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International Construction Law Review

THE USE OF THE UNIDROIT PRINCIPLES IN INTERNATIONAL CONSTRUCTION CONTRACTS

DR DONALD CHARRETT

Melbourne TEC Chambers

1. Unidroit Principles

The Unidroit Principles of International Commercial Contracts (UP) are a set of a-national principles that apply to the formation, validity, interpretation, performance and termination of commercial contracts. They are intended to be a modern statement of a “lex mercatoria” for international contracts in which the rules are not derived from any particular national law, but nevertheless embody contractual principles which are or can be recognised by the laws of any country, whether those laws are based on the common law or the civil law.
The International Institute for the Unification of Private Law (Unidroit) is an independent intergovernmental organisation with its seat in Rome. Its purpose is to study needs and methods for modernising, harmonising and co-ordinating private and in particular commercial law as between states and groups of states. It was set up in 1926 as an auxiliary organ of the League of Nations. It was re-established in 1940 on the basis of a multilateral agreement, the Unidroit Statute. Membership of Unidroit is restricted to states acceding to the Unidroit Statute. Unidroit’s 63 Member States are drawn from the five continents and represent a variety of different legal, economic and political systems as well as different cultural backgrounds.1
Unidroit first published the UP in 1994. The second edition of the UP was issued in 2004, followed by the latest 2010 edition. A helpful Table of Correspondence is available to cross-reference the Articles in the three editions and identify new or changed clauses or comments.2 The UP are available to download from the Unidroit website in the five official languages (English, French, German, Italian and Spanish) as well as Russian, Japanese and Portuguese.3 In addition to the text of the Principles, a version with comments is also available in English and French, in which the reasons for and application of each sub-clause is explained. Many provisions are illustrated by examples of applicable contractual situations. There is a considerable literature available on the UP, and their application


The International Construction Law Review [2013

508

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