The Best Way to Send a Draft Contract to Your China Counterparty

The other day I cleaned up and revised the various email templates our China lawyers sometimes use to answer frequently asked questions sent to us by our clients and potential clients. One of the common questions we get from clients is on how to send to the Chinese side of a deal the contracts our lawyers have drafted.

Our standard answer is the following:

It is usually best for you to send a draft contract to the Chinese side as an already signed PDF. You achieve two goals by doing it this way. First off, the Chinese side cannot easily modify this without you seeing the modifications they have made. It is not unusual for Chinese companies to sign and return your signed Word document as though they did not make any changes when they actually did. Using a PDF makes this less likely.

Second, sending the contract this way essentially tells them, “please execute this without any changes so we can move forward quickly.” If you send them a Word document you are all but inviting them to make changes to it.

I note though that in the last few years it has become customary to use a Word document for China contracts because Chinese companies have started to make a lot of changes to their contracts. This is actually a good thing because it means they now take their contracts seriously and that in turn means they realize Chinese courts have gotten better at enforcing them. This means they don’t typically sign a contract planning to breach it.

So the current best strategy is for you is to send them a signed PDF. Then, if they ask for it in Word format you can and should send them that. Just don’t send the Word document until they ask for it!

Your thoughts?