The Use of the UNIDROIT Principles of International Commercial Contracts in Order to Interpret or Supplement Argentine Contract Law

Abstract

Argentine contract law uses UNIDROIT Principles of International Commercial Contracts both as an inspiration in its legislation as for its interpretation and support on judicial decision. The recently into force Argentine Civil and Commercial Code mentions the Principles in the expose des motifs regarding formation of contracts; agency, concession and franchise contracts and contract liability, and furthermore the inspiration on the Principles is not limited to the occasions in which it is expressly mentioned therein. Several provisions of the UNIDROIT Principles of International Commercial Contracts have a counterpart in Argentine contract law such as contractual negotiations—treated by the Principles as “negotiations in bad faith”—and surprising terms in standard terms contracts, which are evidently inspired in the UNIDROIT Principles. Moreover judicial decisions have referred to the Principles as a confirmation that the proposed solution enjoys consensus in international commercial law.