bluuebunny/crossref_metadata_2025_split huggingface dataset:
An Introduction to the General Principles of Law and International Due Process
Authors: Kotuby Jr Charles T , Sobota Luke A 
Published: June 2017

Abstract
This chapter discusses the history and genesis of general principles of law and norms of international due process in international law, and the practical application of these principles and norms in various national and international fora. The identification of general principles is one of both discernment and distillation—honing the principles underlying legal rules that are common to the majority of legal systems around the world. Once properly identified, general principles help regulate inter-state relations, define the treatment due to foreign investors under investment treaties, and guide the choice of law before municipal courts. They assist in the proper interpretation of both treaties and internation contracts. There are similarly general and universal procedural principles that form the concept of international due process. These baseline norms are referenced when deciding when a judgment or award deserves recognition abroad or, conversely, condemnation as a denial of justice.
Modern Applications of the Principles of International Due Process
Authors: Kotuby Jr Charles T , Sobota Luke A 
Published: June 2017

Abstract
This chapter examines the general principles of international due process common to all systems of law. A party must have notice of the proceeding and an opportunity to be heard. The court or tribunal deciding the case must have jurisdiction, be independent and impartial, and treat the parties equally. It may not decide the case based on bribery or other external factors, nor may it countenance fraudulent conduct before it. Each party has the burden of proving its own proffered facts during the case, and the decision at the end of the process should be final (res judicata). These are the essential norms that govern the work of every adjudicative body. They ensure the fundamental promise of all judicial proceedings: the settlement of a dispute by an independent authority in a manner that is fair to the parties and premised on impartial application of the law to the facts.
Purposes, legal nature, and scope of the PICC; applicability by courts; use of the PICC for the purpose of interpretation and supplementation and as a model
Authors: Michaels Ralf 
Published: June 2017

Abstract
This commentary focuses on Preamble I of the UNIDROIT Principles of International Commercial Contracts (PICC). In particular, it discusses the purposes, legal nature, and scope of the PICC as a restatement, as a model, as effective law, and as a background law. It also explains the applicability of the PICC by courts, focusing on the function of paragraphs 2–4 of the Preamble; applicability as law chosen by the parties; the PICC as general principles of law or lex mercatoria; applicability without a choice by the parties; and application where choice of law rules do not yield results. Preamble I also addresses the use of the PICC for purposes of contractual interpretation and supplementation and as a model for legislation, contract drafting, mediation and conciliation, and legal education.
Introduction to Chapter 1 of the PICC
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This chapter contains three groups of ‘general provisions’ of the UNIDROIT Principles of International Commercial Contracts (PICC). The first group deals with fundamental principles of contract law, including freedom of contract, freedom from formal requirements, the bindingness of contract, good faith and fair dealing, and the so-called ‘prohibition of inconsistent behaviour’. The second group of provisions addresses the role and function of mandatory rules and the third group deals with the application of the PICC, focusing on general guidelines for the interpretation of the various articles of the instrument; specific key terms that are used throughout the following Chapters of the PICC such as ‘court’, ‘place of business’, ‘obligor’, ‘obligee’, and ‘writing’; the role of usages and practices established between the parties; and rules for certain scenarios that may arise in various contexts if the PICC apply.
Authors: Nottage Luke 
Published: June 2017

Abstract
Identifying an ‘offer’ is usually the first step in the traditional scheme for establishing that a contract has been concluded. This commentary focuses on Article 2.1.2 of the UNIDROIT Principles of International Commercial Contracts (PICC), which requires a proposal that is ‘sufficiently definite’ and ‘indicates the intention of the offeror to be bound upon acceptance’. These two requirements parallel those set out in Art 2.1.1 with respect to conduct of the parties ‘sufficient to show agreement’ in situations outside the usual offer-and-acceptance framework of negotiations. Arguably, however, ‘Art 2.1.14 shows that sufficient definiteness is merely accessory to the parties' intention to be bound’; the latter will be given effect unless indefiniteness reaches ‘the point where construction becomes impossible’. Art 2.1.2 addresses the intention to be bound in public proposals, tenders, quotes, letters of intent or comfort.
Authors: Nottage Luke 
Published: June 2017

Abstract
This commentary focuses on Article 2.1.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the rejection of an offer. Art 2.1.5 stipulates that an offer is terminated when a rejection reaches the offeror. Even if the offer has become effective (without being withdrawn, under Art 2.1.3) and remains so (without being revoked, under Art 2.1.4), it can he terminated upon the rejection of the offeree reaching the sphere of control of the offeror (Art 1.10). This principle is consistent with a (neo)classical approach to contract law that seeks to preserve the freedom not to be drawn readily into contracts, and is widely accepted across national legal systems. Art 2.1.5 explains termination of an offer by explicit or implied rejection and termination of offer by other means.
Authors: Anderson Ross G 
Published: June 2017

Abstract
This commentary focuses on Article 2.1.9 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning late acceptance and delayed transmission of an acceptance. Art 2.1.9 stipulates that a late acceptance is nevertheless effective as an acceptance if without undue delay the offeror so informs the offeree or gives notice to that effect. If a communication containing such a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without undue delay, the offeror informs the offeree that it considers the offer as having lapsed. Art 2.1.9 also addresses the burden of proof with respect to lateness attributable to offeree and delays in transmission.
Authors: Anderson Ross G 
Published: June 2017

Abstract
This commentary focuses on Article 2.1.10 of the UNIDROIT Principles of International Commercial Contracts (PICC), which stipulates that acceptance of an offer may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective. Rejection of an offer causes an offer to lapse (at least as regards the offeree who has rejected). Withdrawal of an acceptance, in contrast, has no effect, in principle, on the offer. The effect of the withdrawal on the original offer must, in any case, be a matter of construction of the offer, the withdrawal, and the surrounding circumstances. Art 2.1.6(2) provides that acceptance becomes effective only when it reaches the offeror. Art 2.1.10 provides for acceptances what Art 2.1.3 provides for the withdrawal of offers.
Authors: Krebs Thomas 
Published: June 2017

Abstract
This commentary focuses on Article 2.2.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning undisclosed agency. The doctrine of the undisclosed principal allows an intermediary to bring about direct contractual relations between the principal and a third party, even though the intermediary appears to be acting in its own name alone. The doctrine offers a way in which a party wishing to buy or sell in the market can do so without appearing itself in the transaction. This doctrine was excluded altogether from the PICC, as it was seen as ‘inappropriate in the context of international contracting’. This commentary discusses the practical consequences of (attempted) undisclosed agency, enterprise liability arising from undisclosed agency, and the burden of proof relating to undisclosed agency.
Authors: Krebs Thomas 
Published: June 2017

Abstract
This commentary focuses on Article 2.2.6 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the liability of an agent acting without or exceeding its authority. Art 2.2.6 stipulates that an agent that acts without authority or exceeds its authority is, failing ratification by the principal, liable for damages that will place the third party in the same position as if the agent had acted with authority and not exceeded its authority. However, the agent is not liable if the third party knew or ought to have known that the agent had no authority or was exceeding its authority. This commentary discusses the extent of a false agent's liability, the third party's knowledge of agent's lack of authority, and the burden of proof required in this regard.
Authors: Krebs Thomas 
Published: June 2017

Abstract
This commentary focuses on Article 2.2.7 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning conflict of interests. Art 2.2.7 stipulates that if a contract concluded by an agent involves the agent in a conflict of interests with the principal of which the third party knew or ought to have known, the principal may avoid the contract. However, the principal may not avoid the contract if the principal had consented to, or knew or ought to have known of, the agent's involvement in the conflict of interests; or if the agent had disclosed the conflict of interests to the principal and the latter had not objected within a reasonable time. It is for the principal to show both the existence of the conflict of interests and that the third parry knew or ought to have known about it. Once the principal has discharged that burden of proof, it is then for the third party to establish that the principal consented to, knew of, or ought to have known of the conflict.
Authors: Krebs Thomas 
Published: June 2017

Abstract
This commentary focuses on Article 2.2.10 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning termination of an agent's authority. Art 2.2.10 stipulates that termination of authority is not effective in relation to the third party unless the third party knew or ought to have known of it. Notwithstanding the termination of its authority, an agent remains authorised to perform the acts that are necessary to prevent harm to the principal's interests. This commentary discusses the grounds for termination of authority, termination of apparent authority vs actual authority, authority of necessity, and burden of proof with respect to termination of authority.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary focuses on Article 3.2.17 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning unilateral declarations. Art 3.2.17 states that Chapter 3 of the PICC not only applies to the formation of the contract strictu sensu (that is, offer and acceptance), but also to any communication of intention that one party addresses to the other party. Such communications of intention may be made before or after the conclusion of the contract. Examples for the first group of communications are, according to the Official Comment, bids for investment or bids for work, for the delivery of goods, or for the provision of services. Examples for the latter group are notices, declarations, demands, or requests of any type.
Authors: Cuniberti Gilles 
Published: June 2017

Abstract
This commentary focuses on Article 3.3.1 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning contracts that infringe mandatory rules. Art 3.3.1 governs a specific aspect of the mandatory rules regime, namely the effect that their infringement produces on a contract. The relevant mandatory rules, however, are not set forth in the PICC; rather, the PICC defer to the binding norms from which such rules originate. Thus, the definition of what constitutes illegal conduct is to be found in those binding norms. Similarly, Art 3.3.1 defers to Art 1.4 PICC with respect to the applicability of any mandatory rule, which, in turn, defers to the relevant rules of private international law. This commentary discusses the scope of application of Art 3.3.1, with particular emphasis on the effects of mandatory rules whether or not expressly prescribed, effects upon the contract and remedies under the contract, and the importance of mandatory rules.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 4.1 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning intention of the parties. Art 4.1 is the basic rule of contractual interpretation under the PICC. It consists of two paragraphs that provide for two different points of reference that may be significant in the interpretation of a contract. The meaning of a contractual term must be determined with reference to the meaning that the parties intended it to have. If such a common intention cannot be established, the meaning must be determined with reference to a standard of reasonableness. This commentary discusses contractual interpretation according to the common intention of the parties and according to the understanding of reasonable persons, the relationship between Art 41(1) and (2), interpretation of standard terms, and burden of proof with respect to intention.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 4.7 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning interpretation of contracts drawn up in two or more language versions. There has to be a discrepancy between the different versions; that is, the meaning of a clause in one version deviates from the meaning in the other version or versions. Furthermore, it must be impossible to remove this difference of meaning by applying the other rules of contractual interpretation. According to Art 4.7, where a contract is drawn up in two or more versions which are equally authoritative, there is, in case of discrepancy between the versions, a preference for the interpretation according to a version in which the contract was originally drawn up. The burden of proof lies in the party wishing to rely on a particular language version.
Authors: Atamer Yesim 
Published: June 2017

Abstract
This commentary focuses on Article 6.1.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning early performance of a contractual obligation. Art 6.1.5(1) stipulates that the obligor is not entitled to early performance. Early performance is equated with non-performance and may be rejected by the obligee without any further justification. The problem of premature performance only arises if the parties have fixed a date or a period of performance with a definite starting date. This commentary discusses the rule disallowing early performance of contractual obligations, an exception to the rule, and consequences of acceptance of early performance with particular emphasis on additional expenses, remedies for non-performance, right of obligor to discount, and time of counter-performance.
Authors: Atamer Yesim 
Published: June 2017

Abstract
This commentary analyses Article 6.1.10 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning monetary obligation that is not expressed in a particular currency. In principle, the parties define in their contract in which currency the debt is to be calculated. If the contract is silent in this respect and the common intention of the parties cannot be established by interpretation, Art 6.1.10 stipulates that the currency at the place of performance is decisive. The need to apply the subsidiary rule of Art 6.1.10 arises, for example, when parties have not fixed the price at all. If it is not clear under the contract which currency is contracted for, the burden of proof falls on the party that claims that it is a currency other than the currency at the place of performance.
Introduction to Section 6.2 of the PICC
Authors: McKendrick Ewan 
Published: June 2017

Abstract
Section 6.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) deals with the concept of hardship. While hardship clauses are encountered with some frequency in international commercial contracts, few legal systems recognize a legal doctrine termed ‘hardship’. The innovative nature of Section 6.2 can be perceived by contrast with Art 79(1) of the United Nations Convention on Contracts for the International Sale of Goods (CISG). A discussion of Art 79 CISG, entitled ‘exemption’, leads on to a consideration of the relationship between force majeure and hardship. Hardship is most likely to be invoked in the context of long-term contracts where it is difficult, if not impossible, for the parties to make provision for every event that may have an impact on their contractual obligations.
Authors: McKendrick Ewan 
Published: June 2017

Abstract
This commentary analyses Article 6.2.1 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the performance of a contract in relation to the provisions on hardship. Art 6.2.1 establishes the starting point for any analysis of the hardship provisions of the PICC. The general rule is that a contract is binding and that it must be performed in accordance with its terms. The purpose of Art 6.2.1 is to make it clear that, given the binding character of the contract, ‘performance must be rendered as long as it is possible and regardless of the burden it may impose on the performing party’. Hardship is therefore the exception rather than the rule. Art 6.2.1 acts as a reminder that the general duty is to perform and that relief is very much the exception.
Authors: Schelhaas Harriet 
Published: June 2017

Abstract
This commentary analyses Article 7.2.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning judicial penalty. Under Art 7.2.4, where the court orders a party to perform, it may also direct that this party pay a penalty if it does not comply with the order. The penalty shall be paid to the aggrieved party unless mandatory provisions of the law of the forum provide otherwise. Payment of the penalty to the aggrieved party does not exclude any claim for damages. This commentary explains judicial penalty and the court's discretionary power to determine whether or not to impose a judicial penalty, and mandatory provisions with regard to the beneficiary.
Authors: Schelhaas Harriet 
Published: June 2017

Abstract
This commentary analyses Article 7.2.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the right of the aggrieved party to change the remedies sought. An aggrieved party has the freedom to choose between the available remedies (that is, termination, damages, or performance), provided that the requirements for these remedies are met. According to Art 7.2.5, an aggrieved party that has already demanded performance may in certain circumstances invoke another remedy (ius variandi). Where the decision of a court for performance of a non-monetary obligation cannot be enforced, the aggrieved party may invoke any other remedy. This commentary discusses the requirements that an aggrieved party must satisfy before it can change its remedy, the required time limit for a notice of termination, and the question of consistency of a demand for performance with other remedies.
Authors: McKendrick Ewan 
Published: June 2017

Abstract
This commentary analyses Article 7.4.12 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the currency in which to assess damages. Art 7.4.12 deals with the assessment of damages and the currency in which damages are to be assessed, and not with the currency of payment under the contract. According to this provision, damages are to be assessed either in the currency in which the monetary obligation was expressed or in the currency in which the harm was suffered, whichever is more appropriate. The text of Art 7.4.12 does not make it clear who is to decide which currency is ‘more appropriate’ for this purpose. However, the Official Comment states that the choice between the two currencies is ‘left to the aggrieved party, provided that the principle of full compensation is respected’.
Authors: Pichonnaz Pascal 
Published: June 2017

Abstract
This commentary analyses Article 8.1 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the conditions of set-off. Set-off has five basic requirements: mutuality of obligations, which means that the parties should owe each other performances; obligations of the same kind; the need for the ‘first party’ to be entitled to perform its obligation; the right of the ‘other party’ to enforce obligations; and the ascertainment of the obligation of the ‘other party’. This commentary discusses set-off and jurisdiction (arbitration), mutuality of obligations, obligations of the same kind, right to perform and enforceability, the notions of ascertainment and of ‘the same contract’, and burden of proof relating to set-off.
Authors: Mazza Francesca 
Published: June 2017

Abstract
This commentary analyses Article 9.1.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning partial assignment. Art 9.1.4 recognizes the economic need for assigning part of a right. Taking into account the underlying rationale of Section 9.1 of the PICC that the assignment should not burden the obligor, Art 9.1.4 draws a distinction between a right to the payment of a monetary sum and a right to other performance. According to this provision, a right to the payment of a monetary sum may be assigned partially. A right to other performance may be assigned partially only if it is divisible, and the assignment does not render the obligation significantly more burdensome. This commentary discusses the right to the payment of a monetary sum, right to other performance, the divisibility of a right, the additional burden that a partial assignment may put on the obligor, and the effects of partial assignment on the obligee and obligor.
Authors: Mazza Francesca 
Published: June 2017

Abstract
This commentary analyses Article 9.1.14 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning rights related to the right assigned to the assignee. According to Art 9.1.14, the assignment of a right transfers to the assignee all the assignor's rights to payment or other performance under the contract in respect of the right assigned, as well as all rights securing performance of the right assigned. Art 9.1.14 is not restricted to what civil law systems would refer to as accessory rights. With respect to partial assignments, a distinction must be made between divisible rights and other rights. This commentary also discusses assignment that is contrary to a clause limiting or prohibiting assignment, along with mandatory rules and party autonomy relating to the assignee's rights to payment or other performance.