The impact of the unidroit principles of international commercial contracts on Chinese contract law: Past, present and future

INTRODUCTION In drafting private law statutes, legislators often take into consideration laws of other legal systems, international conventions and soft law. This contribution evaluates the impact of the ‘UNIDROIT Principles of International Commercial Contracts’ (PICC or ‘UNIDROIT Principles’) on the ‘Contract Law of the People’s Republic of China’ (CCL), enacted in 1999 with the goal of modernising the Chinese law of contract. This chapter will answer three research questions: (1) To what extent did the PICC influence the drafting of the CCL? (2) Can the PICC be used as a supplement to or an interpretative tool for the CCL? (3) What role can the PICC play in the drafting of the new Chinese civil code? THE PICC IN A NUTSHELL The PICC was written under the auspices of the International Institute for Unification of Private Law (UNIDROIT) in Rome. The purpose of the initiative was to respond to increasing calls for a non-legislative instrument that would act as an international restatement of general principles of contract law. As a result, the PICC is a collection of general principles of international commercial contract law in the form of a ‘codification’. The articles read like ordinary legislative provisions in a national contract code or international convention, such as the United Nations Convention on Contracts for the International Sale of Goods (CISG). The majority of the PICC provisions reflect concepts found in most legal systems, adopting a ‘common core’ approach. Yet, in order to cater for the needs of international commercial contracting, some of the principles in the PICC embody solutions suited to international commerce that are best reflected by the ‘better rule’ approach of comparative law study. The first edition of the PICC was published in 1994 (120 articles); the second and third editions were published in 2004 (185 articles) and 2010 (211 articles), respectively. The fourth edition has recently been published as the '2016 UNIDROIT Principles of International Commercial Contracts’, after the Governing Council adopted the amendments and additions to the 2010 edition in May 2016. ‘The main objective of the fourth edition … is to take better into account the special needs of long-term contracts. To do so, the content of the 2010 edition has been altered only marginally.’.