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By Duncan Alford
Duncan E. Alford is Associate Dean, Director of the Law Library and Associate Professor of Law at the University of South Carolina School of Law, Columbia, South Carolina. Prior to joining the faculty at the University of South Carolina, he was the founding director of the law library at the Charlotte School of Law and Head of Reference at the Georgetown University Law Library. Previously, he was the Law Librarian and European Union Specialist at Princeton University, and a Reference Librarian at the Columbia University Law Library in New York City. Before deciding on a career in law librarianship he was a partner in the law firm of Robinson, Bradshaw & Hinson in Charlotte NC and Rock Hill SC, and practiced corporate law in Atlanta, GA. Mr. Alford has published numerous articles on legal research and banking law. He graduated from the University of North Carolina School of Law and from the School of Library and Information Science at the University of South Carolina, and received his undergraduate degree from the University of Virginia.
Published October
2009
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Organization for the Harmonization of Business Law in Africa (OHADA)
UN Convention on Contracts for the International Sale of Goods
International Institute for the Unification of Private Law (UNIDROIT)
Organization of American States (OAS)
United Nations Commission on International Trade Law (UNCITRAL)
Hague Conference on International Private Law
Basic Documents on International Economic Law
Private International Law Database - U.S. State Department
Unidroit Principles on International Commercial Contracts
Commission on European Contract Law
International Chamber of Commerce
Research Institutes and Think Tanks
Since World War II, international trade has grown exponentially and with it the importance of international law. With the increased business between companies in different nations, the need for increased harmonization of commercial laws has become apparent. Knowledge of international commercial law has become important for the transactional lawyer, even those outside major metropolitan areas. Several years ago, LexisNexis and the International Bar Association jointly sponsored a survey of attorneys in eight countries, including the United States. The results of the survey reveal that while the practice of law is still largely domestic, the convergence of laws in certain areas, particularly trade and investment, is occurring. The vast majority of the attorneys surveyed believed that the international standardization of trade and investment law would be beneficial.
This guide collects sources for these harmonized commercial laws and leads the legal researcher to Internet sources on this complicated area of international law. The guide begins with a discussion of the intergovernmental organizations (in some cases supranational) whose purpose is to harmonize commercial laws. The guide then identifies the important treaties that have harmonized commercial law, particularly the law of the sale of goods, and finally identifies research institutes that support the harmonization of commercial law. I have purposefully excluded conventions dealing with the transport of goods, the taking of evidence, insolvency, arbitration and procedural matters from this article. Documents of GATT and the World Trade Organization are also excluded. An excellent guide to international trade sources -- International Trade Law Sources on the Internet -- is available here.
One of the overarching goals of the European Union is the harmonization of private law as part of the development of the internal market. The acquis communautaire refers to the body of European Union (“EU”) law that must be adopted by each Member State upon joining the European Union. A significant part of the acquis includes uniform commercial law, which is a tool in developing the internal market. The harmonization of contract law among EU member states has occurred thus far by the passage of directives and regulations, two types of EU legislation.
The EU has made strides in this area and the European Commission in 2003 set forth an action plan on the harmonization of contract law within the EU [A More Coherent European Contract Law: An Action Plan, COM (2003) 68 (12 February 2003), 2003 O.J. (C 63) (March 15, 2003)]. The Action Plan is a joint effort of the Internal Market, Enterprise and Health Protection and Consumer Affairs Directorates General of the European Commission.
Further information on this action plan is available at the Commission’s Health Protection and Consumer Affairs web site.
Comments on the Action Plan, both negative and positive, are available at the web site of the Directorate General for Health Protection and Consumer Affairs.
In 1989, the European Parliament first proposed the adoption of a European Civil Code. 1989 O.J. (C 158); 1994 O.J. (C 205); 2000 O.J. (C 377). The European Commission responded to the Parliament’s call in a Commission document, COM (2001) 398, 2001 O.J. (C255) (Sept. 9, 2001). Annex I of this document summarizes the acquis communautaire that deals with private law, in particular, the law of contract. Annex II summarizes relevant international treaties dealing with substantive contract law issues. Annex III analyzes the structure of the then existing EU directives on contract law and relevant international treaties. Documents published in the Official Journal of the European Union (or O.J.) after January 1, 1998, are available in full-text online.
Common Frame of Reference Network- CFR Net
The European Commission is organizing this network of experts who will aid in the development of the “common frame of reference” called for in the Action Plan. Members will include attorneys and consumer groups among other stakeholders in the development of European contract law.
European Judicial Network in Civil and Commercial matters
Sponsored by the European Commission, this network aims to “outline various national systems of civil and commercial law.” It does not intend to provide legal advice. The site includes a useful page on “applicable law” or choice of law, "applicable law" or choice of law, and a separate page on applicable law discussing the relationship between the 1980 Rome Convention on the Law Applicable to Contractual Obligations and the Brussels I Regulation discussed in the Treaties section below.
Project Group- Restatement of European Insurance Contract Law
Sponsored by the European Commission, this group of academics, based at the University of Innsbruck in Austria, is developing a restatement of insurance contract law in Europe with the goal of creating a model law to be adopted by national legislatures. A draft Common Frame of Reference for Insurance Contract Law is available on their web site under “Draft CFR.” The English version is the authorized version with private translations available in ten other European languages.
The EU has harmonized selected national laws of Member States in the process of creating a unified internal market. A detailed discussion of European Union law, types of EU legislation, the legislative process and EU institutions is beyond the scope of this article. However, several useful research guides on EU law are available including:
International Jurisdiction in European Union E-commerce Contracts
European Union Law: An Integrated Guide to Electronic and Print Research
This intergovernmental organization was created pursuant to the Treaty on the Harmonization of Business Law in Africa among Benin, Burkina Faso, Cameroon, Central African Republic, Chad, Comoros, Congo, Cote d’Ivoire, Gabon, Equatorial Guinea, Mali, Niger, Senegal and Togo. Oct. 17, 1993, 1997 Journal Officiel de l’OHADA, No. 4, (Official Journal of the Organization for the Harmonization of Business Law in Africa (OHADA)), November 1, 1997, available online.
The treaty creates the institutions and structure for the harmonization of the law of contract, business organizations, securities, bankruptcy and arbitration in the member states, principally Francophone nations in Africa. A Common Court of Justice and Arbitrage based in Abidjan, Cote d’Ivoire, is available to hear disputes.
OHADA has drafted and the member nations have adopted several uniform acts, including a uniform act relating to general commercial law adopted in 1997. The texts of these acts are available online. Unidroit (described below) is assisting OHADA in drafting a Uniform Act on Contracts.
The harmonization of commercial law has frequently been brought about by the adoption and ratification of treaties (primarily multilateral) that govern selected areas of commercial law. This section describes the primary treaties dealing with commercial contracts. A discussion of treaty research is beyond the scope of this article. Useful guides on treaty research include:
Researching U.S. Treaties and Agreements
UN Convention on Contracts for the International Sale of Goods, 1489 U.N.T.S. 3, 19 I.L.M. 671 (April 10, 1980) (UN Treaty Registration No. 25567).
Protocol Amending the Convention of the Limitation Period in the International Sale of Goods, 1511 U.N.T.S. 77, 19 I.L.M. 696 (1980).
Arguably the most successful of the international contract treaties, over 70 nations have adopted the UN Convention, including the United States and most Western European nations. Notable exceptions are the United Kingdom and India. This treaty is frequently referred to as CISG or UN CISG.
Because of the relatively wide acceptance of the UN CISG, several excellent web resources on the treaty and court decisions interpreting the treaty provisions are available. Some of the better resources include:
Claire Germain, United Nations Convention on Contracts for the International Sale of Goods: Guide to Research and Literature
Pace University Law Library Database on CISG and International Commercial Law
This excellent web site contains the text of the treaty, cases interpreting the treaty, and scholarly writings on the treaty.
Unidroit Database on CISG Case Law
Contains both cases and a bibliography on the CISG.
Provides links to Japanese cases and arbitral awards on the CISG. Abstracts in English are available.
University of Basel, Switzerland
Autonomous Network of CISG Web Sites
This site lists web sites on the CISG maintained by universities and other groups in various countries around the world. Thus far, there are 5 sites in the Americas, 11 sites in Europe, two in the Middle East, three in Asia, and one each in Australia and Africa. The goal is to create a site in every nation that will provide updates on the application of the CISG in that nation.
UNCITRAL Digest of Caselaw on the United Nations Convention on the International Sale of Goods
A digest of cases interpreting the UN Convention, organized by treaty article. Provides links to PDF versions of the digest and includes the United Nations document number for each analysis.
In addition, to UNCITRAL, there are a number of other UN committees that deal with the development of many aspects of international law, both public and private, and not merely international commercial law. A useful page listing the more important UN committees dealing wit the codification and progressive development of international law is here.
This international organization began as part of the League of Nations and became an official international governmental organization in 1940. Unidroit currently has 63 members and has produced ten formal conventions, most recently the UNIDROIT Convention on International Interests in Mobile Equipment discussed further below, and numerous drafts and studies on international private law.
This database, available in both English and French, provides access to the Unidroit conventions, cases interpreting each convention and secondary sources discussing the convention. The database has begun with the 1956 Convention on the Contract for International Carriage of Goods by Road, 399 U.N.T.S. 189.
Unidroit Conventions - Full text versions are available online.
UNIDROIT Convention on International Interests in Mobile Equipment (November 2001), also known as the Cape Town Convention, this treaty entered into force on April 1, 2004 and harmonizes the laws of secured transactions where the collateral consists of mobile equipment. Twenty (25) nations signed the treaty, including the United States, France, Germany and the United Kingdom.
UNIDROIT publishes this scholarly journal. The table of contents and the full-text of leading articles since 1997 are available on their site. Further information on obtaining back issues of this journal, which has been published since 1948, is also available here.
In addition to the directives and regulations mentioned above, the Member States have entered into several treaties governing contract law. Some of these treaties were later replaced with EU regulations.
Rome Convention on Law Applicable to Contractual Obligations, 1980 O.J. (L 266), 19 I.L.M. 1492 (1980). Consolidated version published at 1998 O.J. (C 27) 36.
Report on the Convention on the Law Applicable to Contractual Obligations by Mario Giuliano, Professor, University of Milan, and Paul Lagarde, Professor, University of Paris I, 1980 O.J. (C 282) 1 (October 31, 1980). A fifty page explanatory report on the Convention provides an article by article analysis and a brief history of the negotiation of the Convention.
The European Court of Justice based in Luxembourg has jurisdiction to hear disputes governed by this treaty. See the First Protocol on the Interpretation by the Court of the European Communities of the Convention on the Law Applicable to Contractual Obligations, Article 2.
1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters, 1998 O.J. (C27) 1. The European Court of Justice has jurisdiction to issue preliminary rulings under this Convention. See the Protocol to the Convention.
The Brussels I Regulation replaced the above convention. Council Reg. 44/2001/EC of 22 December 2000, On Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters, 2001 O.J. (L 12).
Lugano Convention (Oct. 24, 1998), 1998 O.J. (L 319) 9, 28 I.L.M. 620 (1998). This convention adopts the same principles as the 1968 Brussels Convention above but applies to the Member States of the EU and the European Free Trade Association (Iceland, Norway, and Switzerland).
Originally founded as the Pan-American Union, this international organization with headquarters in Washington, D.C., has worked in many fields dealing with the Americas, with varying degrees of success. Beginning in 1975, the OAS has sponsored quadrennial conferences on private international law that have resulted in the drafting of several conventions. More information on these conferences known as the Inter-American Specialized Conferences on Private International Law (CIDIP) is available on the OAS web site.
InterAmerican Convention on the General Rules of Private International Law, Montevideo 1979, OAS Treaty Series No. 54, 1457 U.N.T.S. 6, 18 I.L.M. 1236 (1979) (CIDIP II). Also available at the OAS Treaties database.
1994 InterAmerican Convention on Law Applicable to International Contracts (Mexico City Convention), OAS Treaty Series No. 78, 33 I.L.M. 732 (CIDIP V). Also available from the OAS web site . This treaty, signed by Bolivia, Brazil, Mexico, Uruguay, and Venezuela, has been ratified by Mexico and Venezuela and entered into force on December 15, 1996.
OAS Model Law on Secured Transactions, OEA/Ser.K/XXI.6, CIDIP-VI/RES. 5/02, 41 I.L.M. 1038 (2002) reprinted in the Final Act of Sixth Inter-American Conference on Private International Law (CIDIP-VI)
Treaties adopted during earlier Inter-American Conferences are available on the OAS web site. A more extensive collection of documents from the Sixth and Seventh Inter-American Conferences on Private International Law (CIDIP-VI and CIDIP-VII) is available on the OAS website.
UNCITRAL consists of delegations from 36 nations appointed by the U.N. General Assembly on a rotating basis. The Commission acts through expert working groups, and has drafted conventions dealing with commercial law and been markedly more productive since the end of the Cold War in the late 1980s.
Case Law on UNCITRAL Texts (CLOUT)
Database on court decisions and arbitral awards related to UNCITRAL texts, including both conventions and model laws.
The yearbook is a compendium of UNCITRAL documents for that year. The Annexes include a bibliography of journal articles on UNCITRAL’s work and a Checklist of UNCITRAL documents. Volumes 1 – 35 for the years 1968 – 2004 are available on the Web.
UNCITRAL has been active in the area of electronic commerce across borders and has adopted two model laws and one convention governing electronic transactions.
Model Law on Electronic Commerce (1996)
This 1996 Model Law influenced the Uniform Electronic Transactions Act in the U.S., the Uniform Electronic Commerce Act in Canada and the Electronic Transactions Act in Australia.
Model Law on Electronic Signatures (2001)
U.N. Convention on the Use of Electronic Communications in International Contracts (2005)
Founded in 1893, the Hague Conference has as its purpose “to work for the progressive unification of the rules of private international law.” Statute of the Hague Conference, Article 1. The conference has drafted dozens of treaties dealing with family law, testamentary disposition and commercial law, particularly the sale of goods and the recognition of foreign judgments. The Hague Conference has 69 members, many of which are also members of UNIDROIT.
Convention on the Law Applicable to Contracts for the International Sale of Goods, 24 I.L.M. 1573 (1986). This convention revised the 1955 treaty listed below and was drafted to complement the 1980 UN Convention on the International Sale of Goods (“UN CISG”). Only five countries have signed this treaty thus far and it is not yet in force. The UN CISG excludes certain contracts from its provisions, such as consumer contracts and contracts for aircraft, and the parties to a contract have the ability to opt out entirely from the UN treaty. This convention would apply to those contracts excluded from the UN CISG where the parties have not specifically selected the governing law. This web site contains the full-text of the treaty and a bibliography of sources discussing or analyzing the treaty.
Convention on the Law Applicable to Contracts for the International Sale of Goods, 510 U.N.T.S. 147 (1955). Twelve nations have signed this convention which entered into force in 1964. The full-text of the treaty and a bibliography of sources discussing or analyzing the treaty can be found online.
A project of the International Economic Law Interest Group of the American Society of International Law, this collection of documents is available online through Westlaw and LexisNexis. The online version has been temporarily suspended and is principally useful for older (pre-2000) documents.
Maintained by the Office of the Legal Adviser, the section entitled “Trade / Business Transactions Law” is the most relevant section. It contains a list of commercial treaties to which the U.S. is a party, treaties the U.S. is considering for ratification, treaties to which the U.S. is not a party, and other private international law documents and provides links to the full-text of the treaties listed.
The previous section describes the more important treaties dealing with contract law and the intergovernmental organizations that either drafted or sponsored such treaties. Other organizations have issued standards, principles or best practices related to commercial law. While these types of documents do not rise to the level of an enforceable treaty, they have been influential in the practice of international commercial law and have been cited by courts and arbitrators as sources of authority.
These principles, available currently in English and French, were originally developed in 1994 by an international working group of academic attorneys representing all major legal systems of the world. In April 2004 the Unidroit Governing Council adopted this revised version of the Principles. Documents of the working groups that drafted the 2004 Principles are also available at the Unidroit web site. The 2004 Principles are available in five official languages as well as 12 other foreign languages.
Unilex - Database of Case Law and a Bibliography on the Unidroit Principles and the UN CISG. The database includes court decisions, arbitral awards and secondary sources on theses two important instruments of international commercial law.
This commission (also known as the Lando Commission), composed of leading academics in Europe, drafted the Principles of European Contract Law in 1999 but began its deliberations in 1982. The European Parliament supported the Commission’s work (Resolution, 6 May 1994).
Principles of European Contract Law
These principles, available in six European languages, are roughly equivalent to the Restatement of the Law of Contracts developed in the United States by the American Law Institute.
This industry group based in Paris has been influential in harmonizing international contract terms as well as arbitration practices.
International Commercial Terms defines certain terms used in international trade that are frequently incorporated into international sales contracts. The latest version of Incoterms was published in 2000 with the previous edition published in 1993. The ICC began publishing these definitions in 1936 with subsequent revisions. The preambles of the thirteen terms are available on the web site. The table of contents of Incoterms 2000 can be found online.
The ICC has also published the definitions of terms and guidelines for their use in documentary credits frequently encountered in international trade -- Uniform Customs and Practice for Documentary Credits -- UCP 500 (Table of contents only; full-text is not available free online)
Sponsored by the University of Girona in Spain, this web site provides links to sources on European private law.
References on European Private Law (updated regularly) is a bibliography of sources on private law.
Material on European Private Law provides links to EU Directives, treaties and principles dealing with commercial law.
This portal and bibliographic guide to international business law is intended as a starting point for research. It provides links to relevant treaties and conventions as well as sources of information on the Web. The database has organized the material by principle of international law and allows searching or browsing the material taken from international arbitral awards, domestic statutes, international conventions, standard contract forms, trade practices and usages, other sample clauses and academic sources.
This joint initiative of the University of Maastricht and the Catholic University of Leuven endeavors to develop casebooks on various aspects of European law. The case books emphasize the effect of EU law and the law of the European Court of Human Rights on the harmonization of European law. Lists of published casebooks and casebooks in process are available online.
Of particular interest is the casebook on Contract Law published in 2002. Its detailed table of contents is available online. A second revised version is in process.
Acquis Group, University of Bielefeld, Germany
Consisting of over 30 legal scholars from throughout the EU, this research group is drafting the “Principles of Existing EC Private Law,” inspired by the European Commission’s Action Plan on European Contract Law mentioned above.
Founded in 2000, the Institute focuses on the research and teaching of comparative law and includes English translations of selected French and German statutes and cases from selected foreign nations.
Institute of Transnational Law University of Texas, School of Law
The Institute on its web site maintains translations in English of selected court decisions in the areas of constitutional, administrative, contract and tort law from France, Germany, Austria, Italy and Israel.
National Law Center for Inter-American Free Trade
Affiliated with the University of Arizona School of Law, the center is “dedicated to developing the legal infrastructure to . . . promote economic development in the Americas.” The Center maintains the InterAm Database , an online collection of laws, regulations, case law and secondary material organized by legal topic, including business organizations, consumer law, and electronic commerce. The Center has also drafted 12 Principles of Secured Transactions Law in the Americas.
A non-profit cooperative with the purpose of providing free access to legal information worldwide, this site includes a useful page on international contracts.
Based in Florence, Italy, the European University Institute is an academic institution focused on all aspects of European Union policy and law. The European Private Law Forum, a part of the Law Department, conducts research on and teaches in the area of European private law, broadly defined. This web site provides links to ongoing research projects and working papers.
Sponsored by Cameron May, Ltd., the University of Oslo Faculty of Law and Pace University’s Institute of International Commercial Law, this portal provides links to primary sources dealing with international business law. The section entitled “Private International Commercial Law” provides links to relevant documents on the harmonization of contract law.
This research project has the goal of determining the common principles of European private law among the Member States of the European Union and secondarily of building a common European legal culture.
A joint venture of the International Trade Centre of UNCTAD/WTO, the University of Nancy, France, and the University of Montreal, Canada, this site contains model contracts, international trade treaties, and other legal documents in searchable databases. Documents are available in English, French and Spanish. More information about Juris International is available at this site.
The EBRD undertakes initiatives to facilitate the transition of Central and East European nations to free market economies that respect the rule of law. While it has not yet focused on commercial contract law, programs have been initiated to reform the laws governing insolvency, secured transactions, and capital markets among others.
Provides links and sources to laws governing international sales and contracts. This guide is particularly good about highlighting relevant web sites of the U.S. government.
A good overview of electronic resources on private international law, this site discusses many of the organizations mentioned in this article.
Provides links to primary documents, web sites and research guides on various international legal topics.
Germain’s Transnational Law Research: A Guide for Attorneys, New York, Transnational Publishers, updated annually. Chapter II: Foreign and International Law: Substantive Issues - Two sections in this chapter deal with the harmonization of international law: 2.03, Unification of Laws, and 2.04, Unification of Private International Law in the U.S.
This international consortium of over 160 commercial law firms founded in 1989 provides guides to business law on its web site. Two of its better guides are:
Resource Guide to International Business Transactions, Hazel Johnson, McGuire Woods, LLP, Richmond, VA
Prepared by attorneys in member firms of Lex Mundi, these guides give a brief overview of the legal system and economies of various nations and selected states in the United States.
This guide has entries on nearly every international organization mentioned in this article.
This joint initiative of the University of Maastricht and the Catholic University of Leuven endeavors to develop casebooks on various aspects of European law. The case books emphasize the effect of EU law and the law of the European Court of Human Rights on the harmonization of European law.
A list of published casebooks (including tables of contents, citations to book reviews, and order information) and a list of casebooks in process with a provisional table of contents are both available online.
University of Tromso, Faculty of Law, Norway
International Sales Law (Spring 2002), Syllabus, Prof. Petri Keskitalo
University of Oslo, Faculty of Law, Norway
Georgetown University, School of Law
International Trade Law and WTO, Study Plan, Prof. John H. Jackson
University of California at Los Angeles
International Business Transactions, Course Materials, Prof. Richard Steinberg
Indiana University, School of Law, Bloomington, IN
International Business Transactions, Course Materials, Prof. Hannah Buxbaum
Jurist – Law School Course Pages
This guide focuses on free Internet sites that are sources of information on the harmonization of international commercial law, particularly contract law. Due to its relatively short length, I necessarily limited my discussion to the more prominent treaties and international organizations. The related topics of European Union law, treaty research, and international trade law are beyond the scope of this guide. Detailed guides on these related topics (many of which were referred to above) are available on Globalex /, LLRX and other web sites.