There is no law specifically saying that contract in English or other foreign language is void or unenforceable in Cambodia. Hence, the answer to the above question is “yes, it is”.
It is quite common today in Cambodia that contracts are written in English language for transactions between Cambodians and foreigners or between foreigners. There are three main practices of contract drafting. Firstly, the parties use one language, either Khmer or English as the language of their contract. Secondly, the parties sign two separate documents in which one is in Khmer language and the other is in English language. Thirdly, the parties include their agreement in Khmer and English language into the same contract document.(Read more Contract of more than a language)
According to Article 311 of the Civil Code of Cambodia, contract refers to actions of two or more persons who have agreed to create, revise and end the obligations. Generally speaking, as long as there is an agreement of the parties, the contract is valid. If discussed in detail, a contract is valid and enforceable according to the following rules and requirements.
- Firstly, the parties must have (1) capacity to acquire the rights and assume obligations (Articles 6 to 9), (2) capacity to understand the legal effects of their activities or contract (Article 14) and (3) capacity to act or to enter into the contract (Article 16).
- Secondly, the agreement should be made based on the parties’ free will without defect in expression of intention (which might be due to mistake, fraud, misrepresentation, abuse of circumstances, duress, acts of receiving excessive benefits, mental reservations, and fictitious declaration of intent. (Articles 346 to 353)
- Thirdly, even though there is no defective declaration of intention, the contract is void if the content of the contract violates the mandatory provision of the law or if the content of the contract contradicts with the public order and good morals. (Article 354)
Pursuant to Article 5 of the Constitution of Cambodia, the official language and script is Khmer. Furthermore, based on Article 5 of the Code of Civil Procedure of Cambodia, Khmer language is the official language of the court and the party who does not understand Khmer language may use qualified interpreter. If the party cannot secure such an interpreter by his or her own means, the State will assign one on his or her behalf. Accordingly, if there is any dispute arising from or in relation to the contract, the parties may submit their contract in English along with the translation into Khmer language.
The language of Arbitration Council (AC) which has jurisdiction over collective labor disputes is Khmer language. (Clause 23, Prakas No. 99 dated 21 April 2004 on the Arbitration Council) Accordingly, employment contract or any documents in English need to be translated into Khmer language.
The language of the National Commercial Arbitration Centre (NCAC) resolving commercial disputes can be English or Khmer languages or other language based on the agreement of the parties. If the parties fail to select the language, the arbitral tribunal will decide the language to be used in the proceeding. (Article 30, Law on Commercial Arbitration) In practice, parties tend to use the language which is understood by parties and arbitrators. Consequently, it is more likely that Khmer and English languages would be the choice of the parties.
In conclusion, contract in English or other foreign language is valid and enforceable in Cambodia. The contract needs to be translated in Khmer language if the parties submit their dispute to be resolved by courts and labor arbitration council in Cambodia. The language of the commercial arbitration in Cambodia is decided based on the agreement of the parties.
This text is not legal advice.