Originally from The American Review of International Arbitration (ARIA)

PREVIEW PAGE

UNIDROIT Principles of International Commercial Contracts: An Article-by-Article Commentary, by Eckart Brödermann, Second Edition, Kluwer, 2023. Pp. 832

Why should we learn about the UNIDROIT Principles of International Commercial Contracts? After all, for those of us trained in the Anglo-American strain of common law, and practicing in international disputes, most of our large international disputes are governed by New York or English law, with occasional side helpings from other common law systems (Delaware, California, Singapore) and, every so often, a civil law system. The UNIDROIT Principles of International Commercial Contracts (last revised in 2016) (PICC) are self-evidently not a common law codification.

Indeed, if anything, the PICC are a fusion project. The drafters of the PICC—an eminent group of scholars convened under the auspices of UNIDROIT, an international law harmonization body that has been in operation for over a century—have produced a set of rules representative of general international contract law, with elements drawn from different systems. The first iteration was published in 1994 and they have been periodically updated since.

This again necessitates the question: why study them? One is tempted to answer by paraphrasing explorer and mountaineer George Mallory: because they are there. And certainly on a purely intellectual level many will find this rationale alone sufficient. In terms of legal craftmanship the PICC are a staggering achievement. They comprise a self-contained set of contract rules covering formation (article 2), validity (article 3), interpretation (article 4), “Content and Third Party Rights” (article 5), performance (article 6), non-performance, including damages (article 7), and most of the other issues. Its primary article (article 1) establishes a set of guiding principles, including the general rule that “[e]ach party must act in accordance with good faith and fair dealing in international trade” (PICC, art. 1.7). The drafters’ achievement is monumental, and it is hard to cavil with the assessment of one commentator (cited by Brödermann) that the PICC are “simple, concise, immensely readable, and at times even elegant.”