CONTRACT LAW WORKSTREAM

UNIDROIT’s work on contract law is extensive, aiming to offer harmonised rules to respond to the evolving needs of modern transactions. Instruments in this area include the UNIDROIT Principles of International Commercial Contracts (UPICC), the Model Clauses for the use of the UNIDROIT Principles, and the Tripartite Legal Guide to Uniform Legal Instruments in the Area of International Commercial Contracts (with a Focus on Sales).

Further instruments developed in the field address specific sectors in contract law, notably the Principles on Reinsurance Contract Law (PRICL) and the instruments on distribution and franchising, namely the Guide to International Master Franchise Arrangements and the Model Franchise Disclosure Law.

Ongoing work under this Workstream includes the development of Emerging Principles and Model Clauses on International Investment Contracts and UPICC (with the International Chamber of Commerce’s Institute of World Business Law, “ICC Institute”).

Future areas of interest cover sustainability and green issues in the supply chain, sector-specific contracts (e.g. construction contracts), and digitalisation and new technologies. Instruments concerning contracts and agriculture are addressed in a separate Workstream.

The first online CL WS meeting was held on 25 July 2025. Prior to the meeting, the Secretariat circulated a draft Inception Report providing an overview of UNIDROIT’s instruments in the field of Contract Law, outlining their background, key content and impact, and identifying a number of preliminary questions for the CL WS Committee’s consideration. During the meeting, members discussed the draft Inception Report and the scope of the forthcoming White Paper and agreed that the Secretariat would prepare a list of topics during the intersessional period, while members would indicate their preferred topics.

The second online meeting, held on 20 October 2025, focused on the structure and key issues of the future White Paper. Based on members’ feedback, the CL WS has confirmed the final allocation of topics and agreed on a work plan for 2025–2026。

The third online meeting, held on 16 December 2025, focused on the bullet points submitted under the respective topics. During the meeting, members engaged in a constructive and substantive exchange on the content provided. It was agreed that, in light of the discussions, the bullet points would be adjusted accordingly and that members would proceed with the preparation of preliminary draft text, to be submitted in January 2026.

The fourth online meeting took place on 13 January 2026. By that time, the Secretariat had received preliminary draft text from members under the various topics. The Committee discussed these drafts in detail and unanimously agreed that they represented a high standard of writing and provided valuable suggestions for UNIDROIT’s future work in the field of Contract Law. The Committee agreed that the draft text would be revised to reflect the comments and suggestions raised during the meeting and that a further discussion would take place at the next meeting in February. Prior to the meeting, the Secretariat had also circulated a draft structure of the White Paper, which members discussed and on which they provided comments and suggestions.

The fifth online meeting is scheduled to be held on 17 February 2026.