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provisión por contratos onerosos
Portico
Mar 26, 2011 10:05
13 yrs ago
12 viewers *
Spanish term

constituyendo el mismo/constituyendo el legal

Spanish to English Law/Patents Law (general) Supply agreement (Argentina)
In the "Between" section of an Argentinean supply agreement (translating to UK english)

I have never seen this used in contract in Spain and am not sure what it refers to. I see that, according kudoz glossaries, domicilio real is "actual address". Does constituyendo have anything to do with the incorporation of the company? or does it mean something as simple as "with actual address and domicile/address for legal purposes" (in the second case below)?

"Entre X..., representada en este acto por X... con domicilio real y *constituyendo el mismo* en la calle..., y X, representada en este acto por X, que acredita su personería con .... , con domicilio real y *constituyendo el legal* en la calle"

Any help much appreciated!
Proposed translations (English)
5 +3 (with the same) located at
5 domicile by choice
4 with its real seat at / with its legal seat at

Discussion

Charles Davis Mar 26, 2011:
Domicile and constituir I want to endorse what FVS is saying about the British sense of "domicile". We have been told that this target of the translation is the UK and therefore we know for certain that "domicile" is unequivocally wrong here. Nor do companies have seats in English (though they have sedes in Spanish). They have actual addresses and registered or legal addresses, which may or may not be the same, as we see here.
My problem with this question, and what discouraged me from answering when I considered it earlier, was how to handle "constituir", for which the translation "establish" has been generally agreed on two previously occasions in KudoZ. It is a term characteristic of Argentinian contracts. It appears to mean nothing much more than formally declaring the address (and thus establishing it for the purposes of the contract). It probably doesn't need to be expressed as such.
FVS (X) Mar 26, 2011:
More on domicile. Classic false friend. In law, domicile is the status or attribution of being a permanent resident in a particular jurisdiction. A person can remain domiciled in a jurisdiction even after they have left it, if they have maintained sufficient links with that jurisdiction or have not displayed an intention to leave permanently.

Traditionally many common law jurisdictions considered a person's domicile to be a determinative factor in the conflict of laws and would, for example, only recognize a divorce conducted in another jurisdiction if at least one of the parties were domiciled there at the time it was conducted.

http://en.wikipedia.org/wiki/Domicile_(law)
FVS (X) Mar 26, 2011:
Domicile is NOT address Domicile is a legal term the purpose of which is to connect an individual to a territory that has a distinct system of law, e.g. England & Wales, Scotland, France. This law (your personal law) will regulate such issues as the validity of wills, marriages and civil partnerships ( IHTM11032) as well as taxpayer’s exposure to IHT.

However, there is no precise or agreed definition. Broadly speaking, under English law you are domiciled in the country in which you have made your permanent home.

Other countries have their own definition of domicile so do not be surprised if the taxpayer seems to have another understanding of the term. This may occur when considering the impact of a double taxation convention or agreement when considering the succession to foreign property. TG can provide advice in such cases.

http://www.hmrc.gov.uk/manuals/ihtmanual/ihtm13002.htm

Proposed translations

+3
3 hrs
Selected

(with the same) located at

.

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Note added at 3 hrs (2011-03-26 13:41:33 GMT)
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sorry, for the second bit it means

(with the same) legally located at

--------------------------------------------------
Note added at 3 hrs (2011-03-26 13:42:56 GMT)
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In the second case it is not a person but presumably a company so it will have a 'legal' address, or registered office.

--------------------------------------------------
Note added at 4 hrs (2011-03-26 14:52:40 GMT)
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Note to Asker. Don't rule out sloppy drafting. If they are both companies there seems no logical reason to differentiate between them but I have translated literally thousands of Spanish contracts and it is not at all uncommon to find this sort of inconsistency, even from the very top law firms. I should not worry about it - I don't think it has any real significance.
Note from asker:
Thank you, I must say, that when I looked for domicilio real, I was expecting (based on what would normally appear in a Spanish contract, to find this was Argentine-speak for registered office). Actually in both cases it refers to companies represented by a person.
Peer comment(s):
agree Charles Davis
39 mins
Thanks Charles. And for the supportive discussion entry.
agree Ricardo Galarza
11 hrs
Thank you.
agree Ruth Ramsey : Just "located at" should suffice.
23 hrs
Thanks Ruth.
Something went wrong...
4 KudoZ points awarded for this answer. Comment: "Thank you again! "
5 mins

with its real seat at / with its legal seat at

"El mismo" se refiere al domicilio real ("real seat") y "el legal" se refiera al domicilio legal ("legal seat").
Peer comment(s):
neutral FVS (X) : Sorry, we don't use 'seat' in legal terminology. It is more of a political term.
2 hrs
Something went wrong...
1 hr

domicile by choice

Domicilio legal : domicile by choice
Constituir domicilio: to establish domicile by choice
Peer comment(s):
neutral FVS (X) : Sorry, we are talking address here, not domicile which is a totally different legal concept.// Sorry, domicile has a different meaning in English law. I will post disc. note.
54 mins
If I am not wrong, domicile by choice is the one you choose to receive all legal notices ... At least that is the case in Argentina. domicile of choice= where you live // domicile by choice= the chosen one for all notices purposes.- I'll keep on checking
Something went wrong...
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