Getting a Rough Translation of English Contracts and Emails: How to Use Generative AI

Hello, I'm Noriaki Asato, Representative Attorney at LegalAgent.

An English draft contract or email arrives from an overseas business partner, and you want to "get a rough idea of the content first." This happens every day. For example, an English NDA (non-disclosure agreement) is sent over, and before signing you want to grasp quickly what obligations you will take on and whether there are any unfavorable clauses.

English contracts follow different drafting conventions from Japanese contracts and contain many distinctive turns of phrase, so trying to translate every word from the outset takes time. Generative AI (text generation services such as ChatGPT, Claude, and Gemini) is useful for producing rough translations of such English text and grasping the key points, and it helps with initial understanding.

That said, a rough translation is only an entry point to understanding the content and is not a definitive basis for determining obligations. Expressions that affect rights and obligations, as well as governing law, dispute resolution, indemnification clauses and the like, must always be checked against the original text after you have grasped the general picture through the rough translation. From the stage of requesting the rough translation, also decide who will check which parts of the original text.

Confirming in the Original the Meaning Grasped Through the Rough Translation

Translation by generative AI is practical as a rough translation for getting an overall picture of the contract and an idea of the issues. However, it cannot necessarily be used as is as a definitive translation of the contract. This is because in English contracts, a difference of a single word can significantly change the scope of rights and obligations and their legal effect.

For example, the phrase "indemnify, defend and hold harmless," which appears frequently in indemnification clauses, is sometimes translated into Japanese collectively as simply "compensate." However, it may include not only monetary compensation but also an obligation to defend against claims and an agreement on release from liability. Even so, the relationship among the three words is not fixed uniformly; you determine the intent of the original text in light of the scope of the claims covered, who controls the defense, and the governing law.

I think a two-step approach is practical: grasp the approximate meaning through the rough translation, then go back to the original text to check important clauses. The rough translation is used to understand the content broadly and to get an idea of which parts to read in detail. Even if the translation reads naturally, check separately whether the contractual conditions have been preserved.

Key Points of the Whole and Side-by-Side Translation of Important Clauses

Rather than translating a long English contract in full from the beginning, instructing the AI to summarize the key points in short bullet points can make it easier to grasp the overall picture quickly. However, a summary or specifying only some priority clauses may leave out important arrangements, so it is not necessarily a substitute for adequate consideration. Headings of clauses that you will particularly want to check in an English contract include the following.

• Limitation of Liability (limitation of liability and cap on damages)
• Indemnification (indemnification clause)
• Term and Termination (contract term and termination)
• Confidentiality (confidentiality)
• Governing Law / Jurisdiction (governing law and court jurisdiction)

If the governing law is a foreign law and jurisdiction lies with foreign courts, this alone does not make the contract invalid, but it increases the burden of responding if a dispute arises, so these are clauses you will want to check early, including by consulting a local attorney.

An instruction for grasping the overall picture would look like the following. This example narrows the clauses to check to three, but other clauses that need checking remain.

Please organize the following English contract in Japanese in the format below. There are 4 items.

1. Type of contract and parties (which party provides what to whom)
2. Key points of the whole (within 10 lines)
3. Clauses that require particular attention (3 of them, with a Japanese translation and the reason "why attention is needed")
4. Which country's governing law and court jurisdiction apply

Prepare this as a rough translation for understanding the content, not as a formal translation. Where a translation is uncertain, or where an English phrase does not match a Japanese concept, mark it clearly as "needs confirmation." The English contract is pasted on the next line. [Paste the English contract here]

When examining important clauses carefully, a side-by-side format that alternates the original and the Japanese translation is suitable. Because you can immediately compare the original wording with the translated terms, checking the original becomes smoother.

Please present the following English clause as a "side-by-side translation," alternating the original and the Japanese translation one sentence at a time. There are 3 instructions.

- First make the Japanese translation close to a literal translation
- For words whose contractual meaning can easily change (shall, may, indemnify, including without limitation, etc.), add a brief explanation of the meaning as a [Note] after the translation
- Clearly mark as "needs confirmation" any part that is difficult to translate or open to multiple interpretations [Paste the clause here]

It also helps prevent misunderstanding to keep in mind that "including without limitation," which appears in the instruction, is a set phrase indicating that the list is merely illustrative, and does not mean taking on an unlimited obligation.

Reading Words and Phrases That Change Whether an Obligation Exists and Its Scope

In English contracts, there are many situations in which differences in the words used determine whether an obligation exists and what its legal effect is. A typical example is "shall" and "may." "Shall" generally expresses an obligation and "may" a right or discretion, but whether that interpretation applies needs to be considered in light of the context, the governing law, and the structure of the sentence as a whole.

For example, if a service agreement says "The Contractor shall deliver the report by March 31.", the contractor is obliged to submit the report by March 31, but if it says "The Contractor may deliver the report by March 31.", that sentence alone is an expression permitting submission by the deadline. However, you must not conclude that delivery deadlines or submission obligations set in other clauses have also disappeared. If the rough translation renders both as "submit the report," this difference may be overlooked.

Likewise, it is not fixed that "best efforts" always expresses an obligation one level heavier than "reasonable efforts." Assessments differ depending on the specific agreement, the interpretation under the governing law, and the decisions of courts.

Furthermore, for representations and warranties, it is important to determine what facts the clause as a whole presupposes and what remedies are provided in the event of breach. Looking only at the word "warranty" and confusing it with a general guarantee can lead to misunderstanding its contractual position.

Agreed Terms in English Emails and Information Management

Generative AI can also be used in English email exchanges with business partners. When a proposed amendment to a contract arrives, having the AI draft a polite English business email that makes the issues clear can shorten the time needed to write a reply.

However, in contract negotiation emails, the wording of a single sentence can affect later interpretation. Carelessly writing "we agree" in response to the other party's proposal may be taken as a definitive acceptance of those terms. Treat the draft strictly as a reference, and a person decides whether to send it after checking its contents.

In addition, when inputting drafts or emails received from outside business partners into AI, consideration for confidentiality obligations and the protection of personal information is essential. In addition to whether input data is used for training, check in advance whether the service environment is one the company has formally approved for use and whether data retention periods and management policies comply with internal standards.