Legal Q&A · Commercial Contracts

Our agreement is in Slovak and English. Which version applies if the texts differ?

Law as at 10 September 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

It is advisable to designate the prevailing text expressly, but statutory rules and the dispute forum must always be considered. Under Section 8(5) of the State Language Act, the state-language version of an agreement applies in the event of ambiguity or inconsistency in proceedings before the authorities and legal entities specified in Section 3(1). Outside this specific rule, the agreement's meaning is assessed under the governing law and applicable interpretation rules; expert examination of the translation is not automatically required.

The investor wants an English text; the business needs a Slovak one. Two columns side by side appear to provide double certainty. Yet when the versions differ even in one term, a question nobody asked at signing arises: which text is actually the agreement?

The prevailing text and statutory rules

Under Section 8(5) of Act No. 270/1995 Coll. on the State Language, an agreement in another official EU language is recognised alongside the state-language version in proceedings before the authorities and legal entities specified in Section 3(1), but the state-language version applies in the event of ambiguity or inconsistency. It is therefore incorrect to claim generally that both versions always have equal standing.

When interpreting a commercial agreement, the parties’ intention known, or necessarily known, to the other party and the meaning customary in commercial dealings also apply (Section 266 of the Commercial Code, Act No. 513/1991 Coll.). The Act adds a rule every drafter should know:

An expression of intent containing a term capable of different interpretations must, in case of doubt, be interpreted against the party that first used the term in the dealings.

— Section 266(4) of the Commercial Code (unofficial English translation)

Ambiguity may therefore be construed against the party that first used the disputed term. The court interprets the agreement’s legal meaning; a translation or expert evidence may be needed where appropriate. Expert examination of the translation is not a mandatory part of every dispute.

The prevailing-language clause

A clause may state that the agreement is made in Slovak and English and that a specified version prevails in case of inconsistency. It must, however, respect the statutory rule described above and fit the rest of the agreement. Choosing an English version, foreign governing law and a foreign arbitral tribunal forms a consistent whole. By contrast, an English prevailing version before a Slovak court still requires translation: the court works in the state language and in practice requests an official translation of foreign-language documents. With Slovak governing law and a Slovak court, we therefore recommend giving priority to Slovak; this is how we structure bilingual transaction documents in our practice.

The same rule should also be agreed for amendments, schedules and notices between the parties. An inconsistency can arise even in an email implementing the agreement.

Translation is substantive work

Most discrepancies result from translations prepared under time pressure at the end of a transaction, rather than bad intent. Legal concepts in two languages do not align perfectly, and a literal translation can shift the meaning of an entire clause. Translation should therefore be handled by a lawyer familiar with the contract type in both languages, and the final texts should be read side by side before signing. Bear in mind that Slovak authorities and registers work with Slovak texts; in practice, foreign-language documents are submitted with translations.

How we can help

We prepare bilingual agreements with coordinated prevailing-language, governing-law and forum clauses, draft bespoke commercial agreements in both languages from the outset, and prepare bilingual documents for investor entry. Having someone else’s translation checked before signing is cheaper than expert evidence afterwards.

This answer provides general information on the law as at 10 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.

More legal questions

All questions and answers
  1. As a self-employed contractor, I signed a three-year non-compete. Is it enforceable? A three-year clause carries a serious risk of invalidity, but the outcome depends on the true nature of the cooperation, the restriction's scope and its proportionality. The two-year limit in Section 672a applies directly to commercial agency; courts have applied its criteria by analogy to other agreements in particular cases. It is therefore unsafe to claim that every three-year non-compete imposed on every self-employed contractor is automatically invalid. The securing penalty and whether the cooperation was actually dependent work must also be examined.
  2. The other party wants an ‘irrevocable’ power of attorney as security for the deal. Can we give one? You can grant it, but the ‘irrevocable’ element will not work: a principal cannot validly waive the right to revoke authority at any time. A power of attorney is therefore not a security instrument, and a structure allowing the other party to transfer your assets to itself on default also comes dangerously close to prohibited appropriation of collateral. Protect the transaction through escrow, a pledge or conditions in the agreement itself.
  3. My company is buying from a private individual. Does consumer law protect the seller against me? Merely designating a private individual as the seller does not exclude consumer protection. The general definition in Section 52 of the Civil Code asks whether the trader acts in the course of business and the individual outside it; status is not determined solely by who pays the price. Specific rules on consumer sales, withdrawal rights or information duties may, however, have a narrower scope. Each agreement and each rule must therefore be assessed separately when purchasing from individuals, without assuming either full protection or its complete exclusion.
  4. I am buying a car from Czechia. What should I check, and what must the agreement contain? First check the car in Czech registers using its VIN: technical data and inspection mileage, police theft alerts, insurance claim history, and whether the seller really owns it rather than a finance company. Then check the seller, particularly enforcement and insolvency. The agreement should contain representations about origin, condition and third-party rights, the exact transfer of ownership and risk, governing law and the court. Slovak registration requires recognition of the individually imported vehicle; if it is new under VAT law, VAT is paid in Slovakia.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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