoum, Legal English 2nd ed (2011) and the model agreements on pages 687 and 689 of Bossini, Gleeson and Arana, Bilingual Dictionary of Legal Terms 5th ed (2008).

Even the numbers are not strictly necessary but they do help when one party actually consists of more than one person, as in your text.

Hope that helps!
Peer comment(s):

agree philgoddard : Sadly, a lot of translators still believe you should translate antiquated legalese with antiquated legalese.
12 hrs
agree Morwenna81 : Incluso añadiría "by and " antes de "between". Quedaría: "by and between" y ordenaría los datos de las partes igual que aparece en la explicación
1 day 13 hrs
agree Lorena Gaztelumendi López
2543 days
Something went wrong...
4 KudoZ points awarded for this answer. Comment: "Thanks, Rod. Please see latest discussion entry."
15 mins

ASSEMBLED One party... And the other party

I've absolutely no idea whether or not there's an 'official' format, but I've been using this for years and no one has ever complained.

If there is a special way to word it, I also would love to know!
Something went wrong...
+6
25 mins

BY AND BETWEEN - As party of the first part... As party of the second part

There are other possibilities
Peer comment(s):

agree Yvonne Gallagher : yes, with "Agreement" before it//Actually, to be exact, the formula I use is "The party of" as James says below...
4 mins
thanks :)
agree Triston Goodwin : This is also how you will typically see it in contracts written in English. In my opinion this is the best option.
19 mins
Thanks :)
agree Andy Watkinson
43 mins
Thanks :)
agree Mónica Algazi : Uso esta fórmula a diario.
1 hr
gracias :)
agree James A. Walsh : "The party of..." (rather than "as") is the standard formula I use.
1 hr
Thanks :)
neutral philgoddard : 'Party' and 'part' both mean the same thing, and 'by and between' is also a tautology.
13 hrs
agree hfmg
1220 days
Something went wrong...
35 mins

on the one hand... on the other hand

also
Something went wrong...
5 hrs

ASSEMBLED Of the one part ... And of the other part

REUNIDOS: the parties are actually present.

Two parties: of the one and other part (UK); of the first and second part (US).
More than two parties in the UK e.g. in an unregd. land Deed of Purchase: of the first, second, third etc. part.
This is an EN legal drafting technique and this counterbalancing of parties cannot be left out.
It is surprising that translators still have a problem with this formulation.

--------------------------------------------------
Note added at 6 hrs (2012-11-17 22:52:29 GMT)
--------------------------------------------------

This is a set formula in EN legal drafting, as contained in US/UK manuals and used in EN contract practice. Whatever answer is chosen will make no difference,
Example sentence:

between the CARIFORUM States, of the one part, and the European Community and its Member. States, of the other part. 30.10.2008. EN. Official Journal

Note from asker:
It's not so much about translators still having problems, but rather comparing new solutions, taking into account that, fortunately, legal writing is increasingly being simplified with solutions such as those used in EUR - Lex translations. See "Reunidos, de una parte" http://tiny.cc/04vxnw and http://tiny.cc/b6vxnw
Peer comment(s):

neutral AllegroTrans : Can't recall having seen an EN contract commencing with a past participle; surely there's a better way to express this?
19 hrs
Charles D.'s points of by and between for reunidos are valid. But the question is two-pronged and conflates reunidos and the parties.
Something went wrong...
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