bluuebunny/crossref_metadata_2025_split huggingface dataset:
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 4.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning reference to contract or statement as a whole. Art 4.4 refers to the internal context of the contract or statement. This is a factor that is relevant in contractual interpretation, and it would have been possible to include it amongst the circumstances listed in Art 4.3. The drafters chose to follow the more traditional approach of the Romanistic systems, which devote a separate provision to this factor. The holistic approach advocated for the reading of contracts and statements in Art 4.4 corresponds to the basic hermeneutic principle that words cannot be understood in isolation. Art 4.4 is concerned with the internal context that is confined to the parameters of the contract or statement itself. This commentary discusses inconsistencies in the contract or statement and the weight of arguments from the internal context.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 4.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the interpretation of contractual terms. According to Art 4.5, contract terms shall be interpreted so as to give effect to all the terms rather than to deprive some of them of effect. The rule or maxim that, in the case of doubt, all contract terms should be given full effect is part of the modern lex mercatoria. This ‘rule of common sense’ can be traced back to Roman law. This commentary discusses the requirements for the ‘rule of common sense’, with particular emphasis on irremediable ambiguity and standard terms.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning duty to achieve a specific result and duty of best efforts. According to Art 5.1.4, to the extent that an obligation of a party involves a duty to achieve a specific result, that party is bound to achieve that result. To the extent that an obligation of a party involves a duty of best efforts in the performance of an activity, that party is bound to make such efforts as would be made by a reasonable person of the same kind in the same circumstances. The distinction between duties to achieve a specific result and duties of best efforts helps to define the scope of the parties' contractual obligations. This commentary discusses the consequences of such a distinction as well as the content of the duty of best efforts.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.6 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the determination of the quality of performance. Under Art 5.1.6, where the quality of performance is neither fixed by, nor determinable from, the contract, a party is bound to render a performance of a quality that is reasonable and not less than average in the circumstances. The provision is a specific application of one of the general underlying principles of the PICC: the idea of favor contractus. This commentary discusses the priority of the general rules of contractual interpretation, average quality as a minimum threshold, standard of reasonableness, and burden of proof of the party alleging non-performance because of insufficient quality of performance.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.1.8 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning a contract for an indefinite period. Art 5.1.8 stipulates that a contract for an indefinite period maybe ended by either party by giving notice a reasonable time in advance. Art 5.1.8 deviates from the principle of pacta sunt servanda and is in contrast with the idea of favor contractus. As far as its requirements are concerned, it permits the unilateral cancellation of contracts concluded for an indefinite period without any further justification. This commentary discusses the requirements for a contract for an indefinite period, with particular emphasis on contract required by good faith and notice given a reasonable time in advance. It also considers the legal consequences of an ending contract, along with the burden of proof of the party wishing to bring the contract to an end.
Introduction to Section 5.2 of the PICC
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
Section 5.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) deals with contracts in favour of third parties. It covers the creation of a third party right by way of contract and includes the basic rule that provides for the validity and enforceability of contracts in favour of third parties and states the requirements for bringing a third party right into existence. It also defines the rights and duties of the parties in the triangular relationship arising from a contract in favour of a third party. These provisions provide default rules for the conflict of interests typically arising between the three parties involved. Section 5.2 also discusses the defences of the promisor, the extent of the original parties' power to modify or revoke the third party's right, and the right of the third party to renounce the benefit conferred upon it.
Authors: Vogenauer Stefan 
Published: June 2017

Abstract
This commentary focuses on Article 5.2.1 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning contracts in favour of third parties. Art 5.2.1 stipulates that the parties to a contract can validly agree to benefit a third party, and that it is possible that the third party acquires a right from such an agreement. It also introduces a particular terminology for denominating the parties in the triangular relationship. There are two original parties (‘the parties’) whose agreement contains the promise of one of them (‘the promisor’) to the other (‘the promisee’) to benefit a third person (‘a third party’). This commentary discusses the ‘relativity’ or ‘privity’ of contracts, validity of contracts in favour of third parties, power of the promisor and the promisee to create third party rights, content of the beneficiary's right, rights of the promisee, and implications of invalidity of contracts for third parties.
Introduction to Section 5.3 of the PICC
Authors: Rowan Solène 
Published: June 2017

Abstract
Section 5.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) deals with conditional obligations and conditional contracts. It consists of five articles concerned with five basic issues: the types of condition covered by Section 5.3, the effects of such conditions, interference with conditions, the duty to preserve rights pending the fulfilment of conditions, and restitution for the fulfilment of ‘resolutive conditions’. The introduction of a Section on conditions is in line with the approach taken by a number of legal systems that have well-settled and codified rules on the topic. Such rules have a long lineage in the European legal tradition that can be traced back to Roman law.
Authors: Rowan Solène 
Published: June 2017

Abstract
This commentary focuses on Article 5.3.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning restitution in case of fulfilment of a resolutive condition. A contract or obligation that is subject to a resolutive condition comes into existence and effect from the moment the contract is formed. It operates largely in the same way as a contract or obligation that is not conditional, except that it is susceptible to being discharged upon the fulfilment of the condition. If the condition is fulfilled, the suspension comes to an end. The contractor obligation that had hitherto been in force ceases to have effect. Art 5.3.5 deals with the restitutionary consequences of a contract or obligation being discharged in such circumstances. This commentary discusses the scope of Art 5.3.5, restitution where the resolutive condition operates prospectively or retroactively, and the meaning of the phrase ‘with appropriate adaptations’.
Authors: Atamer Yesim 
Published: June 2017

Abstract
This commentary analyses Article 6.1.6 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the place of performance of a contractual obligation. The place of performance is the place at which the obligor has to perform the acts necessary to honour its obligation. According to Art 6.1.6, monetary obligations must be discharged at the place of business of the obligee and non-monetary obligations at the place of business of the obligor. This commentary discusses the relevance of place of performance, problems related to interpretation of stipulations regarding place of performance, default rule for determining place of performance, place of performance for non-performance and restitution claims, the notion of place of business and consequences of a change in place of business or a change of parties, legal consequences related to performance at a wrong place, and burden of proof relating to place of performance.
Authors: Atamer Yesim 
Published: June 2017

Abstract
This commentary analyses Article 6.1.9 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning currency of payment. Art 6.1.9 addresses the problems that can arise if the required currency for payment (‘currency of account’) and the legal currency at the place of payment differ; that is, if a foreign money obligation features in the contract. The main questions that arise from such a scenario are whether there is a right of conversion — the right to effect or ask for payment in the legal currency of the place of payment — and, if so, which party is entitled to exercise that right and which is the applicable rate of conversion. This commentary discusses the obligor's right to pay in either contractual or legal currency, the obligee's right to request payment in either contractual or legal currency, application of exchange rate when payment is on time and when the obligor is in default, problems related to devaluation or revaluation, and burden of proof with respect to currency of payment.
Authors: Atamer Yesim 
Published: June 2017

Abstract
This commentary analyses Article 6.1.12 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning imputation of payments. Art 6.1.12 addresses the problems that arise when the obligor has more than one debt with the same obligee but the sum paid is not sufficient to cover all debts. In that case, the obligee must know which of the several obligations are to be discharged. This commentary discusses the scope of application and taxonomy of Art 6.1.12 with regard to imputation of payments, the obligor's right to impute, the obligee's subsidiary right to impute, imputation by law, applicability of Art 6.1.12 in the case of partial payment, and burden of proof relating to imputation of payments.
Authors: Atamer Yesim 
Published: June 2017

Abstract
This commentary analyses Article 6.1.16 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning cases where the application for public permission is neither granted nor refused. Once the party in charge has taken all necessary measures without undue delay and with reasonable care and diligence, both parties can do nothing other than await the decision of the relevant authority. But the situation may arise where the authorities remain inactive and neither grant nor refuse the application. Art 6.1.16 offers a solution to this ‘nothing happens’ situation and gives the parties a chance to resolve it. This commentary considers cases where the application for permission was filed but no decision was taken, as well as the consequences if missing permission affects the contract in general or if missing permission affects only certain terms of the contract.
Authors: Schelhaas Harriet 
Published: June 2017

Abstract
This commentary analyses Article 7.1.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the additional period for performance allowed by the aggrieved party in a case of non-performance. Art 7.1.4 stipulates that the aggrieved party can only react to the other's party proposal to cure its non-performance by accepting appropriate and prompt cure. Under Art 7.1.5, the aggrieved obligee may adopt a proactive approach to non-performance. The obligee can set the obligor an additional period of time for finally performing its obligations. Art 7.1.5 also allows the obligee to resort to the full panoply of remedies after the period has lapsed, particularly to termination, even if the delay in performance is not fundamental. This commentary discusses the requirements for fixing an additional period of time, as well as the legal consequences of allowing an additional time limit for performance.
Authors: Schelhaas Harriet 
Published: June 2017

Abstract
This commentary analyses Article 7.1.6 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning exemption clauses. According to Art 7.1.6, a clause which limits or excludes one party's liability for non-performance, or which permits one party to render performance substantially different from what the other party reasonably expected, may not be invoked if it would be grossly unfair to do so. The possibility of striking down exemption clauses by virtue of Art 7.1.6 is an exceptional control mechanism. Art 7.1.6 acts as a specific safeguard against unfair exemption clauses. The scope of this provision applies not only to exemption clauses in standard terms, but also to individually negotiated exemption clauses. An exemption clause may not be invoked if it would be grossly unfair to do so. This commentary also discusses the legal consequences of an exemption clause being ‘grossly unfair’.
Authors: Schelhaas Harriet 
Published: June 2017

Abstract
This commentary analyses Article 7.2.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the right of an aggrieved party to require performance of non-monetary obligations. According to Article 7.2.2, a party may require performance from the other party who does not perform unless: performance is impossible in law or in fact; performance or, where relevant, enforcement is unreasonably burdensome or expensive; the party entitled to performance may reasonably obtain performance from another source; performance is of an exclusively personal character; or the party entitled to performance does not require performance within a reasonable time after it has — or ought to have — become aware of the non-performance. This commentary discusses the conditions and exceptions with respect to the right to require performance of a non-monetary obligation.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary analyses Article 7.3.1 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the aggrieved party's right to terminate the contract if the other party fails to perform an obligation under the contract. Art 7.3.1 sets out the requirements which must be met if one party wishes to terminate the contract in response to the other party's non-performance. The basic rule is that termination will be available as a remedy if the other party's non-performance amounts to a fundamental non-performance. This commentary discusses the policy considerations underlying Art 7.3.1, freedom of contract, termination for fundamental non-performance, termination after expiry of an additional period of time for performance, use of the Nachfrist mechanism within the doctrine of fundamental non-performance, termination for partial non-performance, burden of proof relating to termination, and effects of termination.
Authors: Huber Peter 
Published: June 2017

Abstract
This commentary analyses Article 7.3.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning anticipatory non-performance. Both Arts 7.3.3 and 7.3.4 govern the so-called ‘anticipatory breach’; that is, cases where there are reasons to believe, before the date for performance, that there will be a non-performance by the other party. The purpose of Art 7.3.3 is to equate a fundamental non-performance which is (only) to be expected with a fundamental non-performance which actually occurs at the date of performance. This commentary discusses the requirements for the right to terminate, including a notice of termination, as well as the effects of termination.
Introduction to Section 7.4 of the PICC
Authors: McKendrick Ewan 
Published: June 2017

Abstract
Section 7.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) is concerned with remedy of damages. It covers the right to recover damages in the event of non-performance as well as the measure of damages, particularly the use of foreseeability as a limiting factor on the recoverability of damages. A notable feature of Section 7.4 is that the entitlement to recover damages is not linked to any notion of fault, nor to any system of notification of the defaulting party. Instead, the right arises on non-performance by the other party to the contract unless the non-performance is excused. The articles in Section 7.4 build upon, and in places develop, the rules to be found in the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Authors: McKendrick Ewan 
Published: June 2017

Abstract
This commentary analyses Article 7.4.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the certainty of harm. Under Art 7.4.3, compensation is due only for harm, including future harm, that is established with a reasonable degree of certainty. Compensation may be due for the loss of a chance in proportion to the probability of its occurrence. If the amount of damages cannot be established with a sufficient degree of certainty, the assessment is at the discretion of the court. There is a link between the requirement that the harm must be proved with sufficient certainty and the requirement that there be a causal link between the harm and the non-performance. The burden of proof is upon the aggrieved party to establish both the existence and the extent of the harm with a reasonable degree of certainty.
Authors: Pichonnaz Pascal 
Published: June 2017

Abstract
This commentary analyses Article 8.2 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning foreign currency set-off. Art 8.2 deals with set-off in the case of freely convertible currencies and restrictions to set-off between foreign currencies. Where the obligations are to pay money in different currencies, the right of set-off may be exercised, provided that both currencies are freely convertible and the parties have not agreed that the first party shall pay only in a specified currency. This commentary discusses the principle of set-off for freely convertible currencies, conversion and the exchange rate for freely convertible currencies, set-off in currencies that are not freely convertible, and burden of proof relating to foreign currency set-off.
Authors: Pichonnaz Pascal 
Published: June 2017

Abstract
This commentary analyses Article 8.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning set-off by notice. Under Art 8.3, the right of set-off is exercised by notice to the other party. This means that set-off can operate outside a courtroom and has a discharging effect on the obligation of the first party without the intervention of a judge or arbitrator. This commentary discusses the principle of set-off by notice, the form of notice of set-off, and time to give notice (‘anticipatory notice’). It also considers two other modes of set-off, set-off within insolvency proceedings and set-off by agreement, and concludes by explaining the burden of proof relating to set-off by notice.
Introduction to Chapter 9 of the PICC
Authors: Mazza Francesca 
Published: June 2017

Abstract
Chapter 9 of the UNIDROIT Principles of International Commercial Contracts (PICC) deals with assignment of rights, transfer of obligations, and assignment of contracts. In essence, the assignment of a right under Section 9.1 of the PICC is effective without the participation of the obligor. The effect of notice of the assignment to the obligor is that the obligation is no longer discharged in favour of the assignor. The PICC offer efficient and practical solutions to issues concerning the assignment of monetary rights and thereby may contribute to facilitating the transfer of such rights. With respect to the assignment of non-monetary rights, the PICC are the only international instrument that attempts to provide a comprehensive solution. However, the PICC do not address issues of third party rights, with the exception of Art 9.1.11.
Authors: Mazza Francesca 
Published: June 2017

Abstract
This commentary analyses Article 9.1.1 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the definition of the notion of ‘assignment’. Art 9.1.1 defines the assignment of a right as the transfer by agreement. Regarding the terminology, the UNIDROIT Working Group preferred the term ‘assignment of a right’ over ‘transfer of a right’ in the light of the fact that, in some legal systems, transfer is a broader term which includes a transfer by operation of law. In principle, the assignment becomes effective and the transfer occurs at the time of the agreement. However, this is only correct with regard to the assignor and a single assignee. This commentary discusses the notion of transfer, transfer by agreement between assignor and assignee, object of the transfer, and the time aspect of transfer.
Authors: Mazza Francesca 
Published: June 2017

Abstract
This commentary analyses Article 9.1.6 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning assignment of a right without individual specification. According to Art 9.1.6, a number of rights may be assigned without individual specification, provided such rights can be identified as rights to which the assignment relates at the time of the assignment or when they come into existence. The provision clarifies that the assignment of a bundle of rights is effective. It does not matter whether the bundle of rights consists of existing or future rights, or both. The PICC do not offer an explicit answer for what happens if the bundle of rights includes some rights which cannot be identified as rights to which the assignment relates (whereas the remaining rights can). This commentary discusses the principle of partial validity as it applies with respect to the assignment of a bundle of rights (as opposed to the complete invalidity of the assignment).
Authors: Mazza Francesca 
Published: June 2017

Abstract
This commentary analyses Article 9.1.12 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning adequate proof of assignment. Under Art 9.1.12, if the notice of assignment of a right is given by the assignee, the obligor may request the assignee to provide within a reasonable time adequate proof that the assignment has been made. Until adequate proof is provided, the obligor may withhold payment. Unless adequate proof is provided, notice is not effective. Art 9.1.12 essentially protects the obligor against the risk of receiving fraudulent notice from a person who purports to be the assignee. This commentary discusses the rationale and scope of Art 9.1.12, the obligor's right to request adequate proof of the assignment, and the timing and effects of adequate proof that is given by the assignee.