April 2022

The commercial contract is[1] in modern times the contract concluded between professionals in their business dealings. It assumes parties habitually entering into such contracts with others who are similarly knowledgeable in their trade or similar business with the aim of making some profit doing so. Professionals in this sense are likely to be only companies or similar legal entities, not individuals, and certainly not consumers. Furthermore, their business is likely to be on some scale while the interests to be promoted or defended are considerable. Another feature is that these contracts increasingly operate in the international sphere and are embedded in a globalized environment that co-determines their structure and operation even if on the occasion the transaction is still purely domestic. Although in all situations where distinctions are made there are borderline cases and especially with respect to small and medium-sized enterprises (SMEs), there may be justified doubts, this should not distract. An older distinction…

Once the contract[1] is validly concluded, the second stage of its life begins: the parties have to perform in conformity with what they promised. Fortunately, this does not pose a problem in the great majority of cases; the parties doing what they should do will automatically lead to the extinction of their respective obligations. However, the law also needs to provide rules for those cases in which problems do arise. It can be that the parties are in disagreement about what they actually agreed upon 1- Interpretation The law shares with literature and theology the characteristic that it is an interpretative discipline: legislative statutes, governmental decisions, treaties, and written contracts may be unclear and therefore have to be interpreted. In contract law, this interpretation often takes place implicitly, even without the parties realizing it.   2- Reasonable Person All European jurisdictions adopt a compromise between attaching importance to intention and declaration. As a general principle,…