The New Provisions on Conditions in the UNIDROIT Principles 2010

Abstract

The subject of “conditions” was one of the topics retained by the Governing Council of UNIDROIT for possible inclusion in an enlarged third edition of the UNIDROIT Principles of International Contracts (hereinafter: “UNIDROIT Principles” or “Principles”).1 At its meeting in Rome from 29 May to 1 June 2006, the Working Group preparing the third edition decided to deal with this topic.2 The matter is now the subject of the new Section 3 of Chapter 5 of the UNIDROIT Principles 2010. The solutions provided by significant earlier codifications were considered by the Working Group. Special attention was given to international or European codifications, particularly to the Principles of European Contract Law (hereinafter: PECL) (Chapter 16) and, later, to the Draft Common Frame of Reference (hereinafter: DCFR) published in 2008 (Article III.-1:106), as well as to various national laws on contracts and to the provisions on conditions of the Preliminary OHADA draft Uniform Act on the law of contracts (prepared by Professor Marcel Fontaine). The discussions of the Working Group are summarised in the Summary Records which are available on the UNIDROIT website.3 In commercial practice, disputes often arise relating to conditions. The terminology fluctuates and this affects the clarity of the rules. Some members of the Group expressed doubts as to the usefulness of provisions on conditions, arguing that the provisions on contract interpretation contained in the Principles were sufficient. However, the majority was of the opinion that conditions were