Bilingual and trilingual drafting

Three models of multilingual documents

Multilingual documents follow one of three models. In the first, the contract is drafted in one language, which alone is binding, and translations are provided for information only. In the second, two or three language versions are signed, with a clause that designates one of them as prevailing in case of discrepancy. In the third, all versions are declared equally authentic, as in the federal legislation of Switzerland and in most international treaties. Each model has its place. The first is the most secure and the most common in banking, where the bank's general terms are binding in the version the client chose and other versions merely assist understanding. The second suits commercial contracts between parties of different languages, each of whom wants to sign a text he can read. The third should be reserved for documents in which political equality between the languages matters more than legal certainty, because equally authentic versions multiply the possibilities of conflict.

In Lugano the typical constellation is trilingual. A Swiss bank with headquarters in Zurich or Geneva drafts its documentation in German or French, translates it into Italian for the Ticinese branch and into English for international clients. An Italian client signs the Italian version, which is therefore the text he can invoke, but the bank's legal department interprets the German original. An Italian company that buys a Ticinese trading firm signs a share purchase agreement drafted in English by a Milan law firm and governed by Swiss law, with an Italian translation for the sellers. A family office prepares a shareholders' agreement in Italian for an Italian family, with a German translation for the Swiss bank that will hold the shares in custody. Each of these documents needs a clear rule on which version decides.

Language clauses and prevailing-language clauses

A language clause should answer four questions: in which language the contract is concluded, whether translations exist and what their status is, which version prevails in case of discrepancy, and in which language notices and proceedings are to be conducted. A typical clause in a Swiss contract with an Italian party reads, in substance, that the contract is concluded in Italian, that a German translation is provided for information, that in case of discrepancy the Italian text prevails and that the terms of Swiss law used in the Italian text have the meaning given to them by the Italian version of the Swiss statutes. The last sentence is the one most often forgotten. It is also the most useful, because it anchors the Italian text in Swiss Italian legal language and excludes a reading through the concepts of Italian law.

A prevailing-language clause does not solve every problem. If the two versions diverge because the translator made an error, the clause decides which text applies. If they diverge because the parties intended different things, the clause cannot create an agreement that did not exist. Swiss courts have to decide whether a consensus was reached at all. The question then becomes one of interpretation under Art. 18 CO and of dissent under the general rules on the formation of contracts. Prevailing-language clauses should therefore be combined with a careful review of both versions by a lawyer who reads both languages, which in Lugano usually means a lawyer who reads Italian and German or Italian and English.

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of August 2025.