Tài liệu A discourse analysis of vietnamese and english business contracts in binh duong province

PEOPLE'S COMMITTEE OF BINH DUONG PROVINCE THU DAU MOT UNIVERSITY ĐINH THỊ MINH A DISCOURSE ANALYSIS OF VIETNAMESE AND ENGLISH BUSINESS CONTRACTS IN BINH DUONG PROVINCE MASTER THESIS MAJOR: ENGLISH LANGUAGE CODE: 8220201 BINH DUONG, 2019 PEOPLE'S COMMITTEE OF BINH DUONG PROVINCE THU DAU MOT UNIVERSITY ĐINH THỊ MINH A DISCOURSE ANALYSIS OF VIETNAMESE AND ENGLISH BUSINESS CONTRACTS IN BINH DUONG PROVINCE MASTER THESIS MAJOR: ENGLISH LANGUAGE CODE: 8220201 SUPERVISOR PHAM VU PHI HO, ASSOC. PROF. PH.D BINH DUONG, 2019 STATEMENT OF AUTHORSHIP Except where reference is made in the text of the research paper, this paper contains no material publish elsewhere or extracted in the whole, or in part from a paper by which I have qualified for or been awarded another degree or diploma. No other person’s work has been used without due acknowledgement in the paper. This paper has not been submitted for the award of any degree or diploma in any other tertiary institution. Binh Duong, 2019 ĐINH THỊ MINH i ACKNOWLEDGEMENTS I want to thank everyone who helped and supported me leading this thesis. This thesis was completed due to the intellectual, emotional, and material support that I have received from my instructor, friends, and family whom I would like to thank here. First, I would like to acknowledge my indebtedness to my supervisor Pham Vu Phi Ho Assoc. Prof. Ph.D. or his invaluable suggestions, corrections and advice that helped me to fulfill this study. I am also grateful to all the other teachers at the Department of Foreign Languages for all their enthusiasm and suggestions which helped me overcome difficulties in the process of my study. As always, I wish to express my special thanks to my parents for giving me encouragement and creating favorable conditions in making my study possible. Finally, I want to thank all of my friends for their assistance in providing me necessary materials for the study. ii ABSTRACT This thesis has been done in an effort to investigate the standards frequently used by foreigners and Vietnamese people in the course of drafting business contract. With the examples of collected Vietnamese and English, researcher is able to explore some linguistics features and the similarities as well as differences of Business contract in term of overall structures, lexical choices and format. In some cases, they have slight differences in layout, lexical and format. The thesis aims at finding out general format how to draft a Vietnamese and English Business Contract. In addition, the result shows the usage of proper words and structures in the legal document as Business Contract. The finding is hoped to help entrepreneurs and office staff understand well characteristics of Vietnamese and English Business Contract as well as study to draft a legal contract properly. Moreover, the research result aims of using in accounting, business administration or other economic sectors at Universities and Colleges so that the schools or institutes have a rich source of materials as well as references for drafting business contract. Then, learners will have a better insight into the features of the contract in Vietnamese and English as well as how to draft the contract legally. iii TABLE OF CONTENTS CHAPTER 1. INTRODUCTION 1.1. Rationale……………………………………………………………...………………1 1.2. Background statement……………………………………………………………...…3 1.3. Purpose of the study…………………………………………………………………..4 1.4. Research questions…………………………………………………………………....5 1.5. Significance of the study………………………………………………………….......5 1.6. Limitation of the study………………………………………………………………..6 1.7. Definitions of key terms…………………………………………………………........6 1.8. Organization of the study……………………………………………………………..7 CHAPTER 2. LITERATURE REVIEW 2.1. THEORETICAL BACKGROUND AND LITERATURE REVIEWS………………8 2.1.1 Definitions of Discourse Analysis……………………………………………......8 2.1.2 Definition of Business Contract………………………………………………...10 2.2. CHARACTERISTICS OF BUSINESS CONTRACT……………...…………….....11 2.2.1 Particular characteristics of Business Contract…………………………………11 2.2.2 Characteristics of Vietnamese Business Contract………..……………………..11 2.2.3 Characteristics of English Business Contract………..………………………….12 2.2.4 Similarities………………………………………………………………………13 2.2.5 Differences……………………………………………………………………...14 2.2.6 Technical terms ………………………………………………………………...15 2.2.7 Review of previous research studies …………………………………………...18 CHAPTER 3. METHODOLOGY 3.1. Research design and data gathering instruments…………………………………...21 3.2. Sampling and data collection procedures………………………………………......22 3.3. Ethical considerations………………………………………………………………23 3.4 Data analysis………………………………………………………………………...24 3.4.1 Analytical approaches………………………………………………………….24 3.4.2 Analytical procedures…………………………………………………………..26 iv 3.5. Pilot of the study...................................................................................................... 26 CHAPTER 4. FINDINGS AND DISCUSSION 4.1. Findings of the study................................................................................................30 4.1.1. Vietnamese Business Contract............................................................................... 30 4.1.2. English Business Contract......................................................................................45 4.1.3. Vietnamese and English Business Contract ..........................................................56 4.1.4. Discussion...............................................................................................................57 CHAPTER 5. CONCLUSION, IMPLICATIONS, LIMITATIONS AND RECOMMENDATION 5.1. Conclusion.....................................................................................................................69 5.2. Implications...................................................................................................................69 5.3. Limitations.................................................................................................................... 70 5.4. Recommendations for further study............................................................................. 71 REFERENCES…………………………………………………………..…………..…..72 APPENDICES…………………………………………………………..……………...100 v LIST OF ABBREVIATIONS BC: Business Contract VBC: Vietnamese Business Contract EBC: English Business Contract vi LIST OF APPENDICES Appendix A - Interview Appendix B – 20 samples of Vietnamese Business Contract Appendix C – 20 samples of English Business Contract vii i CHAPTER 1: INTRODUCTION This chapter presents the introduction to the study and its purpose to conduct the research. Research questions are presented, followed by the significances and definitions of terminologies. 1.1. Rationale Economy has been growing rapidly so the development of trade activities has been conducted cross nation borders more and more widely. As a result, business contract is considered as a vital legal document for trading transaction among countries. Tsay and Agrawal (2003) state that “a contract is an agreement between two parties and it aims at sharing risks and easing long term relationships”. Legally, contract is regarded as an agreement between the buyers and the sellers on what to do in a certain business transaction, rights and obligations of each parties as well as the period of contract performance, the responsibility for breach of contract and the conditions for indemnity when the contract cannot be done or not done adequately. Therefore, contract, as a special kind of legal text, has its own language features which are remarkably reflected in vocabulary from the angle of linguistics. The use of vocabulary in contract indicates that contract is binding for both parties and the contract terms must be precise and accurate. Every field of expertise develops its own language features (Gibbons, 2003:36). Due to its vital role, both Vietnamese and foreign business people should pay proper attention to writing BC effectively. But in fact, there are very few studies focusing on the language of contracts, especially BC. Most of the studies are parts of books on contracts and guides to the preparation for contracts in general. But the standard form of particular kinds of BC has not been investigated yet. Thus, a number of entrepreneurs create BC in their own words. Some follow the same format and sentence structures for all kinds of contracts. These may cause ambiguity, misunderstanding and sometimes lead to extremely damage or unexpected impacts on deals. 1 Another important thing is that, in reality, BC drafted by foreigners is not absolutely correspondent with that by Vietnamese people due to the difference in style in different languages and because the standard for contracts is a fairly new area in Vietnam. It is the reason for a lot of troubles for Vietnamese corporations or undertakings, especially import-export companies during their negotiation and implementation of the contract. As a result, many undertakings are put into trouble or have gone bankrupt because of inappropriate use of language in their contracts. The last and the most important one is that researcher worked for many foreign companies with various scales in Binh Duong province a few years ago. Most companies, even in big and small sizes, appear to have a common characteristic. Vietnamese and foreign business people create BC according to their own needs without consulting the laws or regulations of legal documents in the native country. Moreover, those companies also do not have training courses for new employees on the drafting as well as instruct them about importance of economic contracts. In fact, the content of the contract always refers to the legal value of each transaction and it is the only basis to bind legally on each party. However, most office staff are not specifically instructed or educated about the legal importance of the contract. In addition, most of staff are not majored in law nor are trained through professional training courses on drafting BC properly. This leads to the fact that office staff donot pay proper attention to the content terms of each contract form for different transactions as well as the laws required for legal documents in different countries. Therefore, it is indispensable for Vietnamese and English business people learn how a BC is organized in both English and Vietnamese and what linguistic features are applied in making a BC correctly. For these reasons, researcher chooses to do research on the topic “A discourse analysis of Vietnamese and English Business Contracts in Binh Duong province”. The research result is hoped to provide some contributions to entrepreneurs and help them be more aware of the importance of appropriately compiling BC to prevent business people from unexpected loss. Furthermore, the findings on similarities and differences 2 between the two languages in BC will bring a valuable benefit to business people and office staff in drafting BC in these two languages properly. Most importantly, the result is expected as a contribution and a valuable source of reference for those who are interested in this field. In addition, the findings can contribute great help to staff training courses in some corporations. Finally, the template in research result is considered as a consistent form that is useful to those in need. 1.2. Background statement Generally, the language used in contracts is an important branch of legal language which belongs to the category of applied linguistics. In practice, language changes continually, but the language of the law is conservative, tending to resist change and changing (Hiltunen, 1990:17). As Crystal and Davy (1969:27) write, “It is especially noticeable that any passage of Legal document is usually well stubbed with archaic words and phrases of a link that could be used by no one else but lawyers.” Such old-fashioned words are archaisms. Lawyers tend to believe that these archaisms enable clearer and less ambigous reference and give greater weight and authority to the language (Gibbons, 2003:41). Words like “herein” and “therein” may sometimes lead to economy of expression when they replace a longer phrase like “in this document” or “in that clause” (Tiersma, 1999:94). In fact, globalization and international integration contribute to the transition of business community on the contract basis and the desire to fix their relationships in specialdocuments.The purpose of a contract is to establish the agreement that the parties have made and to fix their rights and duties in accordance with that agreement. At the turn of the new century, BC has become one of the most essential genres of business discourse came into being. However, the form may be slightly different between English and Vietnamese BCs. The research entitled “A discourse analysis of Vietnamese and English Business Contracts in Binh Duong Province” was investigated due to the fact that some companies do not follow any standard formats as well as structures for all types of contract. In addition, some entrepreneurs even write business contracts in their own ways rather than 3 asking for lawyers because of the extra cost. Some companies even follow the same format and sentence structures for all types of contracts but others create by themselves. These may cause ambiguity, misunderstanding and sometimes lead to extremely damage or unexpected impacts on their business. In reality, writing business contracts in foreign language do not correspondent with Vietnamese contract due to the differences in style and languages. Furthermore, the standard for contracts is a fairly new area in Vietnam. As a result, many undertakings have had problems or have gone bankrupt because of inappropriate use of language in their contracts. Through the pilot study in chapter III, there are some typical differences as well as particular similarities between BC in English and Vietnamese in terms of overall structure, lexical choice and format. It clearly shows that the initial hypothesis is right. As a result, forty contracts will be collected in both languages in order to compare with the finding of pilot study. The main purpose of this study is to get better attention from entreprenuers and those who do drafting legal documents in companies so that they may achieve better understanding about a standard form BC in each kind of language in order to avoid misunderstanding or loss they may have in the future transactions. Most importantly, the result is expected as a contribution and a valuable source of reference for those who are interested in this field. In addition, the findings can contribute great help to staff training courses in some corporations. Finally, the template in research result is considered as a consistent form that is useful to those in need. 1.3. Purpose of the study The aim of the study focuses on BCs in both Vietnamese and English. Due to the constraints in time and limited knowledge in business field, this thesis will not deal with all aspects of BC but concentrate on analyzing overal structure, lexical choice and the format of BC. The study aims at: - Presenting and describing overal structure, lexical choice and the format of BCs in both Vietnamese and English; 4 - Identifying the similarities and differences in both Vietnamese and English BCs in terms of overal structure, lexical choice and the format. - Finding in-depth information and drawing out a template of BC through the interview and the comparision between the characterisrics of Vietnamese and English BCs with the interview results. 1.4. Research questions To achieve the purposes and objectives of the study, the following research questions have been raised: 1) What are the characteristics of Vietnamese Business Contracts in terms of overall structure, lexical choice and format? 2) What are the characteristics of English Business Contracts in terms of overall structure, lexical choice and format? 3) What are the similarities and differences between Vietnamese Business Contracts and English Business Contracts in terms of overall structure, lexical choice and format? 1.5. Significance of the study Writing a business contract successfully in business settings is vital, especially the ones written in foreign languages. A study about BC in Vietnamese and English will contribute to the study of business field with a focus on the characteristics of overall structure, lexical choice and format. Some areas of similarities and differences together with in-depth information and implication of the study will bring useful and significant knowledge to language users as well as office staff so that they are able to draft business contract in both languages correctly and legally. In addition, researcher aims in getting better attention from entrepreneurs and those who use legal document in some companies so that they may achieve better understanding about a standard business contract to avoid misunderstanding or loss they may have in the future transactions. Most importantly, the result is expected as a contribution and a valuable source of reference for those who are interested in this field. In addition, the findings can contribute great help to staff training courses in some 5 corporations. Finally, the template in research result is considered as a consistent form that is useful to those in need. 1.6. Limitation of the study The study has some limitations since the research scope is only in Binh Duong province. In case of doing research on larger scales, research’s result may be found more valuable to those who are interested in this topic. 1.7. Definitions of key terms It is useful to define some main key terms in the study so that viewers may get better understanding at the beginning. In this research, discourse analysis, business contract, characteristic of BC as well as overall structure, lexical choice, format are considered as the core terms that will be shortly defined below. Paltridge’s (2006) definition of discourse analysis is adopted. Paltridge’s approach about discourse analysis looks at patterns of language across texts and considers the relationship between language and the social and cultural contexts in which it is used. Discourse analysis also considers how the use of language presents different views of the world and different understandings. It examines how the use of language is influenced by relationships between participants as well as the effects the use of language has upon social identities and relations (p.2). The writer also provided a general survey of discourse analysis which ranged from more textually oriented views to more socially related ones from focusing on language features of texts to what the texts do in social and cultural situations. Moreover, Stubb (1983:1) defines the analysis of discourse as “Language use above level of the sentence”. It provides learners with the opportunity to study the meaningful production and interpretation of texts and talk. In terms of BC, Dilys (2005) points out that “A contract is an agreement (an offer and an acceptance) voluntarily entered into by parties having capacity to contract to do a legal act or acts”. In addition to these elements, the courts required written evidence of some kinds of contract. Contract is considered as a specification of the actions that named parties are supposed to take at various times, generally as a function of the conditions that hold. The actions typically pertain to delivery of goods, performance of services, and 6 payments of money, and the conditions include uncertain contingencies, past actions of parties, and messages sent by them (p.385). Furthermore, Deborah (1995) states that contracts are the basis of business relationships. They define contract as an institutionalbased mechanism for the formulation of expectations in the recommencement phase of a relationship. In terms of overall structure, it is main parts in each section that we can consider it as the standard form to follow. Lexical choice is a term that refers to the words and phrases that users actually employ to transfer meaning to others. Lu, Y. (2006) defines that lexical represent parts of a conceptual structure is of course only one facet of the relationship between the conceptual structure of a sentence and its surface structure, which phonological rules connect with a phonetic manifestation. 1.8. Organization of the study This study consists of five chapters as follows: Chapter 1, Introduction includes rationale, statement of the problem, aims and objectives, significance of the study, research questions, limitation of the study and organizations of the study. Chapter 2, Literature review and Theoretical background includes overview and review of previous studies related to the research topic, concepts related to business contracts and general features of official documents in Vietnamese and English. Chapter 3, The methodology of research includes research design and data gathering instruments, sampling and data collection procedures, ethical considerations and data analysis of the study. Chapter 4, Findings and discussion focuses on analysis and discussion about the overall structure, lexical choice and format of business contracts in Vietnamese and English based on the findings. Chapter 5, This part focuses on conclusion, implications, limitations, recommendations for further study. 7 CHAPTER 2: LITERATURE REVIEW This chapter provides the literature review and the theoretical background for the study. In the theoretical background, it concentrates on the key concepts in discourse analysis and some important issues relevant to the Business Contracts. 2.1. THEORETICAL BACKGROUND AND LITERATURE REVIEWS 2.1.1. Definitions of Discourse Analysis Discourse analysis has an important role in understanding what has been conveyed in a text. Because, in fact, when grammatical and phonological forms are examined separately, they are unreliable indicators of functions. So far there have been many different ways of defining a discourse. According to Crystal (1992), discourse is a continuous stretch of language lager than a sentence, often constituting a coherent unit such as sermon, argument, joke or narrative. On the other hand, Widdowson (1977) considered that discourse is a use of sentences to perform acts of communication which cohere into large communicative units. Halliday and Hassan (1989) define discourse (text) as follows “We can define text in the simplest ways perhaps by saying that it is language that is functional”. In fact, it is clear that context is an important factor to be considered in the process of discourse analysis. Different theoretical approaches can be applied to the discourses of various domains, and an advantage of teaching and studying discourse is that a wealth of relevant data is available for analysis: a conversation or a letter; a speech, a memo or a report; a broadcast, a newspaper article or a testimonial; a lesson, a consultation or an interview. While it is arguable that discourse analysis can be treated purely as a ‘research method’ (Johnson, 2002). In addition, Nunan (1993), coming from a more linguistic background, takes an even different cut at the definition of discourse. He uses text to refer to the written or taped record of a communication event and discourse to refer to the interpretation of what event in the context in which it occurs. For Nunan, the difference between text analysis and discourse analysis is that the former is the study of formal linguistic devices that 8 distinguish a text from a random sentences, whereas the latter is also the study of such devices but it is conducted by the researcher with the intention of coming to understand the purpose and function as well as the context in which it develop (p.20). Furthermore, Cook (1989) introduces the theory of discourse analysis and demonstrates its practical relevance to language learning and teaching for those with little background. The main purpose of the book, as stated in the introduction, is to give the reader “some of the key concepts in the field and to provide the reader with an opportunity of exploring these concept in use. His choice of texts helps clarify and deepen the reader’s understanding of discourse analysis. In addition, Mc Carthy (1991) goes into the details of how discourse analysis relates to the different language areas and to spoken and written language. To some extent, Brown and Yule (1983) recommends that we should adopt a compromise position which suggests that discourse analysis on the one hand includes the study of linguistic forms and the regularities of their distribution and on the other hand, involves a consideration of the general principles of interpretation by which people normally make sense of what they hear or read (p.10). In addition, Salkie (1995) states discourse is “a stretch of language that may be longer than one sentence” (p.9). Sharing the same idea with Salkie, Cook (1989) states that discourse is “stretch of language perceived to be meaningful, unified and purposeful” (p.156). Crystal (1969) focus on the complete form of complex and unified syntax and discourse “Discourse is a continuous stretch of language larger than a sentence, often constituting a coherent such as sermon, argument, joke or narrative” (p.25). In general, discourse analysis is necessarily the analysis of language in use. Fasold (1990: p.65) states the highlight role of discourse analysis as “the functionalist view of dicourse analysis asserts that 'the study of discourse is the study of any aspect of language use”. In fact, discourse analysis can not be restricted to the description of linguistic forms independent of the purposes and functions which these forms perform. Functional analyses of discourse rely less upon the strictly grammatical characteristics of utterances as sentences, than upon the way utterances are situated in contexts. 9 2.1.2. Definition of Business Contract Business contracts are a form of written documents used as a means to bind business partners to legal obligations. It is no exaggeration to say that business contracts can lead to the success or failure of a company. According to Xie (2006:18), he states “a contract refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing”. In addition, Yan Chen and Dai Yun (2014) defines contract as a special kind of legal text, has its own language features which are remarkably reflected in vocabulary from the angle of linguistics. The use of vocabulary in contract indicates that contract is binding upon conclusion, and the contract terms are precise and accurate. The differences in lexical features between contract and other legal texts lie in the following six aspects: first letter to be capitalized; formal words; technical terms; archaic words; borrowed words; modal verbs. Carven (1985) defines a contract as “An agreement made between two or more parties which create legal rights and obligations” (p.96). Besides, Ashley (1992) explains contracts in more details “Any legally binding between or more parties. To be effective according to law, it is essential that the parties to a contract have legal capacity and freedom of contract; they must intend it to be binding; they must be agreed on the purpose of the contract and the purpose must not be illegal; there must be promised by each party; and the meaning of the agreement must be clear enough to be understood” (p.80). Deborah, Schiffrin (1995:46), states that contracts are the basis of business relationships. It is considered as an institutional-based mechanism for the formulation of expectations in the precommencement phase of a relationship. In addition, Dilys, P. (2005) points out that “A contract is an agreement that is voluntarily entered into by parties having capacity to contract to do a legal act or acts”. Generally speaking, contract is an important branch of legal document, which is the language of the contract of England, America, and some other countries whose official language is English. To be more exact, contract English here refers to English used in civil, commercial contract in the countries whose official language 10