The Continued Resonance and Challenge of the “Ius Commune” in Modern European Contract Law

Author:

Doris Martin J.

Abstract

The need for a more consistent and coherent European contract law is a current priority of the EC institutions. Despite decades of pointillistic legal harmonization, cross border transactions within the Internal market of the European Union continue to take place in the shadow of divergent procedural and substantive law rules, differing legal cultures and significant linguistic diversities. Whilst national contract law systems function more or less efficiently internally, it is their partial non-compatibility with other Member States’ private laws that provokes isolated distortions on the market. As a consequence, the European Commission has presented its ‘Common Frame of Reference’ research strategy aimed at fostering common contract law principles, model rules and uniform legal terminology, which, it is believed, will better facilitate commercial actors. The European Parliament has moved a step further by lending institutional credibility to the case for a European civil code. However, this clamour for codification of private laws – an idea premised on two formalisms, legal and economic – has in many respects overlooked the mechanics of modern commercial contracting in particular, the importance of contract drafting and the complex negotiations that lead to deals both domestically and cross border. This paper therefore provides an alternative assessment of the development of a Europeanius commune,or ‘common law’ of contract, and considers the urgency of improved means of legal information exchange in order to better facilitate the ongoing harmonization effort.

Publisher

Cambridge University Press (CUP)

Reference92 articles.

1. See www.baili.org. Whilst by no means perfect, the BAILI website compiles updated legislation, caselaw and legal commentary from Britain, Ireland and the Commonwealth and provides access to a range of other ‘World resources'.

2. As Gilmore notes, classical contract was ‘an ivory tower of abstraction’ whose ‘natural habitat was the law schools, not the law courts', Gilmore, G., The Death of Contract, p. 18., Ohio State University Press, 1974.

3. Gordley, J., op cit., p. 160–1, who suggests that having failed to retain these earlier concepts they were unable to make their ‘will theory’ work.

4. As Cornish and Clark note, the common law courts renounced their ‘earlier willingness to rectify elements of unfairness in bargains and instead insisted upon enforcing whatever terms had been agreed'. The common law support for a severely individualistic conception of freedom of contract contrasted with the courts of equity, which constituted ‘a protective jurisdiction of conscience', ibid, at p.203. Evidently, as Horwitz notes, the role of the courts of equity had greatly diminished.

5. In the nineteenth century, freedom of contract was regarded by many philosophers, economists and judges as an end in itself, finding its philosophical justification in the ‘will theory’ of contract and its economic justification in laissez-faire liberalism. Chitty on Contracts, pp.5 et seq., 27th ed., Vol. I, General Principles, London, 1994. Caselaw in modern times reveals judicial recognition that the operation of an absolutist analysis of freedom of contract cannot be justified and that the doctrine has been reduced to a ‘general principle', see for example Suisse Atlantique Société d'Armement Maritime SA v NV Rotter dams che Kolen Centrale [1967] 1 AC 361, 399 and Photo Production Limited v Securicor Transport [1980] AC 827, 848.

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