Unidroit 90th Anniversary: Forthcoming 2016 unidroit Principles of International Commercial Contracts

Abstract

This paper begins with a general overview of the UNIDROIT contributions to the modernisation and harmonisation of private law during the 90 years of its existence. Special attention was paid to the UNIDROIT Principles of International Commercial Contracts. Welcomed from their first appearance as “a significant step towards the globalisation of legal thinking”, they represent one of the Institute’s most successful projects and one of the most important “soft-law” instruments. The paper explores the recently adopted amendments and additions to the 2010 UNIDROIT Principles particularly relevant in the context of long-term contracts. The analysis is limited to the notion of long-term contracts and supervening events. In the case of hardship, the UNIDROIT Principles, inspired by the principle favor contractus, which is one of the basic ideas that underlie them, encourage negotiation between the parties to the end of continuing the relationship rather than dissolving it. Similarly, in the case of force majeure, parties to long-term contracts may provide, in light of the duration and nature of the relationship and, possibly, large initial investments whose value would be realised only over time, the continuation, whenever feasible, of the business relationship and envisage termination only as a last resort. Although the preconditions differ from that in hardship clauses, in respect to the procedure for the solution of the problems and certain future consequences, they may be similar if not identical.