SIR ROY M. GOODE (1933-2026) IN MEMORIAM

It is with infinite sorrow that UNIDROIT mourns the passing of Professor Sir Roy Goode CBE KC DCL FBA, one of the greatest jurists of our time, a towering figure of Commercial Law, and a cherished friend of the Institute for more than half a century. Sir Roy passed away in Oxford on 24 June 2026 at the age of 93. His passing is a moment of deep sadness not only for his family and friends, but for the entire national and international community of scholars, law reformers, judges and practitioners who have worked under the enduring light of his intellect for decades.

Sir Roy was, and will always remain, part of the Institute’s life and memory. His association with UNIDROIT began in 1975, when Professor Benjamin Wortley nominated him as a Corresponding Collaborator of the Institute, in recognition of his “exceptional knowledge of leasing”. Sir Roy accepted that appointment from Australia, where he then was, on 1 August 1975. From that beginning grew a relationship of rare depth and constancy: Member of the Governing Council from 1989 to 2003, and ad honorem thereafter; President of the Uniform Law Foundation from 2003 to 2013; our most trusted Chair, Rapporteur, legal drafter, commentator, adviser, colleague and friend until the very end. His last institutional position was that of Chair of the International Steering Committee for UNIDROIT’s Centenary. No one more fitting than him to oversee the celebrations for UNIDROIT’s work of over 100 years, having directly played a leading role in it for more than half of such a lengthy period of time.

Sir Roy’s gifts were extraordinary. He possessed the ability to see and make commercial law as the legal language through which commerce can develop nationally and travel seamlessly across borders. He enjoyed an exceptional clarity of thought that he dedicated, throughout his long lifetime, to connecting legal doctrine with commercial reality. He was the most accomplished academic; but he had been -and would always, within his own mind, remain- a sharp practitioner. He saw where others could not see; he reached out farther than everyone; he worked harder and for longer than what was humanly possible.

His legendary union of clarity and realism made him indispensable to UNIDROIT from the very beginning. From the early work on international leasing and factoring to the Cape Town system, Sir Roy helped shape legal instruments that were practical without being parochial, rigorous without being rigid, and ambitious without ever losing sight of the transactions they were meant to serve.

A member of the UNIDROIT Study Group on the Leasing Contract from as early as 1977, he later became Chairman of the Drafting Committee during the preparation of the Convention on International Financial Leasing, and a central figure in the work that culminated in the 1988 Ottawa Diplomatic Conference. His contribution to factoring was no less distinguished. He chaired all sessions of the Committee of Governmental Experts and led discussions that ended with UNIDROIT’s Convention on International Factoring. But that was far from the end of road: Sir Roy continued to walk through the years hand in hand with UNIDROIT, as proven by the awesome fact that he actively participated in the discussions of the Working Group leading to a Model Law on Factoring in 2023, 35 years later.

Yet it is impossible to think of Sir Roy and UNIDROIT without mentioning the Cape Town Convention. For Cape Town, his role was foundational and essential in all of its Protocols: for the Convention and Aircraft Protocol, he chaired the Study Group, the first-draft Sub-Committee, the Steering and Revisions Committee, served as Rapporteur of the Joint ICAO–UNIDROIT governmental experts, and chaired the Diplomatic Conference Drafting Committee; for the Rail Protocol, he was Rapporteur of the Joint OTIF–UNIDROIT governmental experts and at the Diplomatic Conference; for the Space Protocol, he served as member, adviser, chair or co-chair of key drafting bodies, UK delegate on default remedies, Reporter to the Commission of the Whole at the Diplomatic Conference, and consultant to the Preparatory Commission; for the MAC Protocol, he was Rapporteur to the Commission of the Whole at the Diplomatic Conference, and Rapporteur in the Preparatory Commission. He crowned this work by authoring the Official Commentaries to the Convention and each of its four Protocols, including their later revised editions, which stretch all the way to 2024. We can say Sir Roy personified the Cape Town system, an extraordinary set of treaties now rightly regarded as one of the defining achievements of modern transnational commercial law. Sir Roy was, hence, the mastermind behind global commercial law probably to a larger extent than any other person has ever been in legal history.

An additional word is necessary concerning that rare, unique animal which are the Official Commentaries. Sir Roy was appointed ad personam as the one and only drafter of all Official Commentaries by all Diplomatic Conferences, receiving a mandate from States to shed light on the interpretation of a constellation of treaties that regulate access to credit around the world. His analysis and opinions became an interpretative tool somewhere in between the letter of the law and the independent analysis of an academic. He -and only he- became the repository of the respect and trust of States to the point of considering his opinion something akin to law (and hence, to sovereignty). He worked on the Commentaries for years, producing nine of them, remaining the great interpreter and guardian of the Cape Town system. No other scholar, to the Secretariat’s knowledge, has ever served international law reform so completely: as architect, drafter, negotiator, professor, interpreter and custodian.

Sir Roy also contributed to several other UNIDROIT instruments. From the Principles of International Commercial Contracts, where he acted as a member of the Working Group preparing the third edition, to his participation in the Principles on Digital Assets and Private Law. Seeing him actively discuss the property law intricacies of digital assets was as much a testimony to his dedication to UNIDROIT as it was a perfect reflection of his enduring intellectual curiosity. In these roles, as in so many others, he brought to UNIDROIT what colleagues everywhere recognised in him: learning of the highest order, intellectual discipline, warmth, generosity, and a profound belief that law becomes great when it is useful, principled and intelligible.

The world beyond UNIDROIT knew him also as a giant. At Queen Mary University of London, he founded the Centre for Commercial Law Studies in 1980, an institution that became one of the world’s leading centres for commercial law, and with which UNIDROIT has partnered to form a joint Institute. At Oxford, where he became Professor of English Law in 1990, he helped establish commercial law as a major area of teaching and research and continued, even long after his retirement, to teach and encourage younger scholars. His writings shaped generations. Commercial Law, Principles of Corporate Insolvency Law, or Legal Problems of Credit and Security, to mention only some examples, became foundational works for academics and practitioners throughout the common law world and beyond. His achievements and recognitions were felt and lived not only with admiration at UNIDROIT, but with the same pride one feels for one’s own.

The true measure of Sir Roy’s greatness was to be found in his personal qualities, lending a specific tenderness to this loss for UNIDROIT. While it is true that Sir Roy’s work helped define some of the Institute’s most important achievements, it is his friendship that helped define UNIDROIT’s spirit. He embodied the best of UNIDROIT: independence of mind, fidelity to comparative method, courtesy in disagreement, patience in drafting, and the conviction that law reform is a common enterprise requiring both precision and humanity.

It is fitting that his name already accompanies future generations through the UNIDROIT Sir Roy Goode Scholarship, which offers young scholars and legal professionals the opportunity to undertake research in the UNIDROIT Library and work with the Secretariat in Rome. UNIDROIT finds solace in that continuity: Sir Roy’s legacy will not rest merely on UNIDROIT’s shelves or in the archives, but will live in the minds he continues to form, the questions he continues to provoke, and the academics who will continue to come to UNIDROIT in his name.

On behalf of the Governing Council, the Secretariat, and the wider UNIDROIT community, we extend our deepest condolences to Catherine and Naomi, his family, and to all of Sir Roy’s friends, colleagues, former students and all those whose lives were touched by his wisdom and generosity.

Sir Roy Goode dedicated half a century of not only his precious and scarce time, but also of his trust, his exceptional intellect, his pondered judgment, his unbreakable loyalty, and his unwavering affection, to UNIDROIT. He reminded us, by example, that the greatest jurists are not only those who master the law, but those who leave others more capable of serving it. We mourn him with infinite gratitude. We remember him with admiration. We shall miss him with affection, for all the times to come.

May he rest in peace

 

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