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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

 

Issues relating to long-term contracts

 

Issues relating to multilateral contracts

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