Contracts (Applicable Law) Act 1990

JurisdictionUK Non-devolved
Citation1990 c. 36


Contracts (Applicable Law) Act 1990

1990 CHAPTER 36

An Act to make provision as to the law applicable to contractual obligations in the case of conflict of laws.

[26th July 1990]

Be it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—

S-1 Meaning of ‘the Conventions’.

1 Meaning of ‘the Conventions’.

1. In this Act—

(a) ‘the Rome Convention’ means the Convention on the law applicable to contractual obligations opened for signature in Rome on 19th June 1980 and signed by the United Kingdom on 7th December 1981;

(b) ‘the Luxembourg Convention’ means the Convention on the accession of the Hellenic Republic to the Rome Convention signed by the United Kingdom in Luxembourg on 10th April 1984; and

(c) ‘the Brussels Protocol’ means the first Protocol on the interpretation of the Rome Convention by the European Court signed by the United Kingdom in Brussels on 19th December 1988;

and the Rome Convention, the Luxembourg Convention and the Brussels Protocol are together referred to as ‘the Conventions’.

S-2 Conventions to have force of law.

2 Conventions to have force of law.

(1) Subject to subsections (2) and (3) below, the Conventions shall have the force of law in the United Kingdom.

(2) Articles 7(1) and 10(1)(e) of the Rome Convention shall not have the force of law in the United Kingdom.

(3) Notwithstanding Article 19(2) of the Rome Convention, the Conventions shall apply in the case of conflicts between the laws of different parts of the United Kingdom.

(4) For case of reference there are set out in Schedules 1, 2 and 3 to this Act respectively the English texts of—

(a) the Rome Convention;

(b) the Luxembourg Convention; and

(c) the Brussels Protocol.

S-3 Interpretation of Conventions.

3 Interpretation of Conventions.

(1) Any question as to the meaning or effect of any provision of the Conventions shall, if not referred to the European Court in accordance with the Brussels Protocol, be determined in accordance with the principles laid down by, and any relevant decision of, the European Court.

(2) Judicial notice shall be taken of any decision of, or expression of opinion by, the European Court on any such question.

(3) Without prejudice to any practice of the courts as to the matters which may be considered apart from this subsection—

(a) the report on the Rome Convention by Professor Mario Giuliano and Professor Paul Lagarde which is reproduced in the Official Journal of the Communities of 31st October 1980 may be considered in ascertaining the meaning or effect of any provision of that Convention; and

(b) any report on the Brussels Protocol which is reproduced in the Official Journal of the Communities may be considered in ascertaining the meaning or effect of any provision of that Protocol.

S-4 Revision of Conventions etc.

4 Revision of Conventions etc.

(1) If at any time it appears to Her Majesty in Council that Her Majesty's Government in the United Kingdom—

(a) have agreed to a revision of any of the Conventions (including, in particular, any revision connected with the accession to the Rome Convention of any state); or

(b) have given notification in accordance with Article 22(3) of the Rome Convention that either or both of the provisions mentioned in section 2(2) above shall have the force of law in the United Kingdom,

Her Majesty may by Order in Council make such consequential modifications of this Act or any other statutory provision, whenever passed or made, as Her Majesty considers appropriate.

(2) An Order in Council under subsection (1) above shall not be made unless a draft of the Order has been laid before Parliament and approved by a resolution of each House.

(3) In subsection (1) above—

‘modifications’ includes additions, omissions and alterations;

‘revision’ means an omission from, addition to or alteration of any of the Conventions and includes replacement of any of the Conventions to any extent by another convention, protocol or other description of international agreement; and

‘statutory provision’ means any provision contained in an Act, or in any Northern Ireland legislation, or in—

(a) subordinate legislation (as defined in section 21(1) of the Interpretation Act 1978 ); or

(b) any instrument of a legislative character made under any Northern Ireland legislation.

S-5 Consequential amendments.

5 Consequential amendments.

5. The enactments specified in Schedule 4 to this Act shall have effect subject to the amendments specified in that Schedule.

S-6 Application to Crown.

6 Application to Crown.

6. This Act binds the Crown.

S-7 Commencement.

7 Commencement.

7. This Act shall come into force on such day as the Lord Chancellor and the Lord Advocate may by order made by statutory instrument appoint; and different days may be appointed for different provisions or different purposes.

S-8 Extent.

8 Extent.

(1) This Act extends to Northern Ireland.

(2) Her Majesty may by Order in Council direct that all or any of the provisions of this Act shall extend to any of the following territories, namely—

(a) the Isle of Man;

(b) any of the Channel Islands;

(c) Gibraltar;

(d) the Sovereign Base Areas of Akrotiri and Dhekelia (that is to say, the areas mentioned in section 2(1) of the Cyprus Act 1960 ).

(3) An Order in Council under subsection (2) above may modify this Act in its application to any of the territories mentioned in that subsection and may contain such supplementary provisions as Her Majesty considers appropriate; and in this subsection ‘modify’ shall be construed in accordance with section 4 above.

S-9 Shirt title.

9 Shirt title.

9. This Act may be cited as theContracts (Applicable Law) Act 1990.

S C H E D U L E S

SCHEDULE 1

The Rome Convention

The High Contracting Parties to the Treaty establishing the European Economic Community,

Anxious to continue in the field of private international law the work of unification of law which has already been done within the Community, in particular in the field of jurisdiction and enforcement of judgments,

Wishing to establish uniform rules concerning the law applicable to contractual obligations,

Have agreed as follows:

Title I

Scope of the Convention

1Article 1

Scope of the Convention

Scope of the Convention

SCH-1.1

1. The rules of this Convention shall apply to contractual obligations in any situation involving a choice between the laws of different countries.

SCH-1.2

2. They shall not apply to:

(a) questions involving the status or legal capacity of natural persons, without prejudice to Article 11;

(b)contractual obligations relating to:

—wills and succession,

—rights in property arising out of a matrimonial relationship,

—rights and duties arising out of a family relationship, parentage, marriage or affinity, including maintenance obligations in respect of children who are not legitimate;

(c) obligations arising under bills of exchange, cheques and promissory notes and other negotiable instruments to the extent that the obligations under such other negotiable instruments arise out of their negotiable character;

(d) arbitration agreements and agreements on the choice of court;

(e)questions governed by the law of companies and other bodies corporate or unincorporate such as the creation, by registration or otherwise, legal capacity, internal organisation or winding up of companies and other bodies corporate or unincorporate and the personal liability of officers and members as such for the obligations of the company or body;

(f) the question whether an agent is able to bind a principal, or an organ to bind a company or body corporate or unincorporate, to a third party;

(g) the constitution of trusts and the relationship between settlors, trustees and beneficiaries;

(h) evidence and procedure, without prejudice to Article 14.

SCH-1.3

3. The rules of this Convention do not apply to contracts of insurance which cover risks situated in the territories of the Member States of the European Economic Community. In order to determine whether a risk is situated in these territories the court shall apply its internal law.

SCH-1.4

4. The preceding paragraph does not apply to contracts of re-insurance.

2Article 2

Application of law of non-contracting States

Any law specified by this Convention shall be applied whether or not it is the law of a Contracting State.

Title II

Uniform Rules

3Article 3

Freedom of choice

SCH-1.1

1. A contract shall be governed by the law chosen by the parties. The choice must be express or demonstrated with reasonable certainty by the terms of the contract or the circumstances of the case. By their choice the parties can select the law applicable to the whole or a part only of the contract.

SCH-1.2

2. The parties may at any time agree to subject the contract to a law other than that which previously governed it, whether as a result of an earlier choice under this Article or of other provisions of this Convention. Any variation by the parties of the law to be applied made after the conclusion of the contract...

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