Contracts and Non-English-Speaking Customers

If you have a contract-based business in California, then you may be required to provide
translations of your English contracts to your non-English speaking customers.
California Civil Code § 1632 (b) requires any business that enters into a contract with a customer
where the customer and business “negotiate primarily in Spanish, Chinese, Tagalog, Vietnamese,
or Korean” to provide a “translation” of the “contract” in the language in which the
“contract…was negotiated”. The “translation” must include “every term and condition” in the
contract. The translation must be provided before the contract is signed by the customer. (Cal.
Civ. Code §1632(b).)

If the business elects to use a translation, then the law allows, but does not require, the translation
to be signed. (Cal. Civ. Code § 1632(i).) However, it seems advisable that a business would have
a non-English speaking customer sign the translation because it will establish that the translation
was provided before the English contract itself was signed.
Moreover, great care must be exercised in preparing translations. Section 1632(j) states the
executed English contract (assuming the business elected to use a translation and English
contract) “shall determine the rights and obligations of the parties.” However, if there is
“substantial difference in the material terms and conditions of the contract and the translation”,
the differences between the documents “shall be admissible in evidence only to show that no
contract was entered”. (Cal. Civ. Code § 1632(j).)

Additionally, the business is required to place “notices” in the place of business that are
“conspicuously displayed” outlining the requirements of the business under Section 1632(b) to
the non-English speaking customer. (See Reyes v. Superior Court (1981) 118 Cal.App.3d 159.)
The way the term “contract” is defined by statute includes “any subsequent document making
substantial changes in the rights and obligations of the parties.” In the case of Reyes, the auto
dealer sent delinquency notices which were not translated. The Court found this violated the
statute. (See Reyes, supra, 118 Cal.App.3d 159.)

A translation may retain the following elements of the executed English-language contract or
agreement without translation: names and titles of individuals and other persons, addresses,
brand names, trade names, trademarks, registered service marks, full or abbreviated designations
of the make and model of goods or services, alphanumeric codes, numerals, dollar amounts
expressed in numerals, dates, and individual words or expressions having no generally accepted
non-English translation.

However, If the customer has their own translator (not an employee of the business), who is not a
minor, that can and does translate the contract, then a translation is not required. (See Cal. Civ.
Code § 1632(h)(1)-(2); see also Lopez v. Asbury Fresno Imports, LLC (2015) 234 Cal.App.4 th
71.) However, if this issue were ever to be litigated, it may create a fact dispute as to whether a
translator was present, their age, etc. It would seem most advisable for a business to have a translation of each contract in the above referenced languages, regardless of the presence of a translator.
Failure to comply with this statute can carry serious consequences. For example, the customer
may elect to rescind the contract (see Cal. Civ. Code § 1632(k); see also Cal. Civ. Code §§ 1692-
1693).

This Mastagni Holstedt, A.P.C. publication is intended for informational purposes only and
should not be relied upon in reaching a conclusion in a particular area of law. Applicability of
the legal principles discussed may differ substantially in individual situations. Receipt of this or
any other Mastagni Holstedt, A.P.C. publication, notice, email, and/or communication does not
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inadvertent errors that may occur in the publishing process.