# ressalvados



## Porteño

Hi everyone!

The phrase is:

A administração da Sociedade competirá ao Conselho de Administração e à Diretoria, na forma deste Capítulo, *ressalvados* os disposiciones da lei vigente.

_The administration of the company is incumbent on the Administrative Council and the Board of Directors in accordance with this Chapter, subject to the provisions of the laws in force. _
 
Your comments would be much appreciated. Thanks,
Porteñ0


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## Outsider

_Ressalvar_ generally means "to safeguard", but there is probably a more appropriate way to translate it in a legal context. Wait for further replies.


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## Porteño

Outsider said:


> _Ressalvar_ generally means "to safeguard", but there is probably a more appropriate way to translate it in a legal context. Wait for further replies.


 
Yes, that was my intitial problem, but then it didn't seem to make much sense if the Council was *safeguarded* from the law. Of course, this might depend on particular legal matters in Brazil of which I am not familiar.


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## Vanda

I am not very sure but it seems that the term used is exception.

ressalva = Exceção, reserva, restrição. /     Cláusula restritiva.  
_
Law._  A formal objection taken in the course of an action or a proceeding.
exception = *Definition*: special case; irregularity



> The act of excepting or excluding from a number designated or from a description; that which is excepted or separated from others in a general rule or description; (...); an act of excepting, omitting from mention, or leaving out of consideration. Express exclusion of something from operation of contract or deed. An _exception_ operates to take something out of a thing granted that would otherwise pass or be included.


(answers)

Yes, that is it:


ressalvar = except


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## Porteño

This a difficult one! As I read it, the Council can do more or less what it wants except break the law. That's why I had thought 'subject to' conveyed that idea. I don't know whether you agree with that.


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## Vanda

I'll try to explain, without worring with jargons, the idea:

A administração da Sociedade competirá ao Conselho de Administração e à Diretoria, na forma deste Capítulo, *ressalvados* as disposições da lei vigente.


The Administrative Council and the Board will manage the Corporation, according to this chapter, exceptions taken to the law in force,
i.e., if the items aren't  in accordance to the law, the law will prevail. 

Cadê o Carfer quando a gente precisa dele?


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## Porteño

Then I think 'subject to' fits the bill. By the way, who is Carfer?


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## Carfer

Working and stressing a lot these days, that's why.

Anyway, you should not miss me, Vanda actually did a very fine job: '_ressalvados_' means '_excepted_' in this context, that's for sure.


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## andre luis

Porteño said:


> A administração da Sociedade competirá ao Conselho de Administração e à Diretoria, na forma deste Capítulo, *ressalvados* _as_ disposiciones da lei vigente.


Disposições.


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## Porteño

andre luis said:


> Disposições.


 
There was a typo - the original was 'dispositivos'.


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## Porteño

Carfer said:


> Working and stressing a lot these days, that's why.
> 
> Anyway, you should not miss me, Vanda actually did a very fine job: '_ressalvados_' means '_excepted_' in this context, that's for sure.


 
So you are saying that it should read like this?
__ 
_The administration of the company is incumbent on the Administrative Council and the Board of Directors in accordance with this Chapter, *with the exception of the *provisions of the laws in force.? _


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## Outsider

Porteño said:


> A administração da Sociedade competirá ao Conselho de Administração e à Diretoria, na forma deste Capítulo, *ressalvados* os *dispositivos* da lei vigente.


My try:

"The administration of the Society shall be the task of the Administrative Council and of the Board of Directors as defined in this Chapter, _according to the dispositions in the current law_ (?)."


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## Porteño

Outsider said:


> My try:
> 
> "The administration of the Society shall be the task of the Administrative Council and of the Board of Directors as defined in this Chapter, _according to the dispositions in the current law_ (?)."


 
That I like, thanks.


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## Carfer

Porteño said:


> So you are saying that it should read like this?
> 
> _The administration of the company is incumbent on the Administrative Council and the Board of Directors in accordance with this Chapter, *with the exception of the *provisions of the laws in force.? _


 

Sorry I've been away and I'm writing this in a hurry. It means that the provisions of current law should prevail over the contract.


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## Porteño

Carfer said:


> Sorry I've been away and I'm writing this in a hurry. It means that the provisions of current law should prevail over the contract.


 
Then that brings us back to my original idea of 'subject to' which effectively means that the law takes precedence.


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## Carfer

Porteño said:


> Then that brings us back to my original idea of 'subject to' which effectively means that the law takes precedence.


 
Well, a sole sentence is a frail foundation uppon which to support an informed opinion, but, as I read the contract, I think it means that the activity of the Board of Directors and of the Administrative Council is ruled by the provisions of that specific Chapter of the contract, except where the law provides differently, the law then taking precedence as you say. That's what Vanda said too, actually.

What the sentence doesn't say and would be important to know for a jurist is what kind of law provisitions will override the contract. In our continental-napoleonic system of law not every statutory provision is imperative, the parties concerned being allowed to rule as they think fit when a particular rule of law is not mandatory. So the question here is: when a particular clause of the contract and a rule of law provide differently, does the law always prevail over the contract or just when the law is imperative? The last one is the good answer in most cases, but contracts are usually very specific about this and I wonder why this particular clause isn't. 

I know it's not up to the translator to solve the matter, but perhaps some other parts of the contract will shed some light on this and the comments above may be of use to you in order to grasp the true meaning of the sentence.


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## Porteño

Carfer said:


> Well, a sole sentence is a frail foundation uppon which to support an informed opinion, but, as I read the contract, I think it means that the activity of the Board of Directors and of the Administrative Council is ruled by the provisions of that specific Chapter of the contract, except where the law provides differently, the law then taking precedence as you say. That's what Vanda said too, actually.
> 
> What the sentence doesn't say and would be important to know for a jurist is what kind of law provisitions will override the contract. In our continental-napoleonic system of law not every statutory provision is imperative, the parties concerned being allowed to rule as they think fit when a particular rule of law is not mandatory. So the question here is: when a particular clause of the contract and a rule of law provide differently, does the law always prevail over the contract or just when the law is imperative? The last one is the good answer in most cases, but contracts are usually very specific about this and I wonder why this particular clause isn't.
> 
> I know it's not up to the translator to solve the matter, but perhaps some other parts of the contract will shed some light on this and the comments above may be of use to you in order to grasp the true meaning of the sentence.


 
Very many thanks for your detailed and well-informed comments. Unfortunately, the contract is a little vague on a number of points, or perhaps is not well drawn up (I'm not a lawyer so I cannot be the judge of that). As you rightly state, it is not the translator's job to fathom out what is really intended and he/she has to make the best-educated guess. This is the main reason why I stick by 'subject to' because in the absence of anything more specific, I have to assume that the law always prevails in this case.

At least I know now who Carfer is. -)


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## Arthur Vasconcelos

I'd just like to say that "subject to" fit perfectly in this case. It's exactly what it means.

Arthur Vasconcelos


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## Porteño

Arthur Vasconcelos said:


> I'd just like to say that "subject to" fit perfectly in this case. It's exactly what it means.
> 
> Arthur Vasconcelos


 
Thanks, and welcome to the Forum!


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