It is true to say that both the UNIDROIT Principles
and the Convention are instruments which can be used
to assist in the interpretation of contracts if they
address the same issues. Indeed the Principles in the
preamble state that they may be used to interpret or
supplement international uniform law instruments. The
ICC Court of Arbitration in Paris took advantage of
this possibility in a case where no express choice of
law clause was included in the contract. They referred
to both article 76 CISG and article 7.4.6 of the UNIDROIT
Principles as being relevant to assist in their deliberations.
Arguably the tribunal was guided by the Official Comments
on the UNIDROIT Principles which included a direct reference
to CISG article 76:
“The purpose of this article, which corresponds
in substance to Art. 76 CISG, is to facilitate proof
of harm where no replacement transaction has been
made …”
However, it must also be remembered that the CISG is
part of municipal law, that is, courts are obliged to
use it when applicable. At best, the UNIDROIT Principles
can be used by courts to assist where the provisions
of the CISG are not clear. Furthermore, such assistance
can only be considered if CISG articles 7 or 8 have
not produced a solution. It can be argued that if there
is a gap in the CISG then the UNIDROIT Principles should
be consulted if possible to fill the gap before recourse
to domestic law is taken.
 A
set of rules and principles is placed in a fairly simple-looking
formula. The drafters of the Convention purposefully
used earthy words devoid of municipal meaning and it
must also be understood that articles within the CISG
cannot be read in isolation. CISG Articles 7 and 8 clearly
demand that all interpretation and application of any
principle contained in the Convention must be undertaken
within the four corners of the CISG. All principles
and therefore all articles are an interlocking construct
regulating the interactions of international contracting
parties with the aim to maintain business relations
as long as possible and afford compensation to parties
without unduly disadvantaging the breaching party.
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