Overview of the book

This book addresses the question of whether the drafting style of international contracts may actually achieve rendering the contract self-sufficient. The drafting style, including the recurrence of boilerplate clauses in all types of contracts and irrespective of the governing law, seems to aim at detaching the contract from any elements external to the contract itself, including the applicable law. This drafting style is originally based on the common law approach to contracts, but is now adopted in most international contracts even when they are not subject to a law belonging to the common law family. The analysis follows three different stages, each dealt with in a different part of the book.

Part 1 of this book contains contributions by attorneys practising in international business, who explain the circumstances that lead to writing commercial contracts in a way that disregards the structure and tradition of the applicable law. This may be explained first of all in light of the fact that commercial contracts are often the result of an extensive process of negotiations. In Chapter 1, David Echenberg describes how the dynamics of negotiations contribute to the development of contracts that are not tailored to any specific state law. Lawyers drafting contracts for multinational companies will often be subject to the company's internal policy that tends to be standardised in order to facilitate internal risk assessment and knowledge management.