At its 90th session the Governing Council of UNIDROIT adopted the third edition of the UNIDROIT Principles of International Commercial Contracts (“UNIDROIT Principles 2010”). The UNIDROIT Principles 2010 contain new provisions on restitution in case of failed contracts, illegality, conditions, and plurality of obligors and obligees, while with respect to the text of the 2004 edition the only significant changes made relate to the Comments to Article 1.4. 

At its 45th session (New York, 25 June - 6 July 2012) UNCITRAL unanimously endorsed the 2010 edition of the UNIDROIT Principles (cf Report of the United Nations Commission on International trade law on the work of its forty-fifth session, New York, 25 June - 6 July (A/67/17) paras. 137 - 140) recommending their use as appropriate for their intended purposes as set out in the Preamble. View text

Members of the Working Group for the preparation of the UNIDROIT Principles of International Commercial Contracts 2010

 

The 2010 edition of the UNIDROIT Principles consists of 211 Articles (as opposed to the 120 Articles of the 1994 edition and the 185 Articles of the 2004 edition) structured as follows: Preamble (unchanged); Chapter 1: General provisions (unchanged); Chapter 2, Section 1: Formation (unchanged), Section 2: Authority of agents (unchanged); Chapter 3, Section 1: General provisions (containing former Articles 3.1 (amended), 3.2, 3.3 and 3.19 (amended)), Section 2: Ground for avoidance (containing former Articles 3.4 to 3.16, 3.17 (amended), 3.18 and 3.20, and a new Article 3.2.15), Section 3: Illegality (new); Chapter 4: Interpretation (unchanged); Chapter 5, Section 1: Content (unchanged), Section 2: Third Party Rights (unchanged), Section 3: Conditions (new); Chapter 6, Section 1: Performance in general (unchanged), Section 2: Hardship (unchanged); Chapter 7, Section 1: Non-performance in general (unchanged), Section 2: Right to performance (unchanged), Section 3: Termination (containing former Articles 7.3.1 to 7.3.5, 7.3.6 (amended) and a new Article 7.3.7), Section 4: Damages (unchanged); Chapter 8: Set-off (unchanged); Chapter 9, Section 1: Assignment of rights (unchanged), Section 2: Transfer of obligations (unchanged), Section 3: Assignment of contracts (unchanged); Chapter 10: Limitation periods (unchanged); Chapter 11, Section 1: Plurality of obligors (new), Section 2: Plurality of obligees (new).

 

To facilitate comparison, the new edition contains a Table of Correspondence  of the articles of the three editions of the UNIDROIT Principles.

 

At its 45th session (New York, 25 June - 6 July 2012) UNCITRAL unanimously endorsed the 2010 edition of the UNIDROIT Principles (cf Report of the United Nations Commission on International trade law on the work of its forty-fifth session, New York, 25 June - 6 July (A/67/17) paras. 137 - 140) recommending their use as appropriate for their intended purposes as set out in the Preamble. View text

 

The UNIDROIT Governing Council at its 91st session in May 2012, following a proposal submitted by Professor Don Wallace (Georgetown University School of Law; President of the American Foundation of International Uniform Law), decided to set up a restricted Working Group for the preparation of Model Clauses for use by parties intending to indicate in their contract more precisely in what way they wish to see the UNIDROIT Principles of International Commercial Contracts used during the performance of the contract or when a dispute arises. The Working Group, composed of internationally renowned experts in the field of private international law and arbitration, held its first session in Rome from 11 to 12 February 2013.

 

The revised Model Clauses and the comment thereto were unanimously adopted by the Governing Council at its 92 session (8-10 May 2013). >>> Further Information

 

The Unidroit Principles 2010 cover virtually all the most important topics of general contract law (see above). However, while the Unidroit Principles, whose main source of inspiration was the United Nations Convention on Contracts for the International Sale of Goods (CISG), can undoubtedly be considered a sort of “general part” of international sales law and other contracts to be performed at one time, it remains to be seen to what extent they provide adequate solutions also for so-called long-term contracts.

 

At its 92nd session in May 2013, the Governing Council of UNIDROIT was seized of a Memorandum prepared by the Secretariat concerning possible future work on long-term contracts (cf. UNIDROIT 2013 – C.D. (92) 4(b)). The Memorandum recalled that the UNIDROIT Principles as they now stand already contain a number of provisions which take into account, at least to a certain extent, the special needs of long-term contracts. Yet at the same time the Memorandum pointed out that there are still issues particularly relevant in the context of long-term contracts that the Principles in their present form do not address at all or do so only in part. 

 

At its 93rd session in May 2014, the Governing Council was seized by a second Memorandum of the Secretariat containing an analytical survey of specific issues that might be addressed in the envisaged work on long-term contracts in the context of the UNIDROIT Principles (cf. UNIDROIT 2013 – C.D. (92) 4(b)). On the basis of this Memorandum the Governing Council decided to instruct the Secretariat to set up a restricted Working Group composed of experts that have shown particular interest in the proposed work on long-term contracts, for the purpose of formulating proposals for possible amendments and additions to the black-letter rules and comments of the current edition of the Principles with a view to covering the special needs of long-term contracts.

 

The Working Group that was set up is composed of Michael Joachim BONELL, Emeritus Professor of Law, University of Rome I, Consultant UNIDROIT (Chairman of the Group); Catherine CHAPPUIS, Professor of Law, Faculty of Law, University of Geneva, Member of the Groupe de travail Contrats Internationaux; Neil COHEN, Jeffrey D. Forchelli Professor of Law, Brooklyn Law School, New York; François DESSEMONTET, Emeritus Professor of Law, University of Lausanne; Paul FINN, Former Judge, Federal Court of Australia, Adelaide; Paul-A. GELINAS, Avocat aux Barreaux de Paris et de Montréal, Paris; Sir Vivian RAMSEY, Former Judge, Technology and Construction Court, Royal Courts of Justice, London; Christopher R. SEPPÄLÄ, Partner, White & Case LLP, Legal Advisor to the FIDIC Contracts Committee; Reinhard ZIMMERMANN, Professor of Law, Director at the Max-Planck-Institut für ausländisches und internationales Privatrecht, Hamburg.

 

The Working Group held its first session in Rome from 19 to 22 January 2015. The session, which was attended also by a number of observers representing international organisations and other interested bodies (Cyril EMERY, Legal Officer, UNCITRAL Secretariat, Vienna; Pilar PERALES VISCASILLAS, Professor of Law, Universidad Carlos III de Madrid, Member of the CISG Advisory Council; Don WALLACE, Jr. Chairman of the International Law Institute, Washington, DC; Giuditta CORDERO MOSS, Professor of Law, University of Oslo, Member of the Norwegian Oil & Energy Arbitration Association; Pietro GALIZZI, Legal Affairs Department, Senior Vice President, ENI SpA, Milan.), was devoted to the examination of a position paper on “The UNIDROIT Principles of International Commercial Contracts and Long-term Contracts” prepared by Professor M.J. Bonell and containing a list of issues with related proposals and/or questions, for further consideration by the Working Group. For the Report of the session, see UNIDROIT 2015 Study L – Misc. 31 Rev.

 

The Working Group held its second session, at the kind invitation of the Max-Planck Institute for Comparative and International Private Law, in Hamburg from 26-29 October 2015. The proposed amendments and additions to the UNIDROIT Principles of International Commercial Contracts’ black-letter rules and comments were carefully examined and finalised, with a view to their submission to the UNIDROIT Governing Council for adoption at its 95th session on 18-20 May 2016.

 

- The UNIDROIT Principles of International Commercial Contracts and Long-Term Contracts  
   (UNIDROIT 2014 - Study L - Doc. 126)

 

- Report on the first session of the Working Group on Long-Term Contracts
   (UNIDROIT 2015 – Study L – Misc. 31 Rev.)

 

- Report on the second session of the Working Group on Long-Term Contracts
   (UNIDROIT 2016 – Study L – Misc. 32)

 

At its 95th session (Rome, 18-20 May 2016), the UNIDROIT Governing Council adopted the amendments and additions to the 2010 UNIDROIT Principles of International Commercial Contracts recommended by the Working Group on Long Term Contracts (which are set out in document UNIDROIT 2016 – C.D. (95) 3), with the exception of the new provisions on termination for compelling reason, and authorised the Secretariat to prepare and publish a new edition to be known as the “2016 UNIDROIT Principles of International Commercial Contracts”. The Report on the Governing Council’s deliberations is available in document UNIDROIT 2016 – C.D. (95) 15.

 

In accordance with the Governing Council’s authorisation, the Secretariat intends to prepare and publish the new edition of the Principles by May, 2017.

 

 

Issues relating to multilateral contracts

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