Common law responses to the Unidroit Principles of International Commercial Contracts

This chapter examines the reactions of lawyers and scholars in common-law jurisdictions to Unidroit’s Principles of International Commercial Contracts (PICC). The PICC are inspired both by civil-law and common-law approaches to contracts and arguably represent an improvement on the common law in several respects. The PICC are, however, often met with indifference or hostility in common-law jurisdictions, for reasons the chapter explores. In particular, the PICC’s embrace of general principles of fairness is difficult for many common-law lawyers engaged in international practice to accept. Relatedly, the PICC’s potential effect on documentary certainty has provoked scepticism. The last of these themes is explained through a close analysis of Kabab-Ji SAL (Lebanon) v Kout Food Group (Kuwait), where the UK Supreme Court resolved a direct conflict between the PICC and English law.