Facts
My client was a US consumer-goods company with a Russian-speaking distributor responsible for sales in a Russian-speaking export market. The parties had executed a distribution agreement that was bilingual on its face, with English text in the left column and Russian text in the right column on each page. The agreement included a minimum-purchase commitment, a territory definition, and an exclusivity provision. The dispute arose over the meaning of the territory definition: the English text described the territory in geographic terms, and the Russian text described it using a phrase that, while a defensible translation, also encompassed an adjacent region the parties had not intended.
The distributor invoked the broader Russian-text reading to claim exclusivity in the adjacent region and demand commissions on my client's direct sales there. The agreement's choice-of-language clause was, regrettably, the kind of clause both parties had skipped during signing: it stated that the English and Russian texts were equally authentic and that, in the event of conflict, the parties would consult in good faith.
What I did
I read both texts in the original. The Russian-text phrase the distributor was relying on was technically defensible but read against the standard Russian-language commercial convention for the same kind of territory definition, was a stretch. I drafted a written response on my US letterhead, with parallel Russian-language text, that addressed three points: it set out the standard commercial reading of the Russian-text phrase, walked through the negotiation correspondence in both languages that documented the parties' actual intent, and proposed a written amendment that would clarify the territory in both languages going forward.
I also drafted, for use if the matter escalated, an arbitral filing under the dispute-resolution clause in the agreement.
Outcome
After the bilingual response and a short exchange, the distributor accepted a clarifying written amendment that defined the territory in unambiguous Russian-language commercial terms and added a non-exclusivity provision for the adjacent region. The commissions claim was withdrawn in exchange for a small one-time payment that reflected a credit on prior orders rather than acknowledgement of the territory reading. The arbitral filing was not used. Each matter turns on its facts; the outcome here does not predict the outcome on a similarly framed bilingual contract dispute.
Lesson
A bilingual contract is a contract in two languages, and the languages need to agree. Standard Russian-language commercial drafting has its own conventions that an English-first translator can miss, and a phrase that reads naturally in English can land differently in the Russian text. The "equally authentic" language clause defers the problem rather than solving it. A bilingual agreement should be reviewed by a person who can read both texts in commercial context before signing, and an unambiguous prevailing-language clause is worth more than a polite agreement to consult in good faith.
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