Unilateral Modification of Long Term Contracts: American Change of Terms Clauses and Italian Ius Variandi from a ‘Relational’ Point of View

Abstract

Abstract This article analyses the compromise required between certainty and flexibility in long-term contracts, which would appear to be intrinsically linked to the adoption of adjustment tools. The allocation of rights and risks at the beginning of a contract may include the enforceability of clauses which empowers one party to unilaterally amend the original terms of the contract. On the one hand, a right granted by a change of terms clause, if properly exercised, may allow both parties to obtain the most from a long-term contract. On the other, it is essential to provide limitations so as to avoid the result that this contractual dexterity gives an unfair advantage to one party to the detriment of the weaker party.