Journal of Korea Trade

Korea Trade Research Association (한국무역학회)
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Legal Bases for the Interpretation of Contract Terms under the UNIDROIT Principles of International Commercial Contracts

  • Kim, Bong-Chul (Division of International Studies, Hankuk University of Foreign Studies) ;
  • Kim, Ho (Major in International Commerce, Keimyung University) ;
  • Shim, Chong-Seok (Department of International Trade, Daegu University)
  • Received : 2019.12.18
  • Accepted : 2020.02.20
  • Published : 2020.02.28
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Abstract

Purpose - This paper examines the legal standards for the interpretation of contract terms in the UNIDROIT Principles of International Commercial Contracts (PICC) and the cases thereunder in order to provide academic implication to promoting an appropriate understanding of this topic in practical business. Design/methodology - This article uses the literature research and case study under the PICC. Findings - the contract terms shall be interpreted according to the common intention of the parties. If such an intention cannot be established, the contract shall be interpreted according to the meaning that reasonable persons of the same kind as the parties would give to it in the same circumstances. The statements and other conduct of a party shall be interpreted according to that party's intention if the other party knew or could not have been unaware of that intention. If not, the reasonable person standard will apply. In applying above articles, all relevant circumstances including the conduct of the parties, practices and usages shall be considered. Terms and expressions shall be interpreted in the light of the whole contract or statement in which they appear and contract terms shall be interpreted so as to give effect to all the terms rather than to deprive some of them of effect. Where contract terms supplied by one party are unclear, contra proferentem rule applies. Where there is discrepancy between several equally authoritative versions of a contract, a preference is given to the interpretation according to the version originally drawn up. Where the parties to a contract have not agreed regarding an important term for their rights and duties, a term which is appropriate in the circumstances shall be supplied. Originality/value - This article examines various cases regarding the topic that were determined under the PICC. By finding legal standards and rulings of relevant cases, this article will help readers in practical business to enhance the ability to apply the provisions to their contracts.

Keywords

Acknowledgement

This work was supported by the Daegu University Research Fund of 2020 and the Hankuk University of Foreign Studies Research Fund of 2020.

References

  1. Alban, J. O. (2012), "The General Principles of the United Nations Convention for the International Sale of Goods", Cuadernos de Derecho Transnacional, 4(1), 165-179.
  2. Bonell, M. J. (2001), "A 'Global' Arbitration Decided on the Basis of the UNIDROIT Principles: In re Andersen Consulting Business Unit Member Firms v. Arthur Andersen Business Unit Member Firms and Andersen Worldwide Societe Cooperative", Arbitration International, 17(3), 249-262. https://doi.org/10.1023/A:1011282700787
  3. Bonell, M. J. (2007), "The UNIDROIT Principles and CISG: Sources of Inspiration for English Courts?", Pace International Law Review, 19(9), 9-27.
  4. Flechtner, H. M. (2007), "Addressing Parol Evidence Issues in Contracts Governed by the CISG". In H. M. Flechtner, R. A. Brand and M. S. Walter (Eds.), Drafting Contracts under the CISG, Oxford, UK: Oxford University Press, 329-342.
  5. Huber, P. and A. Mullis (2007), The CISG: A New Textbook for Students and Practitioners, Munich, Germany: Sellier European Law Publishers.
  6. Lookofsky, J. (2008), Understanding the CISG, Alphen ann den Rijn, Netherlands: Kluwer Law International.
  7. Net, L. (2002), "Rules of Interpretation of Contracts under the Unidroit Principles and Their Possible Adoption in Vietnamese Law", Uniform Law Review, 7(4), 1017-1030. https://doi.org/10.1093/ulr/7.4.1017
  8. Schlechtriem, P. (1998), Commentary on the UN Convention on the International Sale of Goods (CISG), Oxford, UK: Oxford University Press.
  9. Vogenauer, S. (2009), "Chapter 4: Interpretation". In S. Vogenauer and J. Kleinheisterkamp (Eds.), Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC), Oxford, UK: Oxford University Press, 493-539.
  10. Yildirim, A. C. (2019), Interpretation of Contracts in Comparative and Uniform Law, Alphen ann den Rijn, Netherlands: Kluwer Law International.
  11. ICC International Court of Arbitration (2000), 「9651」, 2000.08.
  12. ICC International Court of Arbitration (2001), 「11295」, 2001.12.
  13. Indian High Court of Delhi (2006), 「CS (OS) No. 1599/1999 : Sandvik Asia Pvt. Ltd. v. Vardhman Promoters Pvt. Ltd.」, 2006.08.21.
  14. International Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation (2002a), 「11/2002」, 2002.11.05.
  15. International Arbitration Court of the Chamber of Commerce and Industry of the Russian Federation (2002b), 「217/2001」, 2002.11.06.
  16. International Arbitration Court of the Chamber of Commerce and Industry of the Russian Federation (2008), 「83/2008」, 2008.12.22.