The Bilingual Contract Clause Most Companies Get Wrong

No prevailing-language clause

Unless the contract explicitly states that one language version controls in case of divergence, both versions can be read as equally authoritative. That is a real problem if the two versions ever diverge on a material point — a notice period, a liability cap, a definition — because there is then no contractual rule for resolving the conflict. The fix is a single sentence, typically placed near the signature block, stating which language governs. It costs nothing and it is the single highest-leverage line in a bilingual contract.

False friends

Legal Portuguese and legal English share enough Latin vocabulary to create dangerous false equivalences. Notificação is not always “notification” in the procedural sense the English term implies; rescisão covers termination scenarios that English splits into several distinct legal concepts. A translator without contract-law grounding in both systems can produce a version that reads fluently and is not legally equivalent.

What back-translation catches, and what it doesn't

The common quality check — translate the Portuguese back into English and compare it to the original — is the cheapest audit available, and it reliably exposes structural divergence: a dropped clause, a misplaced condition, a number that changed. What it can miss is a false friend that reads naturally in both directions, since the round trip can land back on fluent English without ever surfacing the legal-meaning shift in between. That gap is what a bilingual reviewer with contract-law familiarity in both jurisdictions closes, reading both versions side by side for legal effect rather than for fluency.