KudoZ home » French to English » Management

inopposables

English translation: cannot be invoked, are non-invocable

Login or register (free and only takes a few minutes) to participate in this question.

You will also have access to many other tools and opportunities designed for those who have language-related jobs
(or are passionate about them). Participation is free and the site has a strict confidentiality policy.

GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)

French term or phrase:	inopposables
English translation:	cannot be invoked, are non-invocable
Entered by:	Sylvia Smith

Options:
- Contribute to this entry
- Include in personal glossary

16:43 Sep 18, 2006

French to English translations [PRO]
Law/Patents - Management / company bylaws

French term or phrase: inopposables

From a company's bylaws:

Le directeur général représente la société dans ses rapports avec les tiers auxquels toutes décisions limitant ses pouvoirs sont inopposables. Il peut être autorisé par le conseil d'administration à consentir les cautions, avals et garanties donnés par la société dans les conditions et limites fixées par la réglementation en vigueur.

I saw the previous KudoZ posts, that indicate nullify or not binding, but I'm having trouble understanding how that fits in here. Any insight on the logic of this sentence would be much appreciated!

Sylvia Smith KudoZ activity Questions: 226 (none open) (9 closed without grading) Answers: 721
Local time: 20:43

cannot be invoked, are non-invocable

Explanation:
resolutions/decisions passed/taken or that will be/have been passed/taken to limit the powers of the general manager/CEO cannot be invoked in this particular case

Selected response from:

writeaway
Local time: 20:43

Grading comment

Thank you to everyone who answered! writeaway's suggestion seems to fit best here.
4 KudoZ points were awarded for this answer

Summary of answers provided

5 +2

unenforceable

Marian Greenfield

5 +1

shall not be binding on

Mary Lalevee

no third party can be held liable for decisions which would limit the general manager's power

MatthewLaSon

3 +1

cannot be invoked, are non-invocable

writeaway

not applying

Marc Glinert

out of order

Jeffrey Lewis

Answers

9 mins confidence:

peer agreement (net): +2

unenforceable

Explanation:
rend inopposable - nullifies (French to English translation ...
(KudoZ) French to English translation of rend inopposable: nullifies [Law/Patents]. ... If you don't like that, Í'd say unenforceable. ...
www.proz.com/kudoz/463219 - 25k - Cached - Similar pages

[PDF] La détermination du prix dans la Convention de Vienne , le UCC et ...
File Format: PDF/Adobe Acrobat - View as HTML
dre le contrat inopposable ou «unenforceable» ... contract was treated as an ‘agreement to agree’, and was unenforceable for indefiniteness». ...
www.journal.law.mcgill.ca/abs/vol41/2lecos.pdf - Similar pages

definitions - u - - [ Translate this page ]
unenforceable against a third party (security agreement) inopposable aux tiers RSO 1990, cP10; 9(2). unethical unprofessional, dishonest or unethical ...
www.uottawa.ca/associations/ctdj/lexont/def_u.htm - 194k - Cached - Similar pages

ADOBE SYSTEMS INCORPORATED OPEN SOURCE LICENSE NOTICE TO USER ... - [ Translate this page ]

Marian Greenfield
Local time: 14:43
Specializes in field
Native speaker of:

English
PRO pts in category: 10

2 hrs confidence:

peer agreement (net): +1

cannot be invoked, are non-invocable

Explanation:
resolutions/decisions passed/taken or that will be/have been passed/taken to limit the powers of the general manager/CEO cannot be invoked in this particular case

writeaway
Local time: 20:43
Works in field
Native speaker of:

English
PRO pts in category: 8

Grading comment

Thank you to everyone who answered! writeaway's suggestion seems to fit best here.

14 hrs confidence:

peer agreement (net): +1

shall not be binding on

Explanation:
Le directeur général représente la société dans ses rapports avec les tiers auxquels toutes décisions limitant ses pouvoirs sont inopposables

"The general manager represents the company in its relations with third parties. Any decisions restricting the general manager's managers shall not be binding on third parties."

In other words, the GM respresents the company and has certain powers in relations with third parties. Any decision by a company body such as the Board of Directors to limit these powers in any way will not affect any contract or undertaking entered into by the GM with said third parties, i.e. they cannot be rendered invalid.

HTH

Mary Lalevee
United Kingdom
Local time: 19:43
Native speaker of:

English

17 mins confidence:

out of order

Explanation:
Company bylaws are not always in perfect agreement with Robert's Rules of Order or the French parliamentary equivalent. The grammatical referent of "auxquels" is "rapports", and so I guess it simply means that the "conseil d'admin" cannot limit the D.G.'s powers to treat with third parties. Then the text goes on to describe ways in which the D.G.'s powers can in effect be specified, if not limited, in cases.

I would guess that "auxquels" can be translated as "with regard to which". The actual translation of "inopposables"? "Not permitted" might be a bit blunt in this situation; "out of order" or "not in order" might be a more diplomatic way of expressing the fact that this D.G. is more powerful than his board of directors - although certain aspects of certain agreements do appear either to invite or to require the authorization of the board, e.g., guarantees and permissions, etc.

Company bylaws are a part of a legal corporation's functioning. They are there to show that business is transacted in an orderly fashion - not to guide a democratic process. Still, they use parliamentary language.

--------------------------------------------------
Note added at 19 hrs (2006-09-19 12:35:58 GMT)
--------------------------------------------------

I have to accept Marian G.'s answer as correct because of her background and confidence level (even though I don't use the confidence level like that any more). It makes me feel bad, though, because the fact that all her refs are from litigation of contracts means that the parliamentary language of company bylaws, which was always partially procedural sham, has abandoned that fig-leaf for word meanings that already point toward future litigation. This text could even be construed as forestalling shareholder revolts - something that we are likely to see more of when the recession hits.

Also - bylaws are not cases, or particular cases. The text does not refer to a particular case (and just try Googling "non-invocable").

Finally - I know that company coffee is free, Marc, but it will perforate your duodenum. Just say no!

Jeffrey Lewis
United States
Local time: 14:43
Works in field
Native speaker of:

English
PRO pts in category: 4

15 hrs confidence:

not applying

Explanation:
The CEO represents the company in its relations with third parties and has full power to do so, limitations to these powers set by the board not applying in such relations.

It ain't pretty, but it's the best I can do, Sylvia.

--------------------------------------------------
Note added at 3 days14 hrs (2006-09-22 07:26:58 GMT)
--------------------------------------------------

Note to Jeffrey - not here it isn't. € 0.35 a plasitc cup. And you have to get up and get it yourself.

Marc Glinert
Local time: 20:43
Works in field
Native speaker of:

English

1 day7 hrs confidence:

no third party can be held liable for decisions which would limit the general manager's power

Explanation:
Hello,

This often brings about a lot of confusion. It's a mult-purpose word in French, but not in English.

I'd like to first say that "opposer" can indeed mean to "object/oppose" in certain contexts.

However, in legal contexts, it tends to have one of the two meanings.

1) opposer un/une + noun = to put forward (an objection of some sort0. E.g. , opposer une démenti = to formally deny (literally, "to put forward a formal objection").

2) opposable (être opposé) = can be held liable

In this case, a third party can never be held liable if any decision is made which would diminish the general manager's power. In other words, third parties are not binded by these potential decisions; that's to say that they cannot be legally challenged in this capacity. So, through the chain of reasoning, "cannot be challenged" could be a possible translation (not preferred).

I hope this helps.

--------------------------------------------------
Note added at 237 days (2007-05-13 23:20:59 GMT) Post-grading
--------------------------------------------------

If someone is not liable for damage, he or she cannot be "legally challenged" because of it. However, this is not standard legalese. My point is "opposable" does convey the notion of "cannot be challenged" in this context, contrary to what some say on here.

Yes, "unenforceable" is acceptable, but not overly common these days. I would not prefer to express it this way.

MatthewLaSon
Local time: 14:43
Native speaker of:

English
PRO pts in category: 12

Return to KudoZ list

KudoZ™ translation help
The KudoZ network provides a framework for translators and others to assist each other with translations or explanations of terms and short phrases.

Overview

Latest translation questions

Ask a translation question

See also:

ProZ.com term search

Search millions of term translations

inopposables

English translation: cannot be invoked, are non-invocable

Login or register (free and only takes a few minutes) to participate in this question.

Answers

Sign in to your ProZ.com account...

Or create a new account

ProZ.com ideas

KudoZ™ translation help
The KudoZ network provides a framework for translators and others to assist each other with translations or explanations of terms and short phrases.

inopposables

English translation: cannot be invoked, are non-invocable

Login or register (free and only takes a few minutes) to participate in this question.

Answers

Sign in to your ProZ.com account...

Or create a new account

ProZ.com ideas

KudoZ™ translation helpThe KudoZ network provides a framework for translators and others to assist each other with translations or explanations of terms and short phrases.

KudoZ™ translation help
The KudoZ network provides a framework for translators and others to assist each other with translations or explanations of terms and short phrases.