Language of notices: Overview, definition, and example
What is language of notices?
Language of notices is a clause in a contract that specifies the language in which all formal notices under the agreement must be written. It ensures that important communications—such as termination letters, breach notifications, or legal demands—are delivered in a language that both parties have agreed upon and can legally rely on.
Why is language of notices important?
In cross-border contracts or agreements between parties who speak different languages, there’s a risk of miscommunication or disputes over translation. This clause helps avoid confusion by establishing a single official language for all legal notices. It also helps ensure that notices are valid and enforceable, especially in jurisdictions that require notices to be in a specific language to have legal effect.
Understanding language of notices through an example
A German manufacturer enters into a supply agreement with a U.S. distributor. The contract includes a language of notices clause stating that all notices must be in English. Six months later, the manufacturer sends a notice of breach written in German. The distributor claims it didn’t understand the message and refuses to act on it. The clause supports the distributor’s position and requires the notice to be reissued in English to be valid.
Example of a language of notices clause
Here’s how a language of notices clause may look like in a contract:
"All notices, requests, demands, and other communications under this agreement shall be in English. Any notice provided in a language other than English shall have no legal effect unless accompanied by an English translation certified by a qualified translator."
Conclusion
The language of notices clause removes ambiguity by requiring that all formal communications be delivered in a specific, agreed-upon language. For international contracts, it helps prevent disputes, ensures clarity, and supports the enforceability of notices. Always check this clause before sending or responding to any formal communication under the contract.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.