UNIDROIT Principles of International Commercial Contracts, An Article-by-Article Commentary

Abstract

Since their first edition was published in 1994, the UNIDROIT Principles of International Commercial Contracts (UPICC) have become a success story. As an international Restatement of contract law, with 211 general principles and specific rules based on the principle of fair dealing in international trade, they reflect a common core of transnational contract law. At the same time, the UPICC constitute a neutral compromise across legal traditions, which the author rightly characterizes as a ‘global melange’ of national approaches to contract law from around the world. As a result of their well-balanced nature and because, as the author rightly states, the UPICC ‘are as easy to read as any well drafted contract’, they have been used by arbitrators, contract drafters and academics across the globe. That success is reflected, inter alia, in the vast collection of domestic court judgments and arbitral awards in which use has been made of the UPICC in one way or another, and the numerous bibliographical references on the UPICC collected, eg on the UNILEX database at www.unilex.info. Two of the most prominent arbitral proceedings in which the UPICC were used as the applicable legal regime were the Channel Tunnel and the Arthur Anderson arbitrations. In the first case, the tribunal referred to the UPICC because the choice of law clause in the contract provided that, in the absence of principles common to English and French law, the contract should be governed ‘by such general principles of international trade law as have been applied by national and international tribunals’. In the second case, the tribunal applied the UPICC due to the truly transnational nature of the subject matter of the dispute, the division of the world’s largest consulting firm from the world’s largest accounting firm. International arbitrators sometimes refer to the UPICC even in cases in which a domestic law is applicable to the contract in order to make their reasoning more persuasive from a comparative or transnational perspective for parties from different jurisdictions.