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Principles
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Materials
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Archive
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The Lex Mercatoria (Old and New) and the TransLex-Principles

Translex-Principles

The TransLex-Principles are a systematic online-collection of principles and rules of transnational commercial law. They are being used by counsel and arbitrators in international arbitrations as well as contract drafters, academics and participants of moot court competitions in international arbitration across the globe. Read more about the ancient and New Lex Mercatoria.
Chapter I: General provisions
Section 1: Good faith, forfeiture, abuse of rights and interpretation of the Principles
I.1.1 - Good faith and fair dealing in international trade
I.1.2 - Prohibition of inconsistent behavior
I.1.3 - Forfeiture of rights
I.1.4 - Abuse of rights
I.1.5 - No advantage in case of own unlawful acts
I.1.6 - No damage claim in case of consent
I.1.7 - Interpretation and supplementation of the Principles
Section 2: Reasonableness; trade usages; professional competence
I.2.1 - Standard of reasonableness
I.2.2 - Trade usages
I.2.3 - Presumption of professional competence and equality of parties
Section 3: Transfer of rights; lex specialis
I.3.1 - Limitation of transfer of rights
I.3.2 - Lex specialis-principle
Chapter II: Agency
II.1 - Prerequisites and effects of agency
II.2 - Agent acting on behalf of group of companies
II.3 - Agent acting without or outside his authority
II.4 - Agency by estoppel / apparent authority
II.5 - Attribution of knowledge to principal
II.6 - Performance by agent
II.7 - General agent
Chapter III: Set-off; assignment
III.1 - Set-off
III.2 - Assignment of claim
III.3 - Transfer of contract
Chapter IV: Contract
Section 1: General principles
IV.1.1 - Freedom of contract
IV.1.2 - Sanctity of contracts
IV.1.3 - Exclusion or modification by the parties
Section 2: Conclusion of contract
IV.2.1 - Contractual consent
IV.2.2 - Silence by offeree
IV.2.3 - No repudiation of contractual consent by state party
IV.2.4 - Lapse of an offer
IV.2.5 - Holidays and non-business days
IV.2.6 - Modified Acceptance
IV.2.7 - Writings in confirmation
Section 3: Contracting under standard terms
IV.3.1 - Scope of application; definition
IV.3.3 - No surprising standard terms
IV.3.4 - Conflicting terms; battle of forms
IV.3.5 - Unfair standard terms
Section 4: Form requirements; language
IV.4.1 - Freedom of form
IV.4.2 - Language
Section 5: Interpretation
IV.5.1 - Intentions of the parties
IV.5.2 - Context-oriented interpretation
IV.5.3 - Interpretation in favor of effectiveness of contract
IV.5.4 - Interpretation against the party that supplied the term
IV.5.5 - Falsa demonstratio rule
IV.5.6 - Rights and duties of the parties under "FOB" and "CIF"
IV.5.7 - Merger clauses
IV.5.8 - Supplying an ommitted term
IV.5.9 - Linguistic Discrepancies
Section 6: Contractual obligations
IV.6.1 - Express and implied obligations
IV.6.2 - Subsequent fixing of contract price
IV.6.3 - Fixing of price by one of the parties
IV.6.4 - No contract to detriment of third party
IV.6.5 - Best efforts undertakings
IV.6.6 - Time is of the essence
IV.6.7 - Duty to renegotiate
IV.6.8 - (Re-) Negotiation agreement / clause (pactum de negotiando)
IV.6.9 - Duty to notify / to cooperate
IV.6.10 - Conditions
IV.6.11 - Plurality of debtors
IV.6.12 - Plurality of creditors
IV.6.13 - Duty of confidentiality
IV.6.14 - Third party rights
Section 7: Invalidity of contract
IV.7.1 - Invalidity of contract that violates good morals ("boni mores")
IV.7.2 - Invalidity of contract due to bribery
IV.7.3 - Right to avoid the contract for mistake in fact or law
IV.7.4 - Right to avoid the contract for fraudulent misrepresentation
IV.7.5 - Severability of contract provisions
Section 8: Precontractual liability
IV.8.1 - Principle of pre-contractual liability
Chapter V: Performance
Section 1: General Principles
V.1.1 - Place of performance
V.1.2 - Time of performance
V.1.3 - Early performance
V.1.4 - Principle of simultaneous performance; right to withhold performance
V.1.5 - Costs of performance
Section 2: Payment of money debts
V.2.1 - Payment in currency of place of payment
V.2.2 - Conversion of money debts
V.2.3 - Nominal-value principle
V.2.4 - Distribution of currency transfer risk
V.2.5 - Payment of contract price through documentary credit
V.2.6 - Imputation of payments
Chapter VI: Non-Performance
VI.1 - Termination of contract in case of fundamental non-performance
VI.2 - Deadline for notice of defects
VI.3 - Force majeure
VI.4 - Promise to pay in case of non-performance
VI.5 - Anticipatory breach
Chapter VII: Damages
VII.1 - Damages in case of non-performance
VII.2 - Principle of foreseeability of loss
VII.3.1 - Limits to claims for damages
VII.3.2 - Calculation of damages
VII.3.3 - Currency in which to assess damages
VII.3.4 - Manner of payment of damages
VII.3.5 - Future damages/Lost profits
VII.4 - Duty to mitigate
VII.5 - Liability for damages for legal opinions
VII.6 - Duty to pay interest
VII.7 - Right to charge compound interest
Chapter VIII: Hardship
VIII.1 - Hardship: Requirements
VIII.2 - Hardship: Legal consequences
Chapter IX: Unjust enrichment / restitution
IX.1 - Basic rule
IX.2 - Circumstances in which an enrichment is unjustified
IX.3 - Enrichment
IX.4 - Disadvantage
IX.5 - Disenrichment
IX.6 - No restitution in case of knowledge of illegality of performance
IX.7 - Relation to other remedies
Chapter X: Corporations
X.1 - Foreign corporate entities
X.2 - Piercing the corporate veil
X.3 - Liability of corporate founders
Chapter XI: Expropriation
XI.1 - Compensation for expropriation
Chapter XII: Proof, means of evidence
XII.1 - Distribution of burden of proof
XII.2 - Proof of written contract
XII.3 - Circumstantial evidence
XII.4 - Prima facie evidence
XII.5 - Settlement privilege
XII.6 - Attorney-client privilege
XII.7 - Most favorable privilege rule
Chapter XIII: International arbitration
Section 1: Arbitration agreement
XIII.1.1 - Arbitration agreement
XIII.1.2 - Interpretation of arbitration agreements
XIII.1.2 - Arbitration agreement and substantive claim before court
XIII.1.3 - Arbitration agreement and interim measures by court
Section 2: Arbitral tribunal
XIII.2.1 - Number of arbitrators
XIII.2.2 - Arbitrator's duty to disclose
XIII.2.3 - Grounds for challenge of an arbitrator
XIII.2.4 - Principle of separability of the arbitration clause
XIII.2.5 - Power of arbitral tribunal to order interim measures
XIII.2.6 - Decision making by panel of arbitrators
XIII.2.7 - Immunity of arbitrator
Section 3: Arbitral procedure
XIII.3.1 - Arbitral due process
XIII.3.2 - Determination of rules of procedure
XIII.3.3 - Seat of arbitration
XIII.3.4 - Language of the arbitration
XIII.3.5 - Early legal guidance by the tribunal
XIII.3.6 - Hearings and written proceedings
XIII.3.7 - No suspension in case of bankruptcy of a party
XIII.3.8 - Default of a party
XIII.3.9 - Waiver of right to object
Section 4: Award; termination of proceedings
XIII.4.1 - Rules applicable to merits; decision ex aequo et bono
XIII.4.2 - Form and contents of award
XIII.4.3 - Settlement
XIII.4.4 - Termination of proceedings
XIII.4.5 - Conclusive and preclusive effects of awards; res judicata
Section 5: Confidentiality
XIII.5.1 - Confidentiality
Chapter XIV: Private international law
XIV.1 - Law applicable to international arbitration agreements
XIV.2 - Law applicable to international contracts
XIV.3 - Rule of validation/Lex validitatis
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