The mandate of Professor Luigi FERRARI BRAVO, President of UNIDROIT since 1 January 1995, is due to expire on 31 December 1999, and the Italian Government, pursuant to Article 6(2) of the UNIDROIT Statute, has appointed Professor Berardino LIBONATI to succeed him as President of the Institute from 1 January 2000.
Seminar on "The world organisation for a modern private law in the era of globalisation", UNIDROIT, Rome, 25 November 1999
A seminar was held on 25 November 1999 following the 53rd session of the UNIDROIT General Assembly, which drew a large audience made up of diplomats representing member and non member States of the Institute in Rome, representatives of Italian organisations maintaining institutional links with the Institute, as well as legal practitioners, businessmen, academics and researchers from Italy and abroad. The seminar was organised to introduce UNIDROIT's recent work and plans for future research and highlight its role in the world of uniform law.
The seminar was chaired by Ambassador Umberto VATTANI, Secretary General of the Italian Ministry of Foreign Affairs. Following the opening words of the President of UNIDROIT, Prof. Luigi FERRARI BRAVO and an introductory address by Prof. Giuliano AMATO, Minister of the Treasury, the following topics were presented:
New President appointed
At its 77th session (February 1998), the Governing Council of the Institute authorised the publication of the UNIDROIT Guide to International Master Franchise Arrangements,* and accepted a proposal by the Secretariat that the Study Group on Franchising should proceed with the preparation of a model law on franchising.
The proposal of the Secretariat was based upon the growing interest demonstrated by the franchising community. This growth of interest was largely due to the adoption of franchise legislation in several countries (France (1989), Brazil (1994), Mexico (1994) Spain (1996), Russia (1996), Korea (1997), China (1997) and Indonesia (1997)) and the expected adoption of legislation in others (Malaysia, Italy and Sweden). This interest in franchising on the part of national legislators was due to the increase in sharp practices that the impressive growth of franchising had brought in its wake. The franchising community felt that the legislation that had been adopted in a number of countries demonstrated a certain lack of understanding of franchising and risked severely hampering its development, and also that the adoption of similar legislation in other countries should if possible be avoided. If UNIDROIT prepared a model law, which by definition would be a balanced instrument considering the nature of the organisation and the guarantees offered by its past history, this would make available to legislators an instrument that would promote and not hamper the development of franchising.
In consideration of the above, the Governing Council accepted the proposal put forward by the Secretariat and decided to authorise the Study Group on Franchising to proceed with the preparation of a model law. The proposal was finally endorsed by the General Assembly of the Institute at its 52nd session on 27 November 1998, in the context of the approval of the Work Programme for the triennial period 1999-2001.
Following the decisions taken by the Governing Council and General Assembly of the Institute, a Drafting Committee of the Study Group on Franchising met in Rome from 14 to 16 January 1999 to prepare a first draft of the future model law. This first draft was submitted to the Governing Council of the Institute at its 78th session in April 1999, and was examined in detail by the Study Group in Plenary at its Fourth Session on 9 and 10 December 1999. The Fifth Session of the Study Group is due to be held in October 2000.
The draft model law is limited to pre-contractual disclosure. The decision to limit the scope of the model law in this manner was the result of the realisation that, while constituting what apparently was only a small part of franchising, disclosure was crucial, in that a major issue in the majority of cases dealing with franchising was the allegation by the franchisee that the franchisor had not provided the franchisee with adequate information prior to the conclusion of the contract. The Study Group considered it preferable not to enter into a discussion of the issues raised in relation to the relationship between the parties to a franchise agreement in view of the inherent difficulties in establishing a uniform regulation of franchise relationships. The model law is intended to apply to both domestic and international franchising, and to different types of franchise agreement, such as traditional unit agreements, master franchise agreements and development agreements.
It is the intention of the Institute to issue the model law, once completed, with extensive explanatory notes. In addition to illustrating the significance of the individual provisions and the reasons that led the drafters to opt for a particular solution, the explanatory notes will examine the broader question of the options available to national legislators and the considerations that national legislators might wish to take into consideration when examining the possibility of introducing legislation on franchising.
The main substantive articles of the draft model law deal with the scope of application of the law, exemptions from the obligation to disclose, the format of the disclosure document, the delivery of the disclosure document, the information to be disclosed, confidentiality, acknowledgement of receipt of the disclosure document, the language of the disclosure document and remedies.
* The English version of the Guide was published in September 1998.
The UNIDROIT Secretariat's invitation to Member States to designate libraries to serve as depositories for UNIDROIT Proceedings and Papers on CD-ROM and the Uniform Law Review, New Series has been well received. Thirty libraries world-wide have been designated so far to serve this purpose. In addition to those indicated in this column in ULR 1999-3, 682, the following libraries are depositories for UNIDROIT documentation:
The following scholars conducted research at UNIDROIT between 1 April and 31 December 1999: