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This article seeks to take a critical look at the proposed Common European Sales Law (CESL).

The article looks at the rationales given to support the enactment of the CESL. The approach is critical in nature seeking to vet the plausibility of the rationales given for a new regulation The article also takes a critical look at the CESL's structure and trilogy of coverage – sale of goods, supply of digital content, and supply of services.

The article exposes some of the shortcomings of the CESL and the dangers to substantive private law of crafting a regulation based on political feasibility.

The CESL as proposed offers some innovative ideas in areas of the bifurcation of businesses into large and small to medium‐sized enterprises (SMEs), as well as rules covering digital content and the supply of trade‐related services. In the end, the analysis suggests a more thorough review is needed to better understand the CESL's interrelationship with the Convention on Contracts for the International Sales Law (CISG) and EU consumer protection law.

Further analysis is needed and unanswered questions need to be answered prior to the enactment of the CESL into law. A practical first step would to begin with a more targeted law focused on internet trading and licensing contracts.

This article questions the rationales given for the enactment of an ambitious new regulation covering disparate areas of sale of goods, supplying (licensing) of digital content, trade‐related services, and consumer protection. It further questions the rationality and practicality of the creation of the designation of SMEs as types of businesses in need of extra protections not currently provided by contract law's general policing doctrines.

The purpose of this paper is to better understand how commercial contracts are interpreted and the level of control that contracting parties have over the judicial interpretation of their contracts.

The paper approaches the subject of commercial contract interpretation through an analysis of four dichotomies debated in legal scholarship and found in judicial decisions. The four dichotomies are formalism versus realism, literalism versus contextualism, facilitation versus regulation, and rules versus standards.

The main finding of the paper is that both poles of each of the dichotomies play important roles in the interpretation and enforcement of commercial contracts. For example, contract interpretation characterized by a high degree of formalism looks to the four‐corners of the contract for interpretive answers. In turn, some courts make use of external factors – such as distributive justice or public policy concerns in interpreting contracts.

One of the research implications of the paper is the need for a more in‐depth analysis of how contracting parties may agree on how their contracts are to be interpreted and whether courts should be obligated to enforce party‐mandated rules of interpretation.

The practical implication of understanding the means and methods of contract interpretation is that it leads to a better understanding of commercial contracts in transborder transactions.

The value of this research lies upon the fundamental premise that the same philosophies and theories of interpretation found in most legal systems are replicated in the area of international commercial contracting.

The purpose of this paper is to present a critical analysis of the concept of “change of circumstances” as a justification for judicial revision of contracts.

The study analyses international legal texts on the subject in the light of a decision of the Inner House of the Court of Session in Scotland, Lloyds TSB Foundation for Scotland v. Lloyds Banking Group plc [2011] CSIH 87 (currently subject to appeal to the UK Supreme Court).

Whatever the merits of a change of circumstances doctrine, the Lloyds case does not provide a good example for its application.

The scope of a change of circumstances doctrine should be tested by further comparative study.

This is the first consideration of the Lloyds case in an international and comparative context.

The purpose of this article is to investigate the role that the principle of pacta sunt servanda plays in consumer contracts under the Common European Sales Law (CESL).

The new proposal for the CESL resembles quite closely other global and European instruments and collections of rules on contracts, such as the CISG, PECL, and DCFR. At a closer look, the concept of contract, and in particular the consumer contract, differences between the CESL and its predecessors becomes readily apparent. This article will point out these differences and thereby analyse the role of the pacta sunt servanda principle in consumer contracts.

The question must be answered whether the consumer protection provisions that weaken the bindingness of contracts will discourage traders from opting into CESL? The Article also shows the inconsistencies in the CESL in business‐to‐business (B2B) contracts in the areas relating to mistake and lack of conformity.

The article poses a question which is of such relevance that it should be more comprehensively discussed by European legislators before the CESL is adopted as an EU regulation.

The purpose of this article is to compare the methods of interpretation and gap filling in the United Nations Sales Convention (CISG) and in the Draft Common European Sales Law (CESL). In particular, it aims to examine whether the established interpretation and gap filling method of the CISG can and should be used for the CESL.

The article looks at the method by which international case law and doctrine interpret the CISG and fill its gaps. The article compares this method with the method that is provided for in the CESL instrument but has to be implemented.

It is suggested that despite its nature as European community law, CESL should be interpreted in a broad international way since it does not only cover internal EU sales, but also transactions involving parties from outside the EU. For this reason its interpretation and gap filling should follow the method of the CISG so as to interpret similar provisions in a similar way in order to harmonize law within and outside the EU.

Both the CISG and CESL intend to unify legal traditions or different legal systems; the CISG tries to harmonize globally what CESL tries to harmonize regionally. It is important that these two instruments complement one another by the avoidance of divergent interpretations of similar provisions. It would helpful for further research to assess whether and how two decades of experience with the CISG can be used in the interpretation and application of CESL.

CESL's interpretation provision, if it is enacted, is unlikely to change from the current version. The way CESL is interpreted and how its gaps filled will determine its practical significance as a viable opt‐in national law. It is therefore necessary to develop in advance the right interpretive methodology if CESL is to become a meaningful alternative instrument.

The article suggests that the CESL should not be interpreted in the traditional way European community law is interpreted, but, instead, be interpreted under a broad international perspective. It also advances the idea of interconventional interpretation by which the CISG would guide the interpretation of similar provisions found in CESL.

This article aims to take a critical look at the proposed Common European Sales Law (CESL) and its field of application.

The article provides a comparative analysis of the scope of application of CESL with that of the Convention on Contracts for the International Sales of Goods (CISG). The approach is critical in nature in that it questions the regulation of business‐to‐business (B2B) transactions under CESL. It also takes a critical look at the CESL and its coverage of three areas of contracting – sale of goods, supply of digital content, and supply of services.

The article exposes some of the shortcomings of the CESL in relation to its field of application.

The CESL as proposed offers an optional regulation that complicates the law of transborder sales within the European Union (EU) and between EU member states and non‐EU states. The article recommends that CESL not extend its coverage to B2B transactions and leave transborder commercial transactions to the CISG. The article also suggests other changes to improve the CESL.

Further analysis is needed and more defined rules should be considered before CESL is enacted into law.

This article questions the wide scope of application of CESL. It further questions the rationality and practicality of the CESL's coverage of B2B transactions.

This paper aims to explore the way in which informational asymmetries between the two parties to a contract for the sale of goods are dealt with under two legal regimes designed for transnational sales contracts: the UN Convention on the International Sale of Goods (CISG) and the proposed Common European Sales Law (CESL).

Having considered the different types of informational asymmetry that can exist in a contract of sale, the paper undertakes a doctrinal legal analysis of the relevant provisions first in the CESL and then the CISG to identify what, if anything, has been done to deal with informational asymmetries. The paper primarily exposes and analyses these rules and compares the approaches taken under both legal regimes.

The CESL has a more detailed set of rules which address informational asymmetries. This might be because the genesis and context of the CESL (being limited to the EU) might make it easier to agree on more extensive rules. However, the CESL has not yet been adopted.

A seller in a contract of sale governed by CESL will be subject to more detailed (and onerous) requirements when it comes to the disclosure of information.

This is a first attempt to compare the treatment of informational asymmetries under the CISG and CESL, and will be of interest to scholars of both transnational and EU private law.