United Nations Commission on International Trade Law
Forty-eighth session
Vienna, 29 June-16 July 2015
Note by the Secretariat
1.In a letter dated 10 April 2015, the Permanent Bureau of the Hague Conference on Private International Law (The Hague Conference) invited the Commission to consider endorsing the Principles on Choice of Law in International Commercial Contracts (the Hague Principles).。With the request, the Permanent Bureau submitted the Hague Principles in English and French。It is reproduced as received as an annex to the present note。
2.With regard to the general background, it may be noted that the aim of the Hague Principles is to strengthen party autonomy and to ensure that the law chosen by the parties to an international commercial transaction has the widest possible scope of application, subject to clearly defined limitations。This purpose could be seen as complementary to existing UNCITRAL instruments,These instruments are also based on the principle of party autonomy in international transactions,例如,United Nations Convention on Contracts for the International Sale of Goods (1980),Vienna) and the UNCITRAL Model Law on International Commercial Arbitration (1985), as amended in 2006。In order to ensure consistency with these and other instruments, the Secretariat participated as an observer in the meetings of the Hague Conference Working Group on Legal Options for International Commercial Contracts。
附件
Principles of Choice of Law for International Commercial Contracts
Approved on 19 March 2015
序言
1.This instrument sets out the general principles governing the choice of law in international commercial contracts。These principles affirm the principle of party autonomy with limited exceptions。
2.These Principles may be used as a model for national, regional, transnational or international instruments。
3.These principles may be used to interpret, supplement and formulate rules of private international law。
4.These principles may be applied by courts and arbitral tribunals。
Article 1 - Scope of the Principle
1.This principle applies to the legal choices made by each party in respect of an international contract in the conduct of its trade or profession。This principle does not apply to consumer or employment contracts。
2.For the purposes of this principle, a contract is an international contract unless each party has its business in the same State and the relationship between the parties and all other relevant elements relate exclusively to that State regardless of the law chosen。
3.This Principle does not address the following areas of law:
(a) Capacity of natural persons;
(b) Arbitration agreements and agreements on choice of court;
(c) corporations or other collective institutions and trusts;
(d) Bankruptcy;
(e) The tenure effect of the contract;
(f) The question of whether the agent can bind the principal to a third party。
Article 2 - Freedom of choice
1.The contract is governed by the law chosen by the parties。
2.Parties may choose to:
(a) The law applicable to all or only part of the contract;and
(b) Different laws for different parts of the contract。
3.Choices can be made at any time and can be modified at any time。Any choice or amendment made after the conclusion of the contract shall not prejudice the formal effect of the contract or the rights of a third party。
4.No connection is required between the law chosen and the parties or their transactions。
Article 3 - Rules of Law
The law chosen by the parties may be a rule of law generally accepted as a set of neutral and balanced rules in an international, trans-national or regional context, unless otherwise provided by the law of the forum。
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