Kåre Lilleholt Comparative Private Law 2012

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 law

Contract law in Europe Varies from country to country Private international law Uniform law –CISG –EU legislation, minimum harmonisation, total harmonisation Model laws etc.: UNIDROIT Principles, PECL, DCFR

The process up to CESL The Commissions Action Plan (2003) CoPECL Network (2005) Draft Common Frame of Reference (2009) –Study Group on a European Civil Code –Acquis Group French texts on terminology and principles (2008) Feasibility Study (2011) CESL (2011)

The DCFR Black letter rules Comments Comparative notes

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 anothers affairs

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 Trusts

EU legislation on contracts Primarily on consumer contracts Most recent: Consumer Rights Directive (2011/83) –deadline 13 December 2012 –contracts concluded after 13 June 2014

CESL – a second regime Norwegian law German law French law Existing law CESL

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 services Trader and consumer or SMB (unless otherwise decided)

Recourse to other law? Autonomous interpretation Issues with the scope of CESL must be settled without recourse to national law

Content of CESL Making a binding contract Interpretation Obligations and remedies Damages and interest Restitution Prescription

Consclusion of contract Definition of contract Offer and acceptance Right to withdraw Defects in consent

Voidability due to mistake Article 48 Inaccuracy in communication

Interpretation Common intention Particular meaning known to the other party Meaning that a reasonable person would give to it Relevant matters –circumstances –practices –good faith and fair dealing