Lilleholt Comparative Private Law 2012 A Common European Sales Law Proposal for regulation COM2011 635 final An optional 2 nd regime for crossborder contracts Scope sales of goods supply ID: 325554
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Slide1
Kåre Lilleholt
Comparative Private Law
2012Slide2
A Common European Sales Law?
Proposal
for regulation: COM(2011) 635 final
An optional “2
nd
regime” for cross-border contracts
Scope: sales of goods, supply
of digital content, related services
Relevance for comparative lawSlide3
Contract law in Europe
Varies from country to country
Private international
law
Uniform law
CISGEU legislation, minimum harmonisation, total harmonisationModel laws etc.: UNIDROIT Principles, PECL, DCFRSlide4
The process up to CESL
The Commission’s Action Plan (2003)
CoPECL
Network (2005)
Draft Common Frame of Reference (2009)
Study Group on a European Civil CodeAcquis GroupFrench texts on terminology and principles (
2008)
Feasibility Study (2011)
CESL (2011)Slide5
The DCFR
Black letter rules
Comments
Comparative
n
otesSlide6
Contents DCFR
Book I General provisions
Book II Contracts and other juridical acts
Book III Obligations and corresponding rights
Book IV Specific contracts and the rights and obligations arising from them
Book V Benevolent intervention in another’s affairsSlide7
Contents DCFR (ctd.)
Book VI
Non-contractual liability arising out of damage caused to another
Book VII
Unjustified enrichment
Book VIII Acquisition and loss of ownership in movables
Book IX Proprietary security rights in movable assets
Book X
TrustsSlide8
EU legislation on contracts
Primarily on consumer contracts
Most recent: Consumer Rights Directive (2011/83)
deadline 13 December 2012
contracts concluded after 13 June 2014Slide9
CESL – a second regime
Norwegian
law
German
law
French
law
Existing
law
Existing
law
Existing
law
CESL
CESL
CESLSlide10
Application of CESL
Chosen by the parties
Cross-border contract
(unless otherwise decided)
At least one party in a Member State
Contract for the sale of goods, for the supply of digital content, related servicesTrader and consumer or SMB (unless otherwise decided)Slide11
Recourse to other law?
Autonomous
interpretation
Issues with the scope of CESL must be settled without recourse to national lawSlide12
Content of CESL
Making a binding contract
Interpretation
Obligations
and remedies
Damages and interestRestitutionPrescriptionSlide13
Consclusion of contract
Definition of contract
Offer and acceptance
Right to withdraw
Defects in consentSlide14
Voidability due to mistake
Article 48
Inaccuracy
in communicationSlide15
Interpretation
Common intention
Particular meaning known to the other party
Meaning
that a reasonable person would give to it
Relevant matterscircumstancespracticesgood faith and fair dealing