UNIDROIT (formally, the International Institute for the Unification of Private Law) is an intergovernmental organisation situated in Rome and whose objective is to harmonise international private law across countries through uniform rules, international conventions, and the production of model laws, sets of principles, guides and guidelines. Established in 1926 as part of the League of Nations, it was reestablished in 1940 following the League’s dissolution through a multilateral agreement, the UNIDROIT Statute. As of 2020, UNIDROIT has sixty-three Member States.
UNIDROIT has prepared multiple conventions (treaties), but has also developed soft law instruments. An example are the UNIDROIT Principles of International Commercial Contracts. Distinctly different from the Convention on the International Sale of Goods (CISG) adopted by UNCITRAL, the UNIDROIT Principles do not apply as a matter of law, but only when chosen by the parties as their contractual regime.
UNIDROIT has a mainly tripartite structure composed of the Secretariat, the Board of Directors and the General Assembly. The Secretariat is the executive body of UNIDROIT which is responsible for the implementation of its Work Program. It is placed under the direction of the Secretary General who is appointed by the Management Board on the proposal of the President of the Institute. The Secretary General is assisted by a team of international civil servants and employees. The Governing Council determines the means of achieving the statutory objectives of the Institute and supervises the work of the Secretariat for the implementation of the Work Program which it establishes.
The Board of Directors is made up of an ex officio member, the President of the Institute, and twenty-five elected members, mainly eminent magistrates, lawyers and university professors as well as national officials. The Governing Council is chaired by the President of the Institute who is an ex officio member of the Council. The General Assembly is the supreme decision-making body of UNIDROIT; it votes the annual budget of the Institute, approves its Work Program every three years and appoints the members of the Board of Directors for a five-year term. It is composed of a representative of the Government of each member state. The Presidency of the General Assembly is held, in rotation and for one year, by the Ambassador of a Member State of the Organization.
Since its creation, UNIDROIT has developed nearly seventy studies and projects. Many of these works have resulted in international instruments, including international conventions, model laws, Principles and Contractual Guides. The conventions were adopted at diplomatic conferences convened by Member States of UNIDROIT. The work of UNIDROIT is also the source of a number of international instruments which have been adopted under the auspices of other organizations. Among these, several are already in force.
The object of UNIDROIT as defined in its Organic Statute is the development of modern uniform rules and, where appropriate, harmonised, of private law lato sensu. However, given the difficulty of drawing precise limits and given the overlapping of transactional and regulatory aspects, forays into public law are occasionally necessary. The rules drawn up by UNIDROIT also belong to substantive private law; they contain conflict of laws rules only incidentally. UNIDROIT’s independent status among intergovernmental organizations has enabled it to adopt an approach which has made it a forum particularly suited to dealing with the more technical than political aspects of legal harmonisation or unification.
Technological and commercial innovations which tend to be transnational by their very nature call for new solutions, which must be harmonised and widely acceptable. As a general rule, the choice of a subject with a view to harmonisation or unification depends to a large extent on the willingness of States to consider modifying their internal law by favouring, for a given subject, a new solution adopted internationally. This fact should therefore be taken into account, in addition to the legal and other arguments which militate in favour of the harmonisation of a specific subject. These considerations also come into play when defining the scope of the rules, depending on whether they are intended to govern only cross-border situations or operations or whether they must also extend to purely internal situations or operations. Although commercial law matters relate to most international harmonisation initiatives, UNIDROIT’s broad mandate allows it to also deal with non-commercial matters.
Due to the intergovernmental nature of the organisation, the rules drawn up by UNIDROIT traditionally take the form of international conventions, the application of which prevails over that of Internal Law as soon as their conditions of application are met under the law of the State concerned. However, there is an increasing use of other forms of unification in areas where a binding instrument is not considered essential. These include model laws that States can take into account when preparing national regulations in the subject matter, or general principles intended directly for judges, arbitrators and contracting parties, which remain in any event free to use. When the development of uniform rules seems premature, recourse may be had to the form of a legal guide, particularly with regard to new commercial techniques, or new contractual schemes or even for the organisation of markets, both at national and national level. As a general rule, “binding” solutions (namely the Conventions) are necessary when the regulations envisaged go beyond the bipartite relations at the source of ordinary contract law and when the rights of third parties or interest are at stake, as is the case with property law. The choice of subjects for the UNIDROIT Work Program, the degrees of priority and the working methods, as well as the broad lines of the activities follow the criteria and the strategic objectives of the Institute, in accordance with its Strategic Plan.
The official languages of UNIDROIT are English, French, German, Italian and Spanish; its working languages are English and French. UNIDROIT has been designated as the Depositary to its most recent instruments: the 2001 Cape Town Convention, the 2001 Aircraft Protocol, the 2007 Luxembourg Rail Protocol, the 2012 Space Protocol, as well as the 2009 UNIDROIT Convention on Substantive Rules for Intermediated Securities. UNIDROIT’s responsibilities as Depositary under those instruments are specified in each instrument, and include the operation of a system for the receipt and notification of all instruments of ratification, declarations and other documents lodged with the Depositary. UNIDROIT provides information for the assistance of States that are contemplating becoming Contracting States to them.