1. Introduction to the Role of Transnational Law and Unification

2. Access to Credit

2.1. Cape Town Convention

With 83 Contracting States[1], the Convention on International Interests in Mobile Equipment (the “Cape Town Convention”) has the most ratifications of any Unidroit instrument. It is one of the most successful international commercial law treaties in history. Adopted in 2001, the Cape Town Convention has created an international legal framework regulating secured interests (including leases) in specific categories of high-value, mobile and uniquely identifiable equipment. The Convention provides uniform rules on creating international interests, registration, priority and remedies. A robust understanding of the Cape Town Convention is essential for all those interested in practising in international finance law and international commercial law.

Mandatory reading: Cape Town Convention; Video: Overview of the Cape Town Convention

2.1.1. Aircraft Protocol

Adopted alongside the Cape Town Convention in 2001, with 80 Contracting States [2] the Aircraft Protocol has the second highest number of ratifications of any Unidroit instrument. The Aircraft Protocol has successfully extended the operation of the Cape Town Convention to the Aviation sector. Under the Aircraft Protocol, more than 1.3 million interests in aircraft have been registered in the international registry, covering collateral worth over $650 billion USD. By adapting the rules of the Cape Town Convention to the aviation sector, the Aircraft Protocol has been an essential instrument that has lowered the cost of credit for airlines located in Contracting States.

Mandatory reading: Aircraft Protocol

2.1.2. Luxembourg Rail Protocol

The Luxembourg Rail Protocol extends the benefits of the Cape Town Convention legal regime to financing rail rolling stock (from high-speed trains to freight trains to commuters and more miniature carriages, trams, and metros). It creates an international system of recognition for, and priorities of, the rights of financiers secured by railway rolling stock. Building upon the strengths of the Cape Town Convention System, it will bring significant reductions to the cost of financing in the rail industry, thereby fostering sustainable investment goals and facilitating the influx of capital. It will also foster sustainable economic and social development in enhancing transportation of people (urban and extra-urban) and freight, including cross-border, through railway, thereby squarely meeting many of the global sustainable agenda of the United Nations. The Protocol will enter into force in March 2024 and will, therefore, become a reality for the rail market. Because of the expected benefits of its application, it has gained the support of crucial UN regional agencies and other intergovernmental organisations and bodies interested in fostering sustainable growth, including the UN Economic Commission for Africa (UN ECA), the Programme for Infrastructure Development in Africa (PIDA), the African Union, and the European Union.

Mandatory readings: Luxemburg Protocol

2.1.3. Space Protocol

The Space Protocol to the Cape Town Convention brings the benefits of the Cape Town Convention to the space sector. It represents the coordinated efforts of Governments and the commercial space sector to render asset-based financing more accessible to the space industry. Applying the Space Protocol will result in increased transparency and predictability for financiers, thereby making financing more widely available to a more significant number of players in the commercial space sector. Such an instrument will help bring much-needed financial resources to the NewSpace community, namely those small start-up companies that have emerged as a result of the booming commercial space sector.

Mandatory readings: Space Protocol; Video: Overview Space Protocol

2.1.4. Mining, Agricultural, and Construction Equipment (MAC Protocol)

The MAC Protocol to the Cape Town Convention is Unidroit’s most recent treaty, adopted in Pretoria in November 2019. As a result of 14 years of negotiations, the MAC Protocol is the most innovative and ambitious extension of the Cape Town Convention to date. While broadly consistent with the other Protocols to the Cape Town Convention, the MAC Protocol contains several adaptions, including specialised provisions regulating inventory and immovable property and a unique approach to defining its scope utilising the Harmonized Commodity Description and Coding System. The MAC Protocol is predicted to have a positive impact of $23 billion on GDP in developing countries and $7 billion in developed countries, for a total impact on GDP equivalent to $30 billion annually. From a development perspective, the MAC Protocol will be one of the most important commercial law instruments to improve economic growth, food security and infrastructure.

Mandatory reading: MAC Protocol

2.2. Model Law on Warehouse Receipts

In 2020, Unidroit in partnership with the United Nations Commission on International Trade Law (UNCITRAL) started a joint project to develop a Model Law on Warehouse Receipts. Warehouse receipts are documents – in paper or electronic form – issued by warehouse operators that state the ownership of a commodity and may be traded or used as collateral to obtain credit. This instrument drastically enhances the possibility, especially for small businesses in the agricultural sector, to access finance. A supportive legal framework is widely regarded as a prerequisite for a well-functioning warehouse receipt system. Accordingly, the UNIDROIT/UNCITRAL Model Law will consist of a set of black letter rules and is conceived as a standalone instrument for adoption by States seeking to reform their national legislation. Significantly, the Model Law will contemplate the issuance and transfer of electronic warehouse receipts, including through electronic platforms and distributed ledger technology systems, allowing stakeholders to seize the opportunities offered by new technologies.

Mandatory reading: Model Law on Warehouse Receipts

2.3. Model Law on Factoring

Factoring is a vitally important type of financing used across the globe. In 2019, global factoring volume reached 2.9 trillion euros. Despite the growing importance of factoring, no intergovernmental organisation has adopted a factoring model law to assist States in undertaking reforms to improve their domestic legal frameworks. The Unidroit is developing a Model Law on Factoring to address this lacuna as a high priority project on its 2019-2022 Work Programme. Modelled on the UNCITRAL Model Law on Secured Transactions, the Unidroit Model Law on Factoring is currently being drafted by a small group of leading international experts. The draft instrument is expected to be released for public consultations in 2022 and finalised in 2023. Participants will be introduced to the core provisions of the draft instrument, with an emphasis on its complementarity with the Model Law on Secured Transactions.

Mandatory reading: Model Law on Factoring – Guide to Enactment

3. International Commercial Contracts

3.1. UNIDROIT Principles of International Commercial Contracts (UPICC)

The Unidroit Principles of International Commercial Contracts (UPICC), first published in 1994 and now in their 4th edition (2016), is an international, non-binding codification or “restatement” providing a set of uniform principles and rules, accompanied by explanatory comments and illustrations, that cover virtually all the most relevant topics of general contract and obligation law. They result from extensive, decade-long comparative law work conducted by eminent experts from all continents and provide neutral and balanced solutions adapted to the particular requirements of modern international commercial practice. The UPICC has gained significant recognition in scholarly discussions, has influenced national and supranational legislators, and has been used in practice in a variety of ways, including as a reference in several arbitral awards and court decisions rendered worldwide. Discussing the UPICC will allow participants to consider the most relevant contractual law issues from an international perspective and reflect upon advantageous contract drafting and dispute resolution.

Mandatory reading: UNIDROIT Principles of International Commercial Contracts

3.2. Model Clauses for the Use of the UNIDROIT Principles of International Commercial Contracts

The Model Clauses for using the Unidroit Principles of International Commercial Contracts were drafted to give parties to international commercial contracts a range of options to make the most appropriate use of the Unidroit, following their interests and the specific circumstances of the case. At the same time, their goal is also to raise awareness of the possible ways the UPICC may be used as an advantageous tool in international contracting and dispute resolution.

Mandatory reading: Model Clauses for the Use of the UNIDROIT Principles of International Commercial Contracts

4. Private Law and Agricultural Development 

4.1. Legal Guide on Contract Farming

In 2015, Unidroit, the Food and Agriculture Organization of the United Nations (FAO) and the International Fund for Agricultural Development (IFAD) adopted the UNIDROIT/FAO/IFAD Legal Guide on Contract Farming. Contract farming is a risk management tool based on an agreement between producers and buyers. At its heart lies an agricultural production contract between parties who agree to the terms and conditions of production (and marketing) of agricultural products in advance. The Legal Guide on Contract Farming intends to promote good practices between farmers and buyers of agricultural commodities by enhancing knowledge and awareness of the legal regime applicable to contract farming operations. It offers guidance on the contractual relationship between agricultural producers and buyers, from negotiation to conclusion, including performance and possible breach or termination of the contract. The Guide is a useful tool and reference point for various stakeholders involved in contract farming practice, policy design, legal reform, and capacity-building.

4.2. Legal Guide on Agricultural Land Investment Contracts

Unidroit, in collaboration with the International Fund for Agricultural Development (IFAD), prepared the Legal Guide on Agricultural Land Investment Contracts (ALIC Legal Guide). The ALIC Legal Guide provides innovative guidance to improve such contracts by operationalising several international principles and standards for promoting responsible agricultural investment. The ALIC Legal Guide may be used by a broad range of legal actors when developing contracts, domestic policies, regulatory frameworks, and corporate social responsibility programmes. It may also support capacity development and raise awareness regarding their rights among legitimate tenure rights holders and local communities.

4.3. Collaborative Legal Structures for Agricultural Enterprises (LSAE)

This UNIDROIT/FAO/IFAD project aims at developing guidance on “collaborative legal forms” that support smallholders and agri-MSMES to enhance sustainable agricultural development in supply chains and contribute to the transformation of agrifood systems by: (i) increasing efficiency; (ii) access to market and finance; (iii) exploring innovation opportunities offered by digitalisation; and (iv) addressing power imbalances and remedies for unfair commercial practices. The challenges faced by agri-food supply chain leaders are also considered, but the framing of the project is mainly focused on the challenges faced by actors operating in the midstream segment of the agri-food supply chain, beyond the production stage and in low- and middle-income countries.

Three categories of “collaborative legal forms” are considered:

    • multiparty contracts
    • cooperatives
    • corporations

5. Law and Technology

5.1. Digital Assets and Private Law Project

In 2020, Unidroit launched its first project in the area of law & technology: the Digital Assets and Private Law Project. It aims to provide legislative guidance and to develop principles relating to the legal nature, transfer and use of digital assets. It will include a legal taxonomy of digital assets and features analysis focusing on proprietary interests while considering issues such as secured transactions, applicable law in cross-border transactions, insolvency, and the legal position of intermediaries.

Mandatory reading: Digital Assets and Private Law

6. Civil Procedure

6.1. Procedural Law and Enforcement

Unidroit has extensively worked in the area of civil procedure. Adopted by the American Law Institute (ALI) and UNIDROIT, the ALI-UNIDROIT Principles were developed to reconcile the differences among various national systems of civil procedure and facilitate transnational litigation, promoting due process. The most recent European Law Institute (ELI)-UNIDROIT Model Rules of European Civil Procedure, published in 2020, constitute a regional implementation of the ALI-UNIDROIT Principles and offer detailed guidance for further development of civil procedure in Europe and beyond. Unidroit’s instrument in this area offers the opportunity to discuss key issues of procedural law from an international perspective.

The Unidroit project on Best Practices for Effective Enforcement stems from recognising the vital importance of developing a modern legal framework enabling the effective execution of creditors’ claims for improved access to credit, an increase in trade and investment, and overall economic development and sustained growth. Effective enforcement is also an integral element of full access to justice.
However, many jurisdictions in the world face several challenges in this area, including the excessive length and costs of the procedures, the limited role of party autonomy, the malfunctioning or absence of extra-judicial remedies, and the lack of transparency. Moreover, additional challenges are created by the impact of new technologies, which can be powerful tools to tackle traditional obstacles in enforcement (e.g. through automated mechanisms, e-auctions, etc.) but also a source of new potential problems that should be addressed (e.g., monitoring, accountability, respect of fundamental rights). Moreover, there is a need to consider suitable enforcement mechanisms for new categories of assets, such as digital assets. The project aims to provide national legislators and other policymakers with global standards and best practices, going beyond existing international instruments, designed to improve the domestic normative framework applicable to enforcement.



6.2. Best Practices for Effective Enforcement

Mandatory readings: Enforcement: Best Practices

7. Cultural Property

7.1. 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects:

7.2. Model Provisions on State Ownership of Undiscovered Cultural Objects

Unidroit’s instruments elaborated to overcome the difficulties faced by States in seeking restitution of stolen or illegally exported cultural objects due to the differences in national legislations. Opportunity to assess the significance, distinctive features and operational aspects of the 1995 Unidroit Convention on Stolen or Illegally Exported Cultural Objects and the 2012 Model Provisions on State Ownership of Undiscovered Cultural Objects and their interaction with other regional and international instruments.

Mandatory readings: 1995 UNIDROIT Convention on Stolen or Illegally Exported Cultural Objects;  

Model Provisions on State Ownership of Undiscovered Cultural Objects


[1]          As of March 2022

[2]          As of March 2022