An EU Law for Cross-Border Sales Only – Its Meaning and Implications in Open Markets

In October 2011 the European Commission published a Proposal for a Regulation on a Common European Sales Law (CESL). The Commission considers its Proposal to provide for “a comprehensive set of uniform contract law rules covering the whole life-cycle of a contract”. CESL is an offspring of the work of European scholars initiated in the 1980s which led to the adoption of the Principles of European Contract Law (PECL). As laid down in the introduction to PECL, “one objective of the Principles … is to serve as a basis for any future European code of contracts”. Within its scope, the Commission Proposal is indeed the first step in that direction. The scope of CESL is, however, narrowed down by numerous restrictions - some in view of the parties concerned, others in view of the object of the contract.The present paper is meant to primarily dwell upon a third set of limitations concerning the territorial scope: The Common European Sales Law may only be used for cross-border contracts; Member States may however allow its use also for domestic transactions. This restriction to cross-border contracts recalls the intense efforts which were made at the universal level over the course of several decades to define the scope of the uniform sales conventions. Also to be discussed is the meaning of cross-border sales contracts as compared with domestic contracts under conditions of an international division of labour. A further point of concern relates to transactions involving third countries.This contribution is published in this Research Paper Series as a part of the Liber Amicorum Ole Lando with the generous and exceptional permission of the rights owner, Djøf Forlag