Contract clause

English translation: contract gap

GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
German term or phrase:Vertragslücken
English translation:contract gap

18:56 Sep 14, 2018
    The asker opted for community grading. The question was closed on 2018-09-18 09:54:07 based on peer agreement (or, if there were too few peer comments, asker preference.)


German to English translations [PRO]
Law/Patents - Law: Contract(s) / Vertragslücken
German term or phrase: Contract clause
Hello!

I am translating a fairly straight forward agreement from German into English, and I have come across a clause destined to "Vertragslücken". The clause is very simple: "Die Regelung von Ziff. xxx gilt sinngemäss auch für das Ausfüllen von Vertragslücken." The Ziff. it is referring to states how the Parties must proceed in case any provisions are void or unenforceable.

The meaning is clear to me, however I do not believe I've ever come across a similar clause in any contract before. I am unsure of whether to title this clause "Contract loopholes" or "grey areas". I would appreciate any suggestions, especially if anyone has ever seen a clause with this title before.

Cheers!
Catalina von Wichmann
Spain
Local time: 01:25
fill any gap
Explanation:
Vertragslücke - gap
12.4 - Severability. - salvatorische Klausel
In the event of the invalidity of any provisions of this Agreement or if this Agreement contains any gaps, the Parties agree that such invalidity or gap shall not affect the validity of the remaining, provisions of this Agreement. The Parties will replace an invalid provision or fill any gap with a valid provision that most closely approximates the purpose and economic effect of the invalid provision or, in case of a gap, the Parties' intentions. In the event that the provisions of this Agreement are materially altered as a result of the preceding sentences, the Parties shall renegotiate the provisions of this Agreement in order to resolve any inequities. Nothing in this Agreement shall be interpreted so as to require either Party to violate any applicable laws, rules or regulations. https://agreements.realdealdocs.com/supply-contract-clauses/...
Selected response from:

Kim Metzger
Mexico
Local time: 18:25
Grading comment
Thank you for the link! I actually searched the term in the ProZ glossary before posting the question and did not get any hits, even though it was the exact same spelling. Odd!
4 KudoZ points were awarded for this answer



Summary of answers provided
4 +6fill any gap
Kim Metzger
3 -1(Clarifying) contractual uncertainties
Michael Martin, MA
Summary of reference entries provided
Has been asked before
Steffen Walter

  

Answers


27 mins   confidence: Answerer confidence 3/5Answerer confidence 3/5 peer agreement (net): -1
(Clarifying) contractual uncertainties


Explanation:
...the only thing that's certain is uncertainty...

Michael Martin, MA
United States
Local time: 19:25
Specializes in field
Native speaker of: Native in GermanGerman, Native in EnglishEnglish
PRO pts in category: 225

Peer comments on this answer (and responses from the answerer)
disagree  Steffen Walter: This wording would be highly unusual in a severability clause. See Kim's answer./See asker's context ("Die Regelung von Ziff. xxx gilt sinngemäss auch für das Ausfüllen von Vertragslücken."). This is clearly about translating the term in-context.
1 hr
  -> Are we just looking to translate "Vertragslücken" (no-brainer) or a topic sentence to head up a paragraph?/I was afraid you might say that:)
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57 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +6
fill any gap


Explanation:
Vertragslücke - gap
12.4 - Severability. - salvatorische Klausel
In the event of the invalidity of any provisions of this Agreement or if this Agreement contains any gaps, the Parties agree that such invalidity or gap shall not affect the validity of the remaining, provisions of this Agreement. The Parties will replace an invalid provision or fill any gap with a valid provision that most closely approximates the purpose and economic effect of the invalid provision or, in case of a gap, the Parties' intentions. In the event that the provisions of this Agreement are materially altered as a result of the preceding sentences, the Parties shall renegotiate the provisions of this Agreement in order to resolve any inequities. Nothing in this Agreement shall be interpreted so as to require either Party to violate any applicable laws, rules or regulations. https://agreements.realdealdocs.com/supply-contract-clauses/...

Kim Metzger
Mexico
Local time: 18:25
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 1229
Grading comment
Thank you for the link! I actually searched the term in the ProZ glossary before posting the question and did not get any hits, even though it was the exact same spelling. Odd!

Peer comments on this answer (and responses from the answerer)
agree  writeaway
12 mins

agree  Steffen Walter: https://www.proz.com/kudoz/german-to-english/law-contracts/6...
1 hr

agree  Johanna Timm, PhD
4 hrs

agree  Michele Fauble
1 day 39 mins

agree  Darin Fitzpatrick
2 days 19 hrs

agree  Margaret Marks: A loophole is the opposite to a gap: it allows you to do something it didn't mean you too, whereas a gap means something missing that needs to be filled in.
3 days 20 mins
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Reference comments


2 hrs peer agreement (net): +1
Reference: Has been asked before

Reference information:
See, for instance,

https://www.proz.com/kudoz/german-to-english/law-contracts/6...
https://www.proz.com/kudoz/english-to-german/law-contracts/5...

Steffen Walter
Germany
Works in field
Native speaker of: Native in GermanGerman
PRO pts in category: 664

Peer comments on this reference comment (and responses from the reference poster)
agree  Edith Kelly: Yes, but askers always think they will have to invent the wheel
9 hrs
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