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Inter-American
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Organization of American States

 

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  Inter-American convention on the law applicable to international contracts
  » Summary

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CIDIP: This Convention was adopted at the Fifth Inter-American Specialized Conference on Private International Law (CIDIP-V), held in Mexico City, Mexico - March 1994.  

Ratifications: To date, the following countries have ratified this Convention: [click here] 

Objective: This Convention provides a framework for establishing the law applicable to international contracts.  

Summary: This Convention establishes applicable law concerning International Contracts, unless the parties expressly exclude its application.  This Convention will also govern new modalities of international contracts used as a consequence of the development of international trade, with any necessary adaptations.  Interpretation of the Convention must consider its international nature and the need to promote uniformity in its application.  Likewise, the Convention establishes the cases in which it does not apply.  

As a general rule, the parties to a contract decide the law applicable thereto.  However, if the parties did not select the applicable law, or if their selection proves ineffective, the Convention establishes that the law of the State with which the contract has the closest ties shall govern. The Convention will also apply commercial law guidelines, customs and principles as well as generally accepted commercial usage and practices in order to comply with justice and equity in any particular case.  In addition, the Convention establishes that the law of a particular forum shall apply when the law of such forum is mandatory in nature.

In addition, this Convention regulates the existence and the validity of an international contract. Regarding questions of form, a contract is valid if it complies with the law governing said contract pursuant to this Convention, or with the law of the State in which the contract is valid, or with the law of the place in which the contract is performed.  If the parties are in different States at the time of creation, the contract shall be valid if it meets the requirements of the law governing it as to substance, or those of the law of one of the States in which it is created or with the law of the place where the contract is performed.  

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