International Contracts


Contracts are essential to international trade and commerce. But when contracting parties are from different jurisdictions, a question that invariably arises is “which law should govern the contract”? Should it be the domestic (national) law of one of parties? If so, which party? Such questions have vexed the legal community for centuries and created uncertainty for the business community. Over time, most states have come to accept the principle of party autonomy – let the parties decide for themselves (subject to overriding public policy). But the Americas have lagged behind, despite an early effort in the Mexico Convention.

In 2019, the Inter-American Juridical Committee (CJI) approved the Guide on the Law Applicable to International Commercial Contracts in the Americas. Among its purposes is to assist legislators called to examine the domestic legal system governing the law applicable to international commercial contracts, tribunals that settle disputes relating to such contracts, as well as contracting parties themselves. While the Guide is based upon the fundamental principles of the 1994 Inter-American Convention on the Law Applicable to International Contracts (“Mexico Convention”), it also incorporates subsequent developments in the field since its adoption, in particular, the 2015 Hague Principles on Choice of Law in International Commercial Contracts.

The CJI undertook the elaboration of this Guide, given ongoing disparities among the relevant domestic laws within the region, in order to promote legal harmonization and thereby stimulate economic integration, growth and development in the hemisphere.