UNIDROIT Principles of International Commercial Contracts

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What is it about?

The UNIDROIT Principles, adopted by the International Institute for the Unification of Private Law (UNIDROIT) and revised in 2004, establish a balanced set of rules designed for use throughout the world irrespective of the legal traditions and the economic and political conditions of the countries in which they are to be applied. The principles are non-binding guidelines, and are not presented in the form of a treaty or convention. The Principles are composed of a Preamble and 119 articles divided into seven chapters, namely "General Provisions" (Chapter 1); "Formation" (Chapter 2); "Validity" (Chapter 3); "Interpretation" (Chapter 4); "Content" (Chapter 5); "Performance" (Chapter 6) and "Non-Performance" (Chapter 7). Chapter 6 has two sections dealing with "Performance in General" and "Hardship" respectively. Chapter 7 has four sections, namely one concerning "Non-Performance in General", one on the "Right to Performance", one on "Termination", and one on "Damages". The provisions ("black-letter rules") are accompanied by detailed comments, including illustrations, which form an integral part of the Principles. They have been translated into 16 languages (Arabic, Chinese, Czech, Dutch, English, Farsi, French, German, Hungarian, Italian, Portuguese, Romanian, Russian, Slovak, Spanish and Vietnamese).

Why is it relevant?

These Principles are of interest to those who engage in international trade, as well as legislators and judges. As they represent a system of rules of contract law that are common to existing national legal systems, traders can benefit from the understanding of the exact terms of a contract. The principles can also provide basis for a private or public arbitral decision. They can as well serve as a foundation point for new national contract legislation.

Additional Information

UNIDROIT Principles of International Commercial Contracts have enjoyed great worldwide success. Thousands of copies have been sold to law offices and business lawyers, and numerous legal decisions have made reference to their terms. In April 1999, the Governing Council added a model clause to the Principles that parties may use to ensure that their agreement is governed by the UNIDROIT Principles.

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