The Working Group for the preparation of a third edition of the UNIDROIT Principles of International Commercial Contracts held its first session in Rome from 29 May to 1 June 2006. The session was attended by Guido Alpa (Italy), M. Joachim Bonell (UNIDROIT), Paul-André Crépeau (Canada), Samuel Kofi Date Bah (Ghana), Benedicte Fauvarque-Cosson (France), Paul Finn (Australia), Marcel Fontaine (Belgium), Michael Philip Furmston (United Kingdom), Henry D. Gabriel (United States), Sir Roy Goode (United Kingdom), Arthur Hartkamp (Netherlands), Alexander Komarov (Russian Federation), Ole Lando (Denmark), Takashi Uchida (Japan), João Baptista Villela (Brazil), Pierre Widmer (Switzerland), Zhang Yuqing (China) and Reinhard Zimmermann (Germany). The session was also attended by the following Observers: Ibrahim Al Mulla for the Emirates International Law Center, Christine Chappuis for the Group de Travail Contrats Internationaux, François Dessemontet for the Swiss Arbitration Association, Alejandro Garro for the New York City Bar, Emmanuel Jolivet for the ICC International Court of Arbitration, Richard Mattiaccio for the American Arbitration Association, Hilmar Raeschke-Kessler for the German Arbitration Institute, Giorgio Schiavoni for the Chamber of National and International Arbitration of Milan, Jeremy Sharpe for the Center for American and International Law, Institute for Transnational Arbitration, Matthew Sillett for the London Court of International Arbitration and Renaud Sorieul for the United Nations Commission on International Trade Law (UNCITRAL).

At the beginning of the session Mr M.J. Bonell, who was confirmed Chairman of the Working Group, asked for a minute of silence in memory of Professor E.A. Farnsworth, one of the pillars of the Group in the past and who had recently passed away.

The first item on the agenda was an exchange of views concerning how best to promote the Principles and monitor their use in practice. In this respect particular importance was attached to the involvement in the Group’s work of so many international organisations and arbitration centers: by accepting the invitation to send observers they clearly demonstrated their interest in the project, and the general expectation was that they would do their best to further promote the use of the Principles within their respective spheres of influence. Due consideration was also given as to how to support the implementation of the OHADA draft Uniform Contract Act based on the Principles and currently before the competent organs of OHADA: it was suggested that to this effect an international seminar be organised, in conjunction with other interested institutions such as UNCITRAL, ICC, the International Trade Center UNCTAD/WTO, etc., in one of the OHADA member States.

The Group then proceeded, on the basis of a position paper prepared by the UNIDROIT Secretariat (UNIDROIT 2006 – Study L – Doc. 99), to an in-depth discussion of the five topics suggested for inclusion in the new edition of the Principles, i.e. unwinding of failed contracts; illegality; plurality of debtors and of creditors; conditions; and termination of long-term contracts for cause. There was substantial agreement as to the importance of these topics and the basic approach to be taken in addressing them. The Group appointed R. Zimmermann Rapporteur on the topic of unwinding of failed contracts, M. P. Furmston on the topic of illegality, M. Fontaine on the topic of plurality of obligors and of obligees, B. Fauvarque-Cosson on the topic of conditions and F. Dessemontet on the topic of termination of long-term contracts for cause. The Rapporteurs were asked to prepare on their respective topics preliminary draft rules together with explanatory notes to be submitted to the Group for discussion at its next plenary session to be held in Rome from 4 to 8 June 2007.

Summary Records of the 1^st session of the Working Group (29 May - 1 June 2006) (UNIDROIT 2006 – Study L – Misc. 26)