Execute and Deliver

 

Neither execute nor deliver are problem words in translation – at least not when found separately. Execute will typically mean one of two things:

1) to have a contract signed by someone with authority to do so; or

2) to perform or complete a contract or duty.

Deliver, when found alone, will also either indicate one of two things:

1) that an instrument is to be physically delivered (i.e. to take or hand over to someone); or

2) nothing at all.

Allow me to elaborate on this latter point. In concluding clauses of contracts that will not actually be physically delivered, the word delivered is just a fossilized term. It’s something we continue to write in our contracts even though times have changed and the entire transaction may be done online. And, of course, that’s where the translation problem originates.

Let’s look at the following example:

This agreement and the New Warrants have been duly executed and delivered by the Company.

As Adams points out, this is problematic. First, because it’s not clear why they used execute rather than sign. Second, because the phrasing seems to suggest that delivery is required for an effective contract, but seal and delivery is not really the requirement for all contracts.

In translation, when rendering execute and deliver literally word-for-word, translators will often convey the wrong meaning. Translating execute as synonymous of perform and deliver as physical delivery when no such delivery is going to occur.

Additionally, as a doublet, execute and deliver really just means to enter into. Another subtlety that often gets lost in translation.  So, what is a translator to do? A simple flowchart can help.

In short, it all boils down to whether or not the contract will indeed be delivered. If so, then execute and deliver are independent terms and need to be interpreted as such (i.e. sign and physically hand over to someone). If not, then they are a doublet and simply mean enter into. It's really just that simple! 

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