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Symposium Paper: Long-term Relational Contracts and the UNIDROIT Principles of International Commercial Contracts

Australian International Law Journal
Volume 17 (2010)

Abstract: This article considers how the UNIDROIT Principles of International Commercial Contracts ('UPICC') respond to the typical form of commercial contract - the relational contract. Relational contracts provide a 'framework' for relationships, allowing them to develop over time. The temporal element gives rise to peculiar issues, including: the need to accommodate changed circumstances; whether to keep the contract alive or terminate it in response to changed circumstances; contractual discretions and the role of fault and good faith; the role of contractual mechanisms for dealing with supervening risks. The article considers various of the provisions of the UPICC dealing with these issues and concludes with a consideration of possible new directions, including the proposal for a future edition of the UPICC that certain contracts can be terminated for 'just cause'. As Australian commerce becomes more international in nature, we need a common framework - a 'new law merchant' - by which contractual relations are maintained. The Australian case law on relational contracts is thin. The UPICC will prod Australian courts and practitioners to grapple with these issues. However, that effort might stall if commercial parties believe the rules in the new law merchant are too open-textured, allowing too much judicial intervention in contracting practices.

To cite this article: Robertson, Donald. Symposium Paper: Long-term Relational Contracts and the UNIDROIT Principles of International Commercial Contracts [online]. Australian International Law Journal, Vol. 17, 2010: [185]-192. Availability: <http://search.informit.com.au/documentSummary;dn=957903400561163;res=IELHSS> ISSN: 1325-5029. [cited 29 Apr 16].

Personal Author: Robertson, Donald; Source: Australian International Law Journal, Vol. 17, 2010: [185]-192 Document Type: Journal Article ISSN: 1325-5029 Subject: Commercial law; Contracts (International law); Conflict of laws--Contracts; Conflict of laws--Commercial law; International Institute for the Unification of Private Law; Peer Reviewed: Yes Affiliation: (1) Partner, Freehills, and Adjunct Professor of Law, Sydney Law School

Database: Humanities & Social Sciences Collection