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diabolisée ou enchantée
This question was closed without grading. Reason: No acceptable answer
Apr 19 11:17
19 days ago
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French term

déterminantes de la volonté de contracter

French to English Law/Patents Law: Contract(s)
This is from a contract between two parties whereby XXX provides a service to the other party:


Les stipulations du présent article sont déterminantes de la volonté de contracter de XXX, les prix du Service ayant été définis en fonction des exclusions et limitations de responsabilité prévues au Contrat.
Proposed translations (English)
3 categoric/al evidence of the intention to contract (enter into contractual legal relations)
3 manifest/are demonstrative of XXX’s willingness to enter into a contractual agreement
3 XXX is relying upon the provisions/stipulations herein contained in entering into this agreement
3 determining for the (or "party X's") willingness to contract
3 conclusive of wilful intention
3 -1 (the terms contained in this Article) will determine xxx's decision to enter the Agreement
3 -1 ... define the rationale for this agreement / define the essence of this agreement

Discussion

Lisa Rosengard Apr 24:
I assume that xxx is a client with a Contractor or a business agent with a contract. While the French is almost identical to English a translation might not be helpful but as a means of writing the sentence in an intelligent word order that reads well. I checked for a definition of determinant and found it's an element. a factor or a circumstance that clarifies or determines with an influence. Also the French word 'volonté' is willpower (literally) so I think it's an intention with a purpose. I dare suggest another similar sentence in English:
'The stipulations of the present article are determinant of the intentions of the Client's contractor or business agent, the service charges or costs having been explained based on the exclusions and limitation in the contract for which the client x is liable.'
'
Mpoma Apr 24:
It's emphasising... the absolutely essential nature of a particular stipulation in the contract. It seems pretty simple to me. See my answer...
AllegroTrans (asker) Apr 23:
Just a wee comment... This is creating quite a stormy conversation but I have to say that, with one exception. all of the suggestions do in some way translate the French. My initial problem was that the French sounds "sloppy" to me and doesn't really seem to say anything, unless you somehow stress the notion of "déterminant". My final opinion is that it really means that these are what En law calls fundamental terms that are "of the essence".
Many thanks to everyone. I'll leave you to the punch-up.
SafeTex Apr 23:
@Daryo and all Regarding the answer

(the terms contained in this Article) will determine xxx's decision to enter the Agreement

to which you disagreed with the comment

Time travel? This agreement is already signed, so it can not include conditions for a possible future signing.

I would have preferred the present simple but the principle is the same.

Do you read the agreement first or do you sign it first?

You read it FIRST of course BEFORE it is signed so the answer makes complete sense. If anyone is caught in a time-warp, it's you thinking that the agreement is already signed when the signatories are reading it PRIOR to signing it.
AllegroTrans (asker) Apr 23:
What I ended up using The stipulations of this clause are of the essence of XXX's intention to contract, the Service prices having been decided with due regard to the exclusions and limitations of liability provided for in the Agreement.
Daryo Apr 22:
Agree with Joshua this particular article is "the essence" of this contract, what decided one of the parties to enter into it.

IOW without this article "la volonté de contracter" would vanish in thin air.
AllegroTrans (asker) Apr 21:
Thanks Joshua That makes sense but I must say that I haven't (yet) seen a clause like this in a UK contract.
Joshua Parker Apr 21:
In the US at least, the purpose is so that if the other party attempts to change the scope of the agreement in some way, XXX can say "Ah! Well, that formed the whole basis on which I signed the contract," - i.e. it was part of the consideration - and therefore it should be rescinded. There's sometimes a part making this clear, "the parties acknowledge that were it not for the covenants, representations and warranties made herein, the parties would not have entered into this agreement" (or words to that effect), and a line saying there are no other understandings between the parties, other than those set forth in the contract, that have formed the basis for signing.
It might all seem common sense, but the lawyers like to make it all ironclad, especially given their culture of litigation.
AllegroTrans (asker) Apr 21:
Thanks for all the contributions It's now clear to me what this means, but maybe someone could tell me what is the purpose of such a clause in a contract? What actual effect does it have and has anyone seen anything like this in an English, US etc. contract?

Proposed translations

6 hrs

categoric/al evidence of the intention to contract (enter into contractual legal relations)

Gremlins in the system have stopped me - all afternoon GMT or CET - posting an answer.

In Eglish contract law, the idea would be stipulations (disliked by some translators & interpreters as well as company and agency PMs & directors, but absolutely legit: e.g. intermediate stipulation aka innnoiminate terms) inexorably pointing to an Intent/ion to Create Legal Relations.
Example sentence:

Intention to Create Legal Relations refers to the requirement for a legally binding and enforceable agreement between parties.

Evidence of Legal Intent: The parties must provide clear, objective evidence that they intended for the agreement to be legally binding.

Reference:

http://www.claims.co.uk/knowledge-base/contract-law/legal-intent-in-contract

Note from asker:
thanks, but surely the intention to contract comes from a desire to do business/make money? I was actually wondering if the Fr term means something like "the stipulations of the contract are of the essence"
Something went wrong...
9 hrs

manifest/are demonstrative of XXX’s willingness to enter into a contractual agreement

Something like this perhaps.
Peer comment(s):
agree Andrew Bramhall
22 mins
Thanks
disagree Daryo : Wrong "nuance" - the "willingness" has been demonstrated by the simple fact that the contract has been agreed, not by the content of this article.
3 days 2 hrs
That's it Daryo. Disagree with other reasonable answers and put up your own suggestion that is clearly wrong.
Something went wrong...
1 day 5 hrs

XXX is relying upon the provisions/stipulations herein contained in entering into this agreement

Not sure that would be the exact way I'd end up phrasing it, but this would be my reading.
Essentially, it's saying XXX is relying upon (basing his/her decision on) the provisions/stipulations contained in the agreement, as it is the scope of the agreement/contract (i.e. the exclusions and limitations of liability...) that have led the service provider to set the corresponding fees (les prix du service...).
I've seen this as a "reliance" clause in US contract law (GB may be different).
Reference:

https://www.law.cornell.edu/wex/reliance

Something went wrong...
-1
1 day 19 hrs

(the terms contained in this Article) will determine xxx's decision to enter the Agreement

Going by your own interpretation, this does seem logical
Peer comment(s):
disagree Daryo : Time travel? This agreement is already signed, so it can not include conditions for a possible future signing.
1 day 16 hrs
Something went wrong...
-1
3 days 12 hrs
French term (edited): ... sont déterminantes de la volonté de contracter

... define the rationale for this agreement / define the essence of this agreement

OR

define the intentions of the contractual parties

IOW without these stipulations, there is no longer any agreement.

Possibly "are of the essence" by analogy with "time is of the essence"?


Les stipulations du présent article sont déterminantes de la volonté de contracter de XXX
=
Les stipulations du présent article ... déterminent / définissent quelle était la raison essentielle pour laquelle ce contrat a été conclu (ce que voulait une des / les parties au contract)

CL5 about the meaning, OTOH there might be a better formulation.

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Note added at 3 days 13 hrs (2024-04-23 00:26:40 GMT)
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https://www.lawinsider.com/clause/essence-of-the-agreement


--------------------------------------------------
Note added at 3 days 13 hrs (2024-04-23 00:30:38 GMT)
--------------------------------------------------

What Is an Essence of Contract?

Mary McMahon
Last Modified Date: March 05, 2024
An essence of contract is the key condition on which a contract is based. Violation of this condition is grounds for rescission, where the other party can break the contract without penalty because it has already been breached. It is also possible to sue for damages when the essence of contract is not respected. This differs from a warranty, a clause in a contract that doesn’t change the material meaning so substantially that the other party can withdraw if it is broken.

https://www.mylawquestions.com/what-is-an-essence-of-contrac...

Peer comment(s):
disagree SafeTex : Stipulations in an agreement are just that and do not define their own rationale, plus the fact that you've completely missed the idea of "willingness".
10 hrs
You have completely missed what is the key point of the whole clause - you're arguing about right or wrong trees while being lost in the wrong forest.
Something went wrong...
5 days

determining for the (or "party X's") willingness to contract

I have come across this word déterminant in this sort of clause many times... it simply means that "without X we would not have signed the contract". In other words it's referring to aspects of the contract which are considered to be essential by the party in question.

The closest answer to mine is Ormiston's... in a way his use of future tense is correct: this sort of formula is always included in a contract before the contract is signed. It is emphasising that the signature given below would not have been given without X.
Something went wrong...
8 hrs

conclusive of wilful intention

The provisions of the article are conclusive of XX's wilful intention with respect to the defined service charges or costs, based on the exclusions and limitations provided for or stipulated in the contract.

Explanations:
Statutory provisions and regulations in a contract:
"In a legal contract, a provision is typically a dedicated section within a legal document of law that describes or specifies an action or condition. Essentially a provision outlines what must happen or be done, or conversely, what must not happen or be done."
"A contract provision is a stipulation within a contract, legal document or a law. Often it requires action by a specific date or a within a specified period of time. Those provisions are intended to protect the interests of one or both parties."
"Contract provisions refer to the requirements of a contract, found in the terms and clauses that constitute a contract."

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Note added at 9 hrs (2024-04-19 21:17:40 GMT)
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wilful = deliberate, voluntary or intentional



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Note added at 7 days (2024-04-26 17:05:46 GMT)
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'The stipulations of the present article are determinant of the intentions of the client's contractor or business agent, the service charges or expenses having been explained, based on the exclusions and limitation in the contract for which client x is liable.
Reference:

http://https://weagree.com/weblog/articles-sections-or-clauses/

http://https://www.lawdistrict.com/legal-dictionary/provision

Note from asker:
No Lisa, there is nothing "wilful" in this contract - that simply doesn't make sense
Peer comment(s):
neutral SafeTex : willingness is not wilfulness
47 mins
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