bluuebunny/crossref_metadata_2025_split huggingface dataset:
Authors: Krebs Thomas 
Published: June 2017

Abstract
This commentary focuses on Article 2.2.8 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning sub-agency. In most countries, the default rule is that the agent is not permitted to delegate its authority. This rule is generally based on the confidential nature of the agency relationship. Art 2.2.8 stipulates that an agent has implied authority to appoint a sub-agent to perform acts which it is not reasonable to expect the agent to perform itself. This commentary discusses the requirements of sub-agency, the consequences of delegation of authority, cases where the sub-agent affects the legal relations of the third party, and burden of proof relating to sub-agency.
Authors: Krebs Thomas 
Published: June 2017

Abstract
This commentary focuses on Article 2.2.9 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning ratification. Art 2.2.9 provides that an act by an agent that acts without authority or exceeds its authority may be ratified by the principal. On ratification the act produces the same effects as if it had initially been carried out with authority. The third party may, by notice to the principal, specify a reasonable period of time for ratification. If the principal does not ratify within that period of time it can no longer do so. This commentary discusses the prerequisites of ratification, the requirements for ratification, effects of ratification, and burden of proof relating to ratification.
Introduction to Chapter 3 of the PICC
Authors: Huber Peter 
Published: June 2017

Abstract
Chapter 3 deals with the validity of a contract governed by the UNIDROIT Principles of International Commercial Contracts (PICC). A number of provisions have been amended, introduced, or repositioned in line with the 2010 version of the PICC. The chapter is now subdivided into three Sections. The first Section defines the concept of validity and sets out several rules that distinguish the concept of validity under the PICC from different concepts in domestic legal systems. The second Section spells out the grounds for avoidance (mistake, fraud, threat, gross disparity) and governs the details of avoidance. The third Section is concerned with the issue of illegality.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.1.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the validity of a mere agreement. Art 3.1.2 stipulates that a contract is concluded, modified or terminated by the simple agreement of the parties, without any further requirement. The prime purpose of Art 3.1.2 is to exclude any further requirements that the applicable domestic law might set up in that respect and to create legal certainty. This commentary discusses the impact of the doctrine of cause on the consideration and enforceability of the contract and on cases that would be dealt with under the label of immorality or illegality. It also considers the exclusion of the doctrine of real contract.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.1.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning initial impossibility. Art 3.1.3 excludes those domestic rules that invalidate a contract simply because there is initial impossibility or simply because (‘the mere fact that’) one party was not entitled to dispose of the assets concerned. As a result of Art 3.1.3, neither initial impossibility nor lack of power to dispose of the assets as such makes a contract invalid. However, this does not mean that initial impossibility or lack of power to dispose of the assets has no consequences. On the contrary, these cases are treated under the PICC's rules on non-performance or mistake. Art 3.1.3 applies irrespective of how the relevant domestic law classifies its rule that initial impossibility (or initial lack of power of disposition) leads to invalidity. It also does not cover other domestic rules on invalidity.
Authors: du Plessis Jacques 
Published: June 2017

Abstract
This commentary focuses on Article 3.1.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the mandatory character of the provisions of Chapter 3 of the PICC on fraud, threat, gross disparity and illegality. Art 3.1.4 essentially prohibits contractual exclusion of the provisions of Chapter 3 relating to the more ‘serious’ grounds for invalidity, namely fraud, gross disparity, and illegality. It is therefore an exception to Art 1.5, which generally permits exclusion or modification by the parties. The ‘provisions’ referred to in Art 3.1.4 presumably are those relating to remedies. Art 3.1.4 only relates to excluding rights before the moment when such a right arises.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning relevant mistake. Art 3.2.2 outlines the specific requirements that must be met if a mistake is relevant under the PICC. There are three different types of requirement: the mistake must reach a certain degree of seriousness, the other party must not be worthy of protection in its reliance on the contract, and the mistaken party must be worthy of protection. This commentary discusses the purpose of Art 3.2.2, the seriousness of mistake, cases where the other party or the mistaken party is not worthy of protection, burden of proof relating to relevant mistake, and consequences of relevant mistake.
Authors: du Plessis Jacques 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning fraud. In line with some major jurisdictions and international instruments, the PICC draw a distinction between fraud and mistake as grounds for avoidance. Art 3.2.5 stipulates that a party may avoid the contract when it has been led to conclude the contract by the other party's fraudulent representation, including language or practices, or fraudulent non-disclosure of circumstances which, according to reasonable commercial standards of fair dealing, the latter party should have disclosed. This commentary discusses the relationship between fraud and mistake, the requirements for fraud, the consequences of fraud, fraud involving third parties, and exclusion of liability for fraud.
Authors: du Plessis Jacques 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.7 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning gross disparity. A basic tenet of the PICC is that the parties should be free to enter into a contract and to determine its content. Under Art 3.2.7, however, a party may avoid the contract or an individual term of it if at the time of the conclusion of the contract, the contract or term unjustifiably gave the other party an excessive advantage. This commentary discusses the background and general purpose of Art 3.2.7, the requirements for gross disparity, the consequences of gross disparity, gross disparity involving third parties, and exclusion of liability for gross disparity.
Authors: du Plessis Jacques 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.8 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning third persons. Chapter 3 of the PICC generally deals with the situation where one party to the contract uses an improper method to obtain consent. However, it is quite conceivable that a third person who is nor a party to the contract could influence its conclusion in an improper manner. The question then arises whether avoidance is still possible. The solution of Art 3.2.8 is essentially to allow the party whose consent has been obtained in an improper manner to avoid the contract if the defect can be attributed to the other party to the contract. Art 3.2.8 treats fraud, threat, or gross disparity as equally serious grounds for invalidity. This commentary discusses the general purpose and application of Art 3.2.8 and considers other three-party situations where the victim of a threat by a third party could avoid the contract.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.9 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning confirmation. Under Art 3.2.9, if the party entitled to avoid the contract expressly or impliedly confirms the contract after the period of time for giving notice of avoidance has begun to run, avoidance of the contract is excluded. Art 3.2.9 serves two purposes. On the one hand, it restricts the right to avoid the contract in a certain type of situation where the avoidance would be contrary to good faith. On the other hand, it emphasizes the fact that the party entitled to avoid the contract under the preceding provisions is not obliged to do so, but may also elect to treat the contract as valid. This commentary discusses the requirements for confirmation, whether express or implied, and the ground for avoidance, time for confirmation, and the effect of confirmation on the right to avoid the contract.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.10 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the loss of right to avoid a contract. Where one party is entitled to avoid the contract for mistake, Art 3.2.10 aims at giving the other party the chance to save the contract by assenting to the contract in the way the mistaken party understood it. The justification for this rule is that it would be contrary to good faith if the mistaken party were able to insist on the avoidance of the contract for mistake even though the contents of the contract are adapted to this party's mistaken conceptions. In other words, the rules on mistake are meant to protect the mistaken party from the consequences of its mistake, but not to grant it a right to ‘repent’. This commentary discusses the requirements for the loss of right to avoid a contract, along with its consequences.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.12 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning time limits for exercising the right to avoid the contract. Art 3.2.12 stipulates that notice of avoidance shall be given within a reasonable time, having regard to the circumstances, after the avoiding party knew or could not have been unaware of the relevant facts or became capable of acting freely. Where an individual term of the contract may be avoided by a party under Article 3.2.7, the period of time for giving notice of avoidance begins to run when that term is asserted by the other party. In relying on a ‘reasonable time’ period rather than setting out a clearly defined period of time (for example, two years after conclusion of the contract), Art 3.2.12 follows the common law model rather than the typical civil law solution. This commentary discusses the commencement and duration of ‘reasonable time’ period as well as the consequences of failure to avoid a contract within time limit.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.13 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning partial avoidance of a contract. Art 3.2.13 requires that the ground of avoidance affect only individual terms of the contract. While this scenario is easily conceivable with regard to cases of mistake, fraud or gross disparity, it will only rarely happen that a threat can be limited to certain parts of the contract. Cases that satisfy this requirement generally fall into one of two categories. The first category consists of the ‘terms’ cases, while the second category consists of the ‘items’ cases. This commentary discusses partial avoidance as general rule, avoidance of entire contract as exception, and how partial avoidance may lead to restitution.
Authors: du Plessis Jacques 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.14 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the retroactive effect of avoidance of a contract. Under Art 3.2.14, avoidance takes effect retroactively; that is, the contract is regarded as never having existed, and not merely as non-existent from the moment of avoidance. Unfulfilled obligations fall away and performances made in fulfilment of obligations have to be returned, according to Art 3.2.15. However, this is only a general proposition. Where avoidance only relates to certain terms of the contract, the other terms, whether fulfilled or unfulfilled, are left undisturbed, unless it would be unreasonable to do so. This commentary discusses the effect of retroactive avoidance in general, as well as its effect on contractual obligations, including unfulfilled and unaffected obligations and fulfilled obligations.
Authors: du Plessis Jacques 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.15 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the duties of restitution that arise after avoidance of the whole or part of a contract. On avoidance either party may claim restitution of whatever it has supplied under the contract, or the part of it avoided, provided that such party concurrently makes restitution of whatever it has received under the contract, or the part of it avoided. This commentary discusses the content of the duty to restore, the consequences of restitution being impossible or inappropriate, application of the general rules relating to obligations to the restitutionary obligations created by Art 3.2.15, and burden of proof for the requirements of a restitutionary claim arising after avoidance.
Introduction to Section 3.3 of the PICC
Authors: Cuniberti Gilles 
Published: June 2017

Abstract
Section 3.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) deals with illegality. This is an innovation of the third edition of the PICC. Previous editions expressly excluded immorality and illegality. The rationale for the exclusion was the complexity of questions of public policy and the diversity of national laws. When UNIDROIT inquired among its experts which topics should be included in a new edition, illegality emerged as one of the most widely supported topics. The conceptual possibility of a private instrument governing the application of mandatory rules was apparently not considered. Yet, the issue might reveal an essential limit to the relevance of the provisions of Section 3.3.
Authors: Cuniberti Gilles 
Published: June 2017

Abstract
This commentary focuses on Article 3.3.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the criteria for granting restitution as well as the rules governing restitution. According to Art 3.3.2, where there has been performance under a contract infringing a mandatory rule under Article 3.3.1, restitution may be granted where this would be reasonable in the circumstances. In determining what is reasonable, regard is to be had, with the appropriate adaptations, to the criteria referred to in Article 3.3.1(3). If restitution is granted, the rules set out in Article 3.2.15 apply with appropriate adaptations. The distinction introduced by Art 3.3.1 between mandatory rules that expressly prescribe their effects and those that do not is also relevant for Art 3.3.2.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 4.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning interpretation of unilateral statements and other conduct of a party. Under Art 4.2, the statements and other conduct of a party shall be interpreted according to that party's intention if the other party knew or could not have been unaware of that intention. If the preceding paragraph is not applicable, such statements and other conduct shall be interpreted according to the meaning that a reasonable person of the same kind as the other party would give to it in the same circumstances. This commentary discusses interpretation according to the intention of the party making the statement or engaging in the conduct, interpretation according to the understanding of reasonable persons, the relationship between Art 4.2(1) and (2), and burden of proof for parties wishing to invoke Art 4.2(1) or Art 4.2(2).
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 4.8 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the supplementation of an omitted term in a contract. According to Art 4.8, where the parties to a contract have not agreed with respect to a term which is important for a determination of their rights and duties, a term which is appropriate in the circumstances shall be supplied. In determining what is an appropriate term, regard shall be had to the intention of the parties; the nature and purpose of the contract; good faith and fair dealing; and reasonableness. This commentary discusses the interpretation, supplementation, and implication of contractual terms, omission of a term, and supplementation of an appropriate term.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning implied contractual obligations. According to Art 5.1.2, implied obligations stem from the nature and purpose of the contract as well as practices established between the parties and usages. Arts 5.1.1 and 5.1.2 cover the same ground as Art 4.8. It does not matter which of these provisions is applied.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning co-operation between the parties. Art 5.1.3 imposes a general duty of co-operation on the parties. The duty applies to all types of contract, although it is particularly important in long-term contractual relationships where the parties have to collaborate throughout the life of the contract to make it work. Art 5.1.3 requires each party to cooperate with the other party when such co-operation may reasonably be expected for the performance of that party's obligations. This commentary discusses limits to the duty of co-operation, legal consequences of a violation of the duty of co-operation, and burden of proof relating to the duty of co-operation.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the determination of the kind of duty involved. Art 5.1.5 provides criteria for determining the nature of contractual obligations. The question of whether an obligation involves a duty to achieve a specific result or a duty of best efforts is a result of the interpretation of the contract. Thus, Art 5.1.5 supplements the rules on contractual interpretation in Chapter 4 of the PICC. In determining the extent to which a party's obligation involves a duty of best efforts in the performance of an activity or a duty to achieve a specific result, regard shall be had to the way in which the obligation is expressed in the contract; the contractual price and other terms of the contract; the degree of risk normally involved in achieving the expected result; and the ability of the other party to influence the performance of the obligation.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.7 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the determination of contractual price. According to Art 5.1.7, where a contract does not fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have made reference to the price generally charged at the time of the conclusion of the contract for such performance in comparable circumstances in the trade concerned or, if no such price is available, to a reasonable price. This commentary discusses failure to determine the price by the parties, determination of the price according to the market price or a reasonable price, determination of the price by one of the parties, determination of the price by a third person, determination of the price with reference to external factors, and allocation of the burden of proof.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.9 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning release of a contractual right by agreement. Under Art 5.1.9, an obligee may release its right by agreement with the obligor. An offer to release a right gratuitously shall be deemed accepted if the obligor does not reject the offer without delay after having become aware of it. The terminology used in Art 5.1.9 was chosen with particular care. The term ‘release’ was preferred over the concept of ‘waiver’ that has no agreed meaning between the common law systems. This commentary argues that the use of ‘release’ is somewhat problematic from the perspective of U.S. contract law. It also discusses the agreement in terms of offer and acceptance, the legal consequences of a release by agreement, and the burden of proof relating to release of a contractual right by agreement.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.2.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the attributes of the third party. The provision aims to strike a balance between commercial flexibility and legal certainty. Art 5.2.2 stipulates that the beneficiary must be identifiable with adequate certainty by the contract but need not be in existence at the time the contract is made. It furthers the autonomy of the original parties by allowing them to accord a right to future persons. A lack of identifiability affects the validity of the contract between the original parties. The burden of proof that the third party is identifiable with adequate certainty by the contract is on the party asserting that a contract in favour of a third party has been validly concluded, usually the beneficiary or the promisee. This commentary discusses the rationale of Article 5.2.2, existence and identity of the third party, and legal capacity of the third party.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.2.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning a contract's exclusion and limitation clauses. According to Art 5.2.3, the conferment of rights in the beneficiary includes the right to invoke a clause in the contract which excludes or limits the liability of the beneficiary. There has to be express agreement of the parties to give the benefit of an exclusion or limitation clause to the beneficiary. This would be the case in the ordinary ‘Himalaya clause’, contained in bills of lading. The burden of proof is on the third party that invokes the clause excluding or limiting liability.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.2.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning defences of the promisor against the promisee and against the beneficiary. Art 5.2.4 stipulates that the promisor may assert against the beneficiary all defences which the promisor could assert against the promisee. The phrase ‘all defences’ has to be read as ‘all defences based on the contract from which the third party derives its right, but not those based on other relationships between the promisor and the promisee’. The promisor has to prove the existence of a defence against the promisee arising out of the contractual relationship which confers a right upon the beneficiary. The burden of proof is on the beneficiary if it wants to argue that the parties agreed not to make the promisor's defences available against the beneficiary.