Discepancies Between Thai & English In A Rental Lease.

[colorfulthaiguy]

Last October, we signed a lease for a house in Chiang Mai. Though our landlady is Thai, she speaks excellent English and is sophisticated in the world of business. She was eager to rent the house to us and agreed to most of our requests for inclusions in the lease. The most important part of the agreement was that we had a three year lease that was renewable each year at the same rent at our discretion. We discussed this, we were very clear with her about this and she agreed. Now, after only one year she want to raise our rent by 40% ( !! ). Though the English version of the lease says that it is at the tenant's discretion to renew the lease at the same rent, the Thai version contradicts that and says that it is at the owner's discretion to renew the lease or not. There are other clauses in the lease where the Thai states the exact opposite of the English. I argue that our landlady knew from the beginning that we were signing a lease that was different from our expectations and that our biggest mistake was not having the lease reviewed bilingually before we signed it. Would you go to court to try and have the original lease as we understood it upheld or just "let her get away with murder" and sign a new more expensive lease?

[midas]

This statement is contradictory. How can you have a three-year lease that is renewable every year? If it is renewable every year you have no more than a one-year lease. What you should have clearly communicated preferably in writing and then supported by the actual contract itself is that you required a one-year lease with the option to renew a further year two times after the expiry of the initial lease based on the initial rent upon each renewal. Or alternatively you could have signed a three-year lease at the same rent throughout the term but with a break clause entirely at your discretion. I am curious did you engage a lawyer?

If you don't have any other documents ( or even witnesses ) to prove she understood and agreed to this arrangement I think you would be completely wasting your time and money to pursue this in the Thai courts.

40% is a pretty hefty hike though and I'm sure she is only trying it on with you because you are now a sitting tenant. If she doesn't agree to a reduction I would indicate you are prepared to move to another location rather than pay that sort of increase and then it comes down to a bit of poker.

Edited August 14, 2011 by midas

[TheWalkingMan]

I always thought that when in doubt, the Thai language contract is the one that is enforceable. You should do a consultation with a lawyer, but for me... I would move as the landlord did the old bait and switch. Good luck and let us know how it all plays out. Did you leave a large deposit too?

TheWalkingMan

[snarky66]

Next time take the lease agreement to a translation shop.

Then mark-up your changes. Get that translated back into Thai & see if the landlord agrees.

As for your current landlady. Pack up & move out. She is clearly a snake.

[colorfulthaiguy]

You're absolutely correct. This is the wording in the lease: What you should have clearly communicated preferably in writing and then supported by the actual contract itself is that you required a one-year lease with the option to renew a further year two times after the expiry of the initial lease based on the initial rent upon each renewal[

quote name=midas' timestamp='1313297268' post='4623271]

This statement is contradictory. How can you have a three-year lease that is renewable every year? If it is renewable every year you have no more than a one-year lease. What you should have clearly communicated preferably in writing and then supported by the actual contract itself is that you required a one-year lease with the option to renew a further year two times after the expiry of the initial lease based on the initial rent upon each renewal. Or alternatively you could have signed a three-year lease at the same rent throughout the term but with a break clause entirely at your discretion. I am curious did you engage a lawyer?

If you don't have any other documents ( or even witnesses ) to prove she understood and agreed to this arrangement I think you would be completely wasting your time and money to pursue this in the Thai courts.

40% is a pretty hefty hike though and I'm sure she is only trying it on with you because you are now a sitting tenant. If she doesn't agree to a reduction I would indicate you are prepared to move to another location rather than pay that sort of increase and then it comes down to a bit of poker.

[midas]

You're absolutely correct. This is the wording in the lease: What you should have clearly communicated preferably in writing and then supported by the actual contract itself is that you required a one-year lease with the option to renew a further year two times after the expiry of the initial lease based on the initial rent upon each renewal[

does your English version of the lease specifically include the underlined words ? If this is what it states, then your situation

becomes a bit more interesting. It depends a lot on the circumstances that occurred during negotiations

and during that time both parties received and before they each signed the English version.

Who exactly drafted the English version of the lease and is there any other supporting documentation ( such as letters or e-mails or even your own handwritten notes which she may have seen )

to prove this was the intention of both parties? Which version was prepared initially, Thai or English

and were there any discussions between your lawyers and the landlord's lawyers during the drafting process?

If the English version of the lease was prepared based solely on verbal discussions I fear WalkingMan may

be correct in that the courts would ultimately lean towards the Thai version

Edited August 14, 2011 by midas

[colorfulthaiguy]

We have a lease that is clause-by-clause in Thai and then in English. This lease was prepared by our landlady and this is where the language varies. We also have an addendum to the lease that specifically outlines our option to renew as well as first right of refusal should she want to sell the house. The English addendum is very clear about our intention. I prepared this version and it is in English only BUT we went over line by line with our landlady to be certain that she understood. Both the lease and the addendum are signed and witnessed.

You're absolutely correct. This is the wording in the lease: What you should have clearly communicated preferably in writing and then supported by the actual contract itself is that you required a one-year lease with the option to renew a further year two times after the expiry of the initial lease based on the initial rent upon each renewal[

does your English version of the lease specifically include the underlined words ? If this is what it states, then your situation

becomes a bit more interesting. It depends a lot on the circumstances that occurred during negotiations

and during that time both parties received and before they each signed the English version.

Who exactly drafted the English version of the lease and is there any supporting documentation

to prove this was the intention of both parties? Which version was prepared initially, Thai or English

and were there any discussions between your lawyers and the landlord's lawyers during the drafting process?

If the English version of the lease was prepared based solely on verbal discussions I fear WalkingMan may

be correct in that the courts would ultimately lean towards the Thai version

[snarky66]

You're still unwilling to admit she tricked you?

[colorfulthaiguy]

By no means! We know that she tricked us and did it with full intention. That'll be her karma. Though she's unscrupulous, we love the house in which we live. It's very unique and suits our lifestyle. We also have a lot of furniture we brought from America that makes it difficult and expensive to move. We're VERY happy where we are and would like to stay. Though she's ripped us off, we hope to avoid that in the future. I hope that makes sense.

You're still unwilling to admit she tricked you?

[midas]

We have a lease that is clause-by-clause in Thai and then in English. This lease was prepared by our landlady and this is where the language varies. We also have an addendum to the lease that specifically outlines our option to renew as well as first right of refusal should she want to sell the house. The English addendum is very clear about our intention. I prepared this version and it is in English only BUT we went over line by line with our landlady to be certain that she understood. Both the lease and the addendum are signed and witnessed.

The fact that your addendum is only in English is problematic in my humble opinion.

It also seems that she has what is in effect a “ break clause “that benefits only her in that she can effectively come to you at any time at her convenience to say she wants to sell the house. She could do that just to gain vacant possession hoping you will decline the offer to buy. Personally I have to say for the future I recommend you should never sign any form of lease that contains this provision because it is a potential means for the owner to regain possession at any time.

And I feel even more strongly now in that you should not even consider challenging this in a Thai court. You would not get a look in.

from a practical point of view I would suggest you go back to her and say there was obviously a serious misunderstanding between both parties when the two versions of the lease were signed simultaneously but that the Thai version doesn't reflect what you specifically agreed with her. Just say as the first lease has almost expired you are prepared to start the process all over again but that any form of rent increase was never in your mind as evidenced by the English version which includes the English addendum that she also signed.

If she doesn't agree with this then it illustrates she did not have good faith from day one

and I wouldn't even continue to bother doing business with her. If she refuses to consider restitution I would move elsewhere because you don't know when the next problem will arise with someone like this.

The more you write about this lady the more I think snarky is correct in that she is a “ งู "

and I just read this in your subsequent post

" we love the house in which we live. It's very unique and suits our lifestyle. We also have a lot of furniture we brought from America that makes it difficult and expensive to move "

unfortunately you have inadvertently communicated this to her either verbally or even through your body language.

Edited August 14, 2011 by midas

[colorfulthaiguy]

Midas:

Thank you for your wisdom and the effort which you obviously put into constructing your emails.

You're King Midas in my book.

At the risk of sounding extremely sentimental and naive, though having attained 62 years of age, I still fall for the friendly smile, the warm words and gestures of sincerity. I want to believe the best in people. Though all evidence to the contrary exists in every country, every government, every neighborhood and (almost) every relationship...I'm still holding out with the belief that somewhere/sometime the greater good will win out. Thailand is a particular heart breaker. The surface presented is far, far different from what is often but, not always revealed when that surface is penetrated. Yet, with all its imperfections, I wouldn't live anywhere else.

We have a lease that is clause-by-clause in Thai and then in English. This lease was prepared by our landlady and this is where the language varies. We also have an addendum to the lease that specifically outlines our option to renew as well as first right of refusal should she want to sell the house. The English addendum is very clear about our intention. I prepared this version and it is in English only BUT we went over line by line with our landlady to be certain that she understood. Both the lease and the addendum are signed and witnessed.

The fact that your addendum is only in English is problematic in my humble opinion.

It also seems that she has what is in effect a “ break clause “that benefits only her in that she can effectively come to you at any time at her convenience to say she wants to sell the house. She could do that just to gain vacant possession hoping you will decline the offer to buy. Personally I have to say for the future I recommend you should never sign any form of lease that contains this provision because it is a potential means for the owner to regain possession at any time.

And I feel even more strongly now in that you should not even consider challenging this in a Thai court. You would not get a look in.

from a practical point of view I would suggest you go back to her and say there was obviously a serious misunderstanding between both parties when the two versions of the lease were signed simultaneously but that the Thai version doesn't reflect what you specifically agreed with her. Just say as the first lease has almost expired you are prepared to start the process all over again but that any form of rent increase was never in your mind as evidenced by the English version which includes the English addendum that she also signed.

If she doesn't agree with this then it illustrates she did not have good faith from day one

and I wouldn't even continue to bother doing business with her. If she refuses to consider restitution I would move elsewhere because you don't know when the next problem will arise with someone like this.

The more you write about this lady the more I think snarky is correct in that she is a “ งู "

and I just read this in your subsequent post

" we love the house in which we live. It's very unique and suits our lifestyle. We also have a lot of furniture we brought from America that makes it difficult and expensive to move "

unfortunately you have inadvertently communicated this to her either verbally or even through your body language.

[midas]

Midas:

Thank you for your wisdom and the effort which you obviously put into constructing your emails.

You're King Midas in my book.

At the risk of sounding extremely sentimental and naive, though having attained 62 years of age, I still fall for the friendly smile, the warm words and gestures of sincerity. I want to believe the best in people. Though all evidence to the contrary exists in every country, every government, every neighborhood and (almost) every relationship...I'm still holding out with the belief that somewhere/sometime the greater good will win out. Thailand is a particular heart breaker. The surface presented is far, far different from what is often but, not always revealed when that surface is penetrated. Yet, with all its imperfections, I wouldn't live anywhere else.

Hey colorfulthaiguy no problem at all. :jap:

And don’t feel too bad about believing the best in people. when I was working I saw this kind of thing happening in Australia

even on a corporate level involving office space and factory premises. You would never imagine that managing directors and senior executives of multinational companies could be duped would you? but when it comes to renting corporate space that involves sometimes paying millions of dollars in annual rent - believe me some were also taken for a ride sometimes in a big way.

Unbelievable as it may seem I've even seen it happen to large legal firms themselves when three years into a lease even lawyers turned around and realised they had signed a document for office premises which didn't express their intentions

And you did say your landlady was “sophisticated in the world of business “ so you have to be on guard.

so when you come to do this kind of thing next time just remember Shakespeare MACBETH, Act 1 Scene 5

“ look like the innocent flower, but be the serpent under't.”

All the best to you

Edited August 14, 2011 by midas

[Pacificperson]

Fool me once, shame on you. Fool me twice, shame on me.

You sound like you are considering caving-in and paying the 40% increase in rent. This is the first renewal. Are you willing to pay another 40% next year on the second renewal?

[stgrhe]

I always thought that when in doubt, the Thai language contract is the one that is enforceable.

No, it depends how the agreement is worded. Actually, one should never sign a bi-lingual agreement or two separate contracts, e.g. one in English and the other in Thai. The reason for that is one gets an ambiguous situation. The best way to do it if one is a foreigner here is one agreement in English with a Thai translation; this as Thai laws recognise agreements written in English. The agreement should preferably incorporate the clauses I have written below while the Thai translation version should have a note saying that the translation is for convenience only and not being part of the agreement:

CLAUSE 1 - ENTIRE AGREEMENT

This Agreement, Annexes attached hereto, and all other documents incorporated by reference shall constitute the entire Agreement between the Parties with respect to the subject matter hereof. No additions hereto nor modifications hereof shall be valid unless the same are made in writing and are signed by both Parties as an addendum to this Agreement.

CLAUSE 2 - COUNTERPARTS

This Agreement is executed in two (2) counterparts, each of which shall be deemed an original and all of which taken together shall constitute but one and the same instrument, of which each Party has taken one.

CLAUSE 3 - GOVERNING LAW AND LANGUAGE

This Agreement shall be governed and construed in accordance with the laws of the Kingdom of Thailand. The governing language of this Agreement shall be the English language.

CLAUSE 4 - JURISDICTION

This Agreement shall be subject to the exclusive jurisdiction of the courts of the Kingdom of Thailand.

[thaiwanderer]

While language precedence clauses should always be included they aren't watertight since a Thai translataion of the English version will be required by the Thai court? Defeating the purpose of the precedence issue where the two orginal versions differ due to translation / interpretation issues.

In any case I don't think this helps the OP since I'd expect him/her to have mentioned a precedence clause if it were included, and the addendum is in English only?

Even if it were included the differences between the two versions is not an understandable gap in language (they say totally different things).

Any argument the OP raises that he/she didn't understand what they were signing in the Thai version can equally be raised by the Landlord in relation to the English version.

It also appears that even on the English version the key clauses are poorly drafted.

[ThaiLawOnline]

Read section 14 of the Thai Civil Code.

The Thai Civil Code is available on ThailawONLINE.

Clause 3 of "stgrhe" is normally to do the opposite as section 14. That must be clearly written. This one, for example, is better:

---------------

LANGUAGE / ภาษา

This agreement is made in English with a Thai translation for registration with the Thai Authorities. In case of any legal dispute over any interpretation of any clause in this agreement, the English version shall be used for interpretation. สัญญาฉบับนี้ได้จัดทำขึ้นเป็นภาษาอังกฤษพร้อมคำแปลภาษาไทยเพื่อการจดทะเบียนในหน่วยงานราชการไท ในกรณีที่มีข้อโต้แย้งในการตีความของสัญญาฉบับนี้ ให้ถือภาษาอังกฤษเป็นประโยชน์ในการตีความ

---------------

[colorfulthaiguy]

Clause #1 you refer to is word for word in our lease.

Clause #2 is not.

The first sentence of Clause #3 is in the lease. The second sentence is not.

Clause # 4 is though worded slightly differently) is in our lease.

Here's the crux of the problem:

In our lease. the English states: "Upon the expiration hereof, if the Lessee wish to renew this agreement, the Lessee shall inform the Lessor in writing at least sixty (60) days prior to such expiration."

The Thai version has exactly the same language with the addition of: "subject to the lessor's agreement."

In other words, that vital last phrase was omitted in the English.

It is not a matter of interpretation.

Our landlady knew full well that we never wold have signed the lease had that language been in the English version.

The addendum to the lease clearly states that it is at our discretion whether or not to renew the lease.

I always thought that when in doubt, the Thai language contract is the one that is enforceable.

No, it depends how the agreement is worded. Actually, one should never sign a bi-lingual agreement or two separate contracts, e.g. one in English and the other in Thai. The reason for that is one gets an ambiguous situation. The best way to do it if one is a foreigner here is one agreement in English with a Thai translation; this as Thai laws recognise agreements written in English. The agreement should preferably incorporate the clauses I have written below while the Thai translation version should have a note saying that the translation is for convenience only and not being part of the agreement:

CLAUSE 1 - ENTIRE AGREEMENT

This Agreement, Annexes attached hereto, and all other documents incorporated by reference shall constitute the entire Agreement between the Parties with respect to the subject matter hereof. No additions hereto nor modifications hereof shall be valid unless the same are made in writing and are signed by both Parties as an addendum to this Agreement.

CLAUSE 2 - COUNTERPARTS

This Agreement is executed in two (2) counterparts, each of which shall be deemed an original and all of which taken together shall constitute but one and the same instrument, of which each Party has taken one.

CLAUSE 3 - GOVERNING LAW AND LANGUAGE

This Agreement shall be governed and construed in accordance with the laws of the Kingdom of Thailand. The governing language of this Agreement shall be the English language.

CLAUSE 4 - JURISDICTION

This Agreement shall be subject to the exclusive jurisdiction of the courts of the Kingdom of Thailand.

[colorfulthaiguy]

I'd like to think that this is new lease will protect us from future surprise increases.

If there's continued future harassment, then I would have no problem going to Civil Court to state our case.

Fool me once, shame on you. Fool me twice, shame on me.

You sound like you are considering caving-in and paying the 40% increase in rent. This is the first renewal. Are you willing to pay another 40% next year on the second renewal?

[colorfulthaiguy]

Thank you. I do believe that your suggested working is very beneficial.

How would I know if our landlady ever registered our lease with the proper authorities??

We have no official stamp on any document that it was submitted.

Kindly advise.

Thank you.

Read section 14 of the Thai Civil Code.

The Thai Civil Code is available on ThailawONLINE.

Clause 3 of "stgrhe" is normally to do the opposite as section 14. That must be clearly written. This one, for example, is better:

---------------

LANGUAGE / ภาษา

This agreement is made in English with a Thai translation for registration with the Thai Authorities. In case of any legal dispute over any interpretation of any clause in this agreement, the English version shall be used for interpretation. สัญญาฉบับนี้ได้จัดทำขึ้นเป็นภาษาอังกฤษพร้อมคำแปลภาษาไทยเพื่อการจดทะเบียนในหน่วยงานราชการไท ในกรณีที่มีข้อโต้แย้งในการตีความของสัญญาฉบับนี้ ให้ถือภาษาอังกฤษเป็นประโยชน์ในการตีความ

---------------

[thaiwanderer]

Thank you. I do believe that your suggested working is very beneficial.

How would I know if our landlady ever registered our lease with the proper authorities??

We have no official stamp on any document that it was submitted.

Kindly advise.

Thank you.

Why would it be registered?

[colorfulthaiguy]

The phrase "registered" was used several times in previous posts.

Thank you. I do believe that your suggested working is very beneficial.

How would I know if our landlady ever registered our lease with the proper authorities??

We have no official stamp on any document that it was submitted.

Kindly advise.

Thank you.

Why would it be registered?

[thaiwanderer]

Unless I'm misunderstanding, given the length of the lease it couldn't be registered anyway?

Clause #1 you refer to is word for word in our lease.

Clause #2 is not.

The first sentence of Clause #3 is in the lease. The second sentence is not.

Clause # 4 is though worded slightly differently) is in our lease.

Here's the crux of the problem:

In our lease. the English states: "Upon the expiration hereof, if the Lessee wish to renew this agreement, the Lessee shall inform the Lessor in writing at least sixty (60) days prior to such expiration."

The Thai version has exactly the same language with the addition of: "subject to the lessor's agreement."

In other words, that vital last phrase was omitted in the English.

It is not a matter of interpretation.

Our landlady knew full well that we never wold have signed the lease had that language been in the English version.

The addendum to the lease clearly states that it is at our discretion whether or not to renew the lease.

I hope that English clause isn't the entire crux of your claim to renewal.

What else does that lease say about what happens should you notify the Lessor of your wish to renew?

[Darrel]

I'm suprised that anyone would even consider continuing to rent from someone who seems to be quite dishonest.

I wouldnt want anything to do with such a landlord, not least because they are likely to do the same thing to me again, or worse. And I certainly wouldnt want them to have any of my money. I'd rather burn it.

[colorfulthaiguy]

The clause I referenced which lacks ( in English ) "subject to the lessor's agreement" is the clause from the body of the lease that is in English and Thai. We have an addendum attached and signed titled :Terms of Lease and reads: "Option for tenant to renew lease one year at a time for two additional consecutive years at the same rental rate for a total of 3 years."

Unless I'm misunderstanding, given the length of the lease it couldn't be registered anyway?

Clause #1 you refer to is word for word in our lease.

Clause #2 is not.

The first sentence of Clause #3 is in the lease. The second sentence is not.

Clause # 4 is though worded slightly differently) is in our lease.

Here's the crux of the problem:

In our lease. the English states: "Upon the expiration hereof, if the Lessee wish to renew this agreement, the Lessee shall inform the Lessor in writing at least sixty (60) days prior to such expiration."

The Thai version has exactly the same language with the addition of: "subject to the lessor's agreement."

In other words, that vital last phrase was omitted in the English.

It is not a matter of interpretation.

Our landlady knew full well that we never wold have signed the lease had that language been in the English version.

The addendum to the lease clearly states that it is at our discretion whether or not to renew the lease.

I hope that English clause isn't the entire crux of your claim to renewal.

What else does that lease say about what happens should you notify the Lessor of your wish to renew?

[colorfulthaiguy]

Darrel:

Though the landlady is dishonest, we would be cutting off the proverbial nose to spite the face if we left. There are several circumstances that make it better and more efficient for us to remain where we are. We've looked for alternative houses to rent but none of them come even close to what we're in now. THIS is our home. THIS is where we are happy most. That's got to be worth something in the entire scope of things. At least that's what I believe.

I'm suprised that anyone would even consider continuing to rent from someone who seems to be quite dishonest.

I wouldnt want anything to do with such a landlord, not least because they are likely to do the same thing to me again, or worse. And I certainly wouldnt want them to have any of my money. I'd rather burn it.

[Darrel]

Though the landlady is dishonest, we would be cutting off the proverbial nose to spite the face if we left.

I appreciate that. However for me it would be a matter of principle.

As I said, it would really rile me to be paying honest money to a cheat and so I just wouldnt do it, no matter how much or how little it cost me.

Just my opinion. YMMV.

[thaiwanderer]

The clause I referenced which lacks ( in English ) "subject to the lessor's agreement" is the clause from the body of the lease that is in English and Thai. We have an addendum attached and signed titled :Terms of Lease and reads: "Option for tenant to renew lease one year at a time for two additional consecutive years at the same rental rate for a total of 3 years."

To an extent as regards practicalities I agree with Darrel - but of course that's your call / nose.

As regards technicalities - is the wording of the addendum such that it simply details the exercise of the option (rather than also giving the right to the exercise the option)?

[colorfulthaiguy]

I quoted the wording verbatim.

The clause I referenced which lacks ( in English ) "subject to the lessor's agreement" is the clause from the body of the lease that is in English and Thai. We have an addendum attached and signed titled :Terms of Lease and reads: "Option for tenant to renew lease one year at a time for two additional consecutive years at the same rental rate for a total of 3 years."

To an extent as regards practicalities I agree with Darrel - but of course that's your call / nose.

As regards technicalities - is the wording of the addendum such that it simply details the exercise of the option (rather than also giving the right to the exercise the option)?

[thaiwanderer]

I quoted the wording verbatim.

The clause I referenced which lacks ( in English ) "subject to the lessor's agreement" is the clause from the body of the lease that is in English and Thai. We have an addendum attached and signed titled :Terms of Lease and reads: "Option for tenant to renew lease one year at a time for two additional consecutive years at the same rental rate for a total of 3 years."

To an extent as regards practicalities I agree with Darrel - but of course that's your call / nose.

As regards technicalities - is the wording of the addendum such that it simply details the exercise of the option (rather than also giving the right to the exercise the option)?

If the sum total of the option to renew is that sentence and the sentence in the main body of the lease described earlier above (with the English / Thai difference) then the precedence issue may not save you since its entirely lacking in sufficient detail.

[colorfulthaiguy]

Thank you for your good advice. Your point is well taken though I must say I am not familiar with the concept of precedence and why it would not work in court in our favor. Ergo I will sign the new lease ( after it is reviewed for any language discrepancies) and be done with it. The rent raise will have budget ramifications for us but I don't see any choice if this is the place in which we choose to live.

I appreciate everyone's input very, very much!

Thank you again.

I quoted the wording verbatim.

The clause I referenced which lacks ( in English ) "subject to the lessor's agreement" is the clause from the body of the lease that is in English and Thai. We have an addendum attached and signed titled :Terms of Lease and reads: "Option for tenant to renew lease one year at a time for two additional consecutive years at the same rental rate for a total of 3 years."

To an extent as regards practicalities I agree with Darrel - but of course that's your call / nose.

As regards technicalities - is the wording of the addendum such that it simply details the exercise of the option (rather than also giving the right to the exercise the option)?

If the sum total of the option to renew is that sentence and the sentence in the main body of the lease described earlier above (with the English / Thai difference) then the precedence issue may not save you since its entirely lacking in sufficient detail.