Principles on Choice of Law in International Commercial Contracts
| Jurisdiction | United Kingdom |
| Pages | 17-19 |
| Author | Daniel Girsberger,Thomas Kadner Graziano,Jan L Neels |
xvii
PRINCIPLES ON CHOICE OF LAW IN
INTERNATIONAL COMMERCIAL CONTRACTS
APPROVED ON19 MARCH 2015
Preamble
. is instrument sets forth general principles concerning choice of law in international com-
mercial contracts. ey arm the principle of party autonomy with limited exceptions.
. ey may be used as a model for national, regional, supranational or international
instruments.
. ey may be used to interpret, supplement and develop rules of private international law.
. ey may be applied by courts and by arbitral tribunals.
Article 1— Scope of the Principles
. ese Principles apply to choice of law in international contracts where each party is acting in
the exercise of its trade or profession. ey do not apply to consumer or employment contracts.
. For the purposes of these Principles, a contract is international unless each party has its
establishment in the same State and the relationship of the parties and all other relevant
elements, regardless of the chosen law, are connected only with that State.
. ese Principles do not address the law governing–
a) the capacity of natural persons;
b) arbitration agreements and agreements on choice of court;
c) companies or other collective bodies and trusts;
d) insolvency;
e) the proprietary eects of contracts;
f ) the issue of whether an agent is able to bind a principal to a third party.
Article 2— Freedom of choice
. Acontract is governed by the law chosen by the parties.
. e parties may choose–
a) the law applicable to the whole contract or to only part of it; and
b) dierent laws for dierent parts of the contract.
. e choice may be made or modied at any time. Achoice or modication made after the
contract has been concluded shall not prejudice its formal validity or the rights of third parties.
. No connection is required between the law chosen and the parties or their transaction.
Article 3— Rules of law
e law chosen by the parties may be rules of law that are generally accepted on an inter-
national, supranational or regional level as a neutral and balanced set of rules, unless the law
of the forum provides otherwise.
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