Michael Joachim Bonell, An International Restatement of Contract Law

The 1994 UNIDROIT Principles of International Commercial Contracts are an outstanding success. Attorneys reportedly use the Principles as a guide in their contract negotiations and some even choose the Principles as the "applicable law." A growing number of arbitral awards refer to the Principles, while an impressive list of countries are taking the Principles into account as these countries revise their law of contracts. References in law school courses to the Principles have also proliferated as have the number of scholarly studies analyzing the text.

This success is all the more remarkable because, unlike texts like the U.N. Sales Convention, the Principles were not prepared by official "government" representatives and have not been embodied in a formal international text. Published in a form familiar to readers who know the American Law Institute's restatements of the law, the UNIDROIT Principles rely for their authority on the reasonableness of their solutions to the problems of international commerce and contract practice.

It is hard to think of a better person to introduce the UNIDROIT Principles than Joachim Bonell, the chairman of the Institute's working group and one of the principal draftsmen. Professor Bonell is the holder of a chair of comparative law at Rome I ("La Sapienza") and a legal consultant to UNIDROIT. He has extensive experience with issues of international commerce. His first edition of An International Restatement of Contract Law was well received as a readable and informative introduction to the Principles.

The second edition of Professor Bonell's Restatement amplifies and enriches his earlier text. He adds three chapters to the existing six. Two of these new chapters compare the Principles to the U.N. Sales Convention and to a similar European restatement of contract law. The third new chapter reports on the first practical experiences with the Principles. He has rewritten existing chapters to take into account these experiences and the growing number of commentaries on one or more aspects of the Principles. In addition, he includes several additional language translations and a greatly expanded bibliography.

There will no doubt be a third edition. As Professor Bonell reports in his concluding chapter, the Governing Council of UNIDROIT has convened a working group to extend the Principles, inter alia, to agency, limitation periods, assignment, and contracts for the benefit of third parties. In addition, the reader of the present edition will look forward to Professor Bonell's analysis of the more detailed rules, such as those on formation or remedies upon non-performance.

That there will be a third edition should not deter the potential purchaser of the second edition. Professor Bonell has made a strong case for the importance of the Principles in practice. While this reviewer is somewhat more cautious in his enthusiasm for the Principles as a source of inspiration for new domestic legislation and skeptical about whether they should be used to interpret existing international conventions, the reviewer is as enthusiastic about their potential use in international commercial arbitration not to mention their significant value as a source for legal education of the transnational lawyer.