Common Features of Uniform Commercial Law Conventions

Taking the 1980 U.N. Convention on Contracts for the International Sale of Goods (CISG) as a starting point, Common Features of Uniform Commercial Law Conventions compares a number of salient features of most recent international uniform substantive law Conventions in the field of commercial contracts (e.g., agency, leasing, factoring, independent guarantees, assignment of receivables, security interests in mobile equipment). The comparative approach is aimed at investigating whether the increasing number of Conventions is at all leading to a coherent set of uniform instruments, and thus to a coherent legal framework for international business transactions. The main purpose of the analysis is to support resorting to inter-conventional interpretation as a methodology enhancing the autonomous interpretation of uniform law instruments. Any effort towards the creation of a new piece of uniform legislation endows the drafters with the challenging responsibility to implicitly foster or defeat certain given solutions adopted in previous Conventions, in the light of their concrete operation and the possibly new needs raised by business operators. To this extent, those engaged in the creation of uniform instruments may be required to attribute a pivotal role to solutions that they may not consider to be the best possible, but still consider suitable to be reproduced in subsequent texts. Indeed, provided that uniform law subjects an international transaction to a single set of rules, thus reducing the costs associated with the identification of the law governing the transaction, one should also consider the risk that new uniform rules bring uncertainty in what the legal rules require. Hence, one way to reduce the impact of such risks with regard to new uniform law Conventions is to transplant therein concepts and solutions already adopted in previous Conventions, and thus familiar to business operators. The first question raised by the comparison regards the sphere of application of international uniform law Conventions. In particular, the analysis investigates the pros and cons of a "two-tier" approach, which leads to a distinction between purely domestic and international transactions and subjects only the latter ones to the uniform rules. Moreover, the factors connecting the transaction to, at least, one contracting State are considered, and the issue is addressed of the relationship between uniform law and private international law, which in many instances is resorted to in order to determine the applicability of uniform law Conventions. Another issue which is given great relevance regards the relationship between the different sources of law governing an international transaction. In this respect, the analysis focuses on the role played by party autonomy and freedom of contract in different Conventions, as well as on the role played by usages and practices established between the parties. In this respect, a highly problematic issue regards the possibility of mandatory rules being provided for in the international instruments, and thus the extent of the scope of uniform law Conventions. This in turn raises the question of the relationship between international sources of law and domestic sources. The study attempts to investigate the role played by private international law and domestic substantive law in the application of uniform substantive law Conventions, focusing, in particular, on the impact of reservations declared by contracting States, and proposes a criterion to distinguish between different types of reservations based on how they affect the application of the uniform rules. As to the substantive rules set forth in different uniform instruments, the comparison focuses on the general principles underlying those rules. Without focusing on single rules which are peculiar to a particular type of contracts, the analysis concentrates on the prevailing trend in the international context as regards some wide-ranging features. In particular, the study focuses on the need for formal requirements in international contracts, on the principles governing performance, non-performance and breach of contract, on the exemptions available in the event of non performance and the liability-allocation rules, on defenses and remedies available to the parties. Moreover, the study also analyses issues which, besides a contractual aspect, also involve a proprietary profile, and focuses in particular on validity towards third parties and rules on priorities. Index of the volume: Chapter 1 - International Uniform Contract Law Conventions and the Need for a Coherent Unification Strategy Chapter 2 - Distinctive Features of the Vienna Sales Convention and Subsequent Efforts Towards International Unification of Contract Law Chapter 3 - The Sphere of Application of International Uniform Contract Law Conventions Chapter 4 - The Application of International Uniform Contract Law Conventions: Core Issues Chapter 5 - The Substantive Rules for International Contracts Chapter 6 - The Relationship between Sources of International Contract Law Chapter 7 - Feasibility of Coherence among International Uniform Contract Law Conventions and Inter-Conventional Interpretation: Some Concluding Remarks