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PURPOSE: to
convert the Rome Convention on the law applicable to contractual obligations
into a Community Regulation and to modernise certain of its rules. LEGISLATIVE
ACT: Regulation (EC) No 593/2008 of the European Parliament and of the
Council on the law applicable to contractual obligations (Rome I). CONTENT: the Council
adopted a Regulation aimed at harmonising conflict-of-law rules concerning
contractual obligations, accepting all the amendments passed by the European
Parliament at first reading. The new Regulation will replace the 1980 Rome
Convention on the law applicable to contractual obligations, while
modernising some of its rules. The Regulation
will apply, in situations involving a conflict of laws, to contractual
obligations in civil and commercial matters, with a list of specified
exceptions. Any law specified by the Regulation shall be applied whether or
not it is the law of a Member State. Uniform
rules: in the context of the European judicial
area, it is important to improve certainty as to the law applicable, the
predictability of the outcome of litigation and the free movement of
judgments. The new Regulation will ensure that, even though the substantive
law of the Member States is different, all courts of the Member States will
apply the same law – be it their own or that of another EU country – to the
contract in question. Scope of
the application: this Regulation shall apply, in
situations involving a conflict of laws, to contractual obligations in civil
and commercial matters. It shall not
apply, in particular, to revenue, customs or administrative matters. The following
shall be excluded from the scope of this Regulation: - questions
involving the status or legal capacity of natural persons;
- obligations
arising out of family relationships and relationships deemed by the law
applicable to such relationships to have comparable effects, including
maintenance obligations;
- obligations
arising out of matrimonial property regimes, property regimes of
relationships deemed by the law applicable to such relationships to have
comparable effects to marriage, and wills and succession;
- obligations
arising under bills of exchange, cheques and promissory notes and other
negotiable instruments to the extent that the obligations under such
other negotiable instruments arise out of their negotiable character;
- arbitration
agreements and agreements on the choice of court;
- questions
governed by the law of companies and other bodies, corporate or
unincorporated, such as the creation, by registration or otherwise,
legal capacity, internal organisation or winding-up of companies and
other bodies, corporate or unincorporated, and the personal liability of
officers and members as such for the obligations of the company or body;
- the question
whether an agent is able to bind a principal, or an organ to bind a
company or other body corporate or unincorporated, in relation to a
third party;
- the
constitution of trusts and the relationship between settlors, trustees
and beneficiaries;
- obligations
arising out of dealings prior to the conclusion of a contract;
- insurance
contracts arising out of operations carried out by organisations other
than undertakings referred to in Article 2 of Directive 2002/83/EC of
the European Parliament and of the Council of 5 November 2002 concerning
life assurance the object of which is to provide benefits for employed
or self-employed persons belonging to an undertaking or group of
undertakings, or to a trade or group of trades, in the event of death or
survival or of discontinuance or curtailment of activity, or of sickness
related to work or accidents at work.
Freedom of
choice: the Regulation is based on the principle
of party autonomy, i.e. in most cases the parties are free to choose the law
that will govern their contract. However, in the absence of choice, the
Regulation sets out clear and predictable rules to determine the law
applicable to a contract. Apart from the general regime, it also contains
specific conflict-of-law rules for particular cases such as consumer
contracts, contracts of carriage and individual employment contracts. Review
clause: by 17 June 2013, the Commission will
submit a report on the application of the Regulation. The report shall
include: (a) a study on
the law applicable to insurance contracts and an assessment of the impact of
the provisions to be introduced, if any; and (b) an
evaluation on the application of Article 6, (Consumer contracts)in particular
as regards the coherence of Community law in the field of consumer
protection. By 17 June
2010, the Commission shall submit a report on the question of the
effectiveness of an assignment or subrogation of a claim against third
parties and the priority of the assigned or subrogated claim over a right of
another person. The report shall be accompanied, if appropriate, by a
proposal to amend this Regulation and an assessment of the impact of the
provisions to be introduced. The Regulation
shall apply to contracts concluded after 17 December 2009. Application:
ENTRY INTO FORCE: 24/07/2008. APPLICATION:
from 17 December 2009 except for Article 26 (List of Conventions) which shall
apply from 17 June 2009.
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