32 Questions
What do the Principles set forth?
general rules for international commercial contracts
When should the Principles be applied?
when the parties have agreed that their contract be governed by them
In what situations may the Principles be used to provide a solution?
when it proves impossible to establish the relevant rule of the applicable law
For what purpose may the Principles be used in relation to international uniform law instruments?
to interpret or supplement
What role may the Principles serve for national and international legislators?
as a model
How is the international character of a contract defined?
in a great variety of ways
What is the assumption regarding the concept of 'international' contracts in the UNIDROIT Principles?
The assumption is that the concept should be given the broadest possible interpretation.
What is the intention behind restricting the UNIDROIT Principles to 'commercial' contracts?
The intention is to exclude 'consumer transactions' which are increasingly subjected to special rules aimed at protecting the consumer.
What types of economic transactions are included in the broad concept of 'commercial' contracts according to the UNIDROIT Principles?
Trade transactions for the supply or exchange of goods or services, investment and/or concession agreements, contracts for professional services, etc.
What is the scope of the criteria laid down by the UNIDROIT Principles for 'international' contracts?
The criteria are not expressly laid down, but the assumption is to exclude situations where all relevant elements are connected with one country only.
What is the distinction that the UNIDROIT Principles do not intend to make in relation to 'commercial' contracts?
The distinction between 'civil' and 'commercial' parties and/or transactions based on formal merchant status or commercial nature.
What are some examples of transactions that fall within the scope of 'commercial' contracts according to the UNIDROIT Principles?
Examples include trade transactions, investment and/or concession agreements, contracts for professional services, etc.
What type of transactions are excluded from the scope of the UNIDROIT Principles' application?
Consumer transactions which are increasingly subjected to special rules aimed at protecting the consumer.
What is the aim of the distinction between 'commercial' and 'consumer' transactions in the UNIDROIT Principles?
The aim is to exclude 'consumer transactions' which are being increasingly subjected to special rules aimed at protecting the consumer.
What specific type of party is aimed to be protected by the exclusion of 'consumer transactions' in the UNIDROIT Principles?
The consumer, who enters into the contract otherwise than in the course of its trade or profession.
How are 'consumer transactions' defined in the UNIDROIT Principles?
The Principles do not provide any express definition for 'consumer transactions.'
What contracts are the UNIDROIT Principles basically conceived for?
international commercial contracts
When should the UNIDROIT Principles be applied?
when the parties have agreed that their contract be governed by them
What may the UNIDROIT Principles provide a solution to when it proves impossible to establish the relevant rule of the applicable law?
an issue raised
What may the UNIDROIT Principles be used to interpret or supplement?
international uniform law instruments
For what purpose may the UNIDROIT Principles serve as a model?
for national and international legislators
What is the range of solutions adopted in both national and international legislation for defining the international character of a contract?
from a reference to the place of business or habitual residence of the parties in different countries to the adoption of more general criteria
What is the assumed interpretation of 'international' contracts according to the UNIDROIT Principles?
The broadest possible interpretation
What is the intention behind the restriction of the UNIDROIT Principles to 'commercial' contracts?
To exclude 'consumer transactions' which are increasingly subjected to special rules
What is the scope of the criteria laid down by the UNIDROIT Principles for 'international' contracts?
The broadest possible interpretation
What types of economic transactions are included in the broad concept of 'commercial' contracts according to the UNIDROIT Principles?
Trade transactions, investment and/or concession agreements, contracts for professional services, etc.
What is the assumed concept of 'commercial' contracts according to the UNIDROIT Principles?
The broadest possible sense
What specific type of party is aimed to be protected by the exclusion of 'consumer transactions' in the UNIDROIT Principles?
A party who enters into the contract otherwise than in the course of its trade or profession
What is the restriction that the UNIDROIT Principles do not intend to make in relation to 'commercial' contracts?
To take over the distinction traditionally made in some legal systems between 'civil' and 'commercial' parties and/or transactions
How are 'consumer transactions' defined in the UNIDROIT Principles?
Transactions within the various legal systems increasingly subjected to special rules aimed at protecting the consumer
What is the aim of the distinction between 'commercial' and 'consumer' transactions in the UNIDROIT Principles?
To exclude 'consumer transactions' and protect the consumer
What is the assumed interpretation of the international character of a contract according to the UNIDROIT Principles?
The broadest possible interpretation
Study Notes
UNIDROIT Principles Overview
- The UNIDROIT Principles set forth a uniform framework for international commercial contracts.
Applicability of the UNIDROIT Principles
- The UNIDROIT Principles should be applied when national or international uniform laws are inadequate or unclear.
- The Principles may provide a solution when it is impossible to establish the relevant rule of the applicable law.
International Character of a Contract
- The international character of a contract is defined as a contract having a significant connection with more than one country.
- The assumption is that 'international' contracts are those that involve parties from different countries.
Scope of 'Commercial' Contracts
- The UNIDROIT Principles are restricted to commercial contracts, which include a broad range of economic transactions.
- Examples of commercial contracts include sales, leases, distributors, and licensing agreements.
- The exclusion of 'consumer transactions' aims to protect individual consumers.
Characteristics of 'Commercial' Contracts
- The UNIDROIT Principles do not intend to distinguish between different types of commercial contracts.
- The Principles are basically conceived for business-to-business contracts.
Excluded Transactions
- The UNIDROIT Principles do not apply to consumer transactions, which are defined as contracts between a business and an individual consumer.
Purpose of the Distinction between 'Commercial' and 'Consumer' Transactions
- The distinction is intended to protect individual consumers who are in a weaker bargaining position.
Role of the UNIDROIT Principles in Legislation
- The UNIDROIT Principles may serve as a model for national and international legislators.
- The Principles may be used to interpret or supplement national and international uniform laws.
Understand the purpose and application of general rules for international commercial contracts, and how they may provide solutions to contractual issues. Learn about their applicability when parties agree to be governed by them or by 'general principles of law'.
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