The High Contracting Parties to the Treaty establishing the
European Economic Community,
Anxious to continue in the field of private international law the
of unification of law which has already been done within the
Community, in particular in the field of jurisdiction and
enforcement of judgments,
Wishing to establish uniform rules concerning the law applicable to
Have agreed as follows:
Title I - Scope of the Convention
Article 1 - Scope of the Convention
1. The rules of this Convention shall apply to contractual
obligations in any situation involving a choice between the laws of
2. They shall not apply to:
(a) questions involving the status or legal capacity of natural
persons, without prejudice to Article 11;
(b) contractual obligations relating to:
- wills and succession,
- rights in property arising out of a matrimonial relationship,
- rights and duties arising out of a family relationship, parentage,
marriage or affinity, including maintenance obligations in respect
of children who are not legitimate;
(c) 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;
(d) arbitration agreements and agreements on the choice of court;
(e) questions governed by the law of companies and other bodies
corporate or unincorporate such as the creation, by registration or
otherwise, legal capacity, internal organisation or winding up of
companies and other bodies corporate or unincorporate and the
personal liability of officers and members as such for the
obligations of the company or body;
(f) the question whether an agent is able to bind a principal, or
an organ to bind a company or body corporate or unincorporate, to a
(g) the constitution of trusts and the relationship between
settlors, trustees and beneficiaries;
(h) evidence and procedure, without prejudice to Article 14.
3. The rules of this Convention do not apply to contracts of
insurance which cover risks situated in the territories of the
Member States of the European Economic Community. In order to
determine whether a risk is situated in these territories the court
shall apply its internal law.
4. The preceding paragraph does not apply to contracts of
Article 2 - Application of law of non-contracting States
Any law specified by this Convention shall be applied whether or
not it is the law of a Contracting State.
Title II - Uniform Rules
Article 3 - Freedom of choice
1. A contract shall be governed by the law chosen by the parties.
The choice must be expressed or demonstrated with reasonable
certainty by the terms of the contract or the circumstances of the
case. By their choice the parties can select the law applicable to
the whole or a part only of the contract.
2. The parties may at any time agree to subject the contract to a
law other than that which previously governed it, whether as a
result of an earlier choice under this Article or of other
provisions of this Convention. Any variation by the parties of the
law to be applied made
after the conclusion of the contract shall not prejudice its formal
validity under Article 9 or adversely affect the rights of third
3. The fact that the parties have chosen a foreign law, whether or
not accompanied by the choice of a foreign tribunal, shall not,
where all the other elements relevant to the situation at the time
of the choice are connected with one country only, prejudice the
application of rules of the law of that country which cannot be
derogated from by contract, hereinafter called "mandatory
4. The existence and validity of the consent of the parties as to
the choice of the applicable law shall be determined in accordance
with the provisions of Articles 8, 9 and 11.
Article 4 - Applicable law in the absence of choice
1. To the extent that the law applicable to the contract has not
been chosen in accordance with article 3, the contract shall be
governed by the law of the country with which it is most closely
connected. Nevertheless, a severable part of the contract which has
a closer connection with another country may by way of exception be
governed by the law of that other country.
2. Subject to the provisions of paragraph 5 of this Article, it
shall be presumed that the contract is most closely connected with
the country where the party who is to effect the performance which
is characteristic of the contract has, at the time of conclusion of
the contract, his habitual residence, or, in the case of a body
corporate or unincorporate, its central administration. However, if
the contract is entered into in the course of that party's trade or
profession, that country shall be the country in which the
principal place of business is situated or, where under the terms
of the contract the performance is to be effected through a place
of business other than the principal place of business, the country
in which that other place of business is situated.
3. Notwithstanding the provisions of paragraph 2 of this Article,
to the extent that the subject matter of the contract is a right in
immovable property or a right to use immovable property it shall be
presumed that the contract is most closely connected with the
country where the immovable property is situated.
4. A contract for the carriage of goods shall not be subject to the
presumption in paragraph 2. In such a contract if the country in
which, at the time the contract is concluded, the carrier has his
principal place of business is also the country in which the place
of loading or the place of discharge or the principal place of
business of the consignor is situated, it shall be presumed that
the contract is most closely connected with that country. In
applying this paragraph single voyage charter-parties and other
contracts the main purpose of which is the carriage of goods shall
be treated as contracts for the carriage of goods.
5. Paragraph 2 shall not apply if the characteristic performance
cannot be determined, and the presumptions in paragraphs 2, 3 and 4
shall be disregarded if it appears from the circumstances as a
whole that the contract is more closely connected with another
Article 5 - Certain consumer contracts
1. This Article applies to a contract the object of which is the
supply of goods or services to a person ("the consumer")
for a purpose which can be regarded as being outside his trade or
profession, or a contract for the provision of credit for that
2. Notwithstanding the provisions of Article 3, a choice of law
made by the parties shall not have the result of depriving the
consume of the protection afforded to him by the mandatory rules of
the law of the country in which he has his habitual residence:
- if in that country the conclusion of the contract was preceded by
a specific invitation addressed to him or by advertising, and he
had taken in that country all the steps necessary on his part for
the conclusion of the contract, or
- if the other party or his agent received the consumer's order in
that country, or
- if the contract is for the sale of goods and the consumer
travelled from that country to another country and there gave his
order, provided that the consumer's journey was arranged by the
seller for the purpose of inducing the consumer to buy.
3. Notwithstanding the provisions of Article 4, a contract to which
this Article applies shall, in the absence of choice in accordance
with Article 3, be governed by the law of the country in which the
consumer has his habitual residence if it is entered into in the
circumstances described in paragraph 2 of this Article.
4. This Article shall not apply to:
(a) a contract of carriage;
(b) a contract for the supply of services where the services are to
be supplied to the consumer exclusively in a country other than
that in which he has his habitual residence.
5. Notwithstanding the provisions of paragraph 4, this Article
shall apply to a contract which, for an inclusive price, provides
for a combination of travel and accommodation.
Article 6 - Individual employment contracts
1. Notwithstanding the provisions of Article 3, in a contract of
employment a choice of law made by the parties shall not have the
result of depriving the employee of the protection afforded to him
by the mandatory rules of the law which would be applicable under
paragraph 2 in the absence of choice.
Notwithstanding the provisions of Article 4, a contract of
employment shall, in the absence of choice in accordance with
Article 3, be governed:
(a) by the law of the ntry in which the employee habitually carries
out his work in performance of the contract, even if he is
temporarily employed in another country; or
(b) if the employee does not habitually carry out his work in any
one country, by the law of the country in which the place of
business through which he was engaged is situated;
unless it appears from the circumstances as a whole that the
contract is more closely connected with another country, in which
case the contract shall be governed by the law of that country.
Article 7 - Mandatory rules
1. When applying under this Convention the law of a country, effect
may be given to the mandatory rules of the law of another country
with which the situation has a close connection, if and in so far
as, under the law of the latter country, those rules must be
applied whatever the law applicable to the contract. In considering
whether to give effect to these mandatory rules, regard shall be
had to their nature and purpose and to the consequences of their
application or non-application.
2. Nothing in this Convention shall restrict the application of the
rules of the law of the forum in a situation where they are
mandatory irrespective of the law otherwise applicable to the
Article 8 - Material validity
1. The existence and validity of a contract, or of any term of a
contract, shall be determined by the law which would govern it
under this Convention if the contract or term were valid.
2. Nevertheless a party may rely upon the law of the country in
which he has his habitual residence to establish that he did not
consent if it appears from the circumstances that it would not be
reasonable to determine the effect of his conduct in accordance
with the law specified in the preceding paragraph.
Article 9 - Formal validity
1. A contract concluded between persons who are in the same country
is formally valid if it satisfies the formal requirements of the
law which governs it under this Convention or of the law of the
country where it is concluded.
2. A contract concluded between persons who are in different
countries is formally valid if it satisfies the formal requirements
of the law which governs it under this Convention or of the law of
one of those countries.
3. Where a contract is concluded by an agent, the country in which
the agent acts is the relevant country for the purposes of
paragraphs 1 and 2.
4. An act intended to have legal effect relating to an existing or
contemplated contract is formally valid if it satisfies the formal
requirements of the law which under this Convention governs or
would govern the contract or of the law of the country where the
act was done.
5. The provisions of the preceding paragraphs shall not apply to a
contract to which Article 5 applies, concluded in the circumstances
described in paragraph 2 of Article 5. The formal validity of such
a contract is governed by the law of the country in which the
consumer has his habitual residence.
6. Notwithstanding paragraphs 1 to 4 of this Article, a contract
the subject matter of which is a right in immovable property or a
right to use immovable property shall be subject to the mandatory
requirements of form of the law of the country where the property
is situated if by that law those requirements are imposed
irrespective of the country where the contract is concluded and
irrespective of the law governing
Article 10 - Scope of the applicable law
1. The law applicable to a contract by virtue of Articles 3 to 6
and 12 of this Convention shall govern in particular:
(c) within the limits of the powers conferred on the court by its
procedural law, the consequences of breach, including the
assessment of damages in so far as it is governed by rules of law;
(d) the various ways of extinguishing obligations, and prescription
and limitation of actions;
(e) the consequences of nullity of the contract.
2. In relation to the manner of performance and the steps to be
taken in the event of defective performance regard shall be had to
the law of the country in which performance takes place.
Article 11 - Incapacity
In a contract concluded between persons who are in the same country,
a natural person who would have capacity under the law of that
country may invoke his incapacity resulting from another law only
if the other party to the contract was aware of this incapacity at
the time of the conclusion of the contract or was not aware thereof
as a result of negligence.
Article 12 - Voluntary assignment
1. The mutual obligations of assignor and assignee under a
voluntary assignment of a right against another person ("the
debtor") shall be governed by the law which under this
Convention applies to the contract between the assignor and
2. The law governing the right to which the assignment relates
shall determine its assignabiity, the relationship between the
assignee and the debtor, the conditions under which the assignment
can be invoked against the debtor and any question whether the
debtor's obligations have been discharged.
Article 13 - Subrogation
1. Where a person ("the creditor") has a contractual
claim upon another ("the debtor"), and a third person has
a duty to satisfy the creditor, or has in fact satisfied the
creditor in discharge of that duty, the law which governs the third
person's duty to satisfy the creditor shall determine whether the
third person is entitled to exercise against the debtor the rights
which the creditor had against the debtor under the law governing
their relationship and, if so, whether he may do so in full or only
to a limited extent.
2. The same rule applies where several persons are subject to the
same contractual claim and one of them has satisfied the creditor.
Article 14 - Burden of proof, etc.
1. The law governing the contract under this Convention applies to
the extent that it contains, in the law of contract, rules which
raise presumptions of law or determine the burden of proof.
2. A contract or an act intended to have legal effect may be proved
by any mode of proof recognised by the law of the forum or by any
of the laws referred to in Article 9 under which that contract or
act is formally valid, provided that such mode of proof can be
administered by the forum.
Article 15 - Exclusion of renvoi
The application of the law of any country specified by this
Convention means the application of the rules of law in force in
that country other than its rules of private international law.
Article 16 - "Ordre public"
The application of a rule of the law of any country specified by
this Convention may be refused only if such application is
manifestly incompatible with the public policy ("ordre public")
of the forum.
Article 17 - No retrospective effect
This Convention shall apply in a Contracting State to contracts
made after the date on which this Convention has entered into force
with respect to that State.
Article 18 - Uniform interpretation
In the interpretation and application of the preceding uniform
rules, regard shall be had to their international character and to
the desirability of achieving uniformity in their interpretation
Article 19 - States with more than one legal system
1. Where a State comprises several territorial units each of which
has its own rules of law in respect of contractual obligations,
each territorial unit shall be considered as a country for the
purposes of identifying the law applicable under this Convention.
2. A State within which different territorial units have their own
rules of law in respect of contractual obligations shall not be
bound to apply this Convention to conflicts solely between the laws
of such units.
Article 20 - Precedence of Community law
This Convention shall not affect the application of provisions
which, in relation to particular matters, lay down choice of law
rules relating to contractual obligations and which are or will be
contained in acts of the institutions of the European Communities
or in national laws harmonised in implementation of such acts.
Article 21- Relationship with other conventions
This Convention shall not prejudice the application of
international conventions to which a Contracting State is, or
becomes, a party.
Article 22 - Reservations
1. Any Contracting State may, at the time of signature,
ratification, acceptance or approval, reserve the right not to
(a) the provisions of Article 7 (1);
(b) the provisions of Article 10 (1) (e).
2. Any Contracting State may also, when notifying an extension of
the Convention in accordance with Article 27 (2), make one or more
of these reservations, with its effect limited to all or some of
the territories mentioned in the extension.
3. Any Contracting State may at any time withdraw a reservation
which it has made; the reservation shall cease to have effect on
the first day of the third calendar month after notification of the
Title III - Final Provisions
1. If, after the date on which this Convention has entered into
force for a Contracting State, that State wishes to adopt any new
choice of law rule in regard to any particular category of contract
within the scope of this Convention, it shall communicate its
intention to the other signatory States through the
Secretary-General of the Council of the European Communities.
2. Any signatory State may, within six months from the date of the
communication made to the Secretary-General, request him to arrange
consultations between signatory States in order to reach agreement.
3. If no signatory State has requested consultations within this
period or if within two years following the communication made to
the Secretary-General no agreement is reached in the course of
consultations, the Contracting State concerned may amend its law in
the manner indicated. The measures taken by that State shall be
brought to the knowledge of the other signatory States through the
Secretary-General of the Council of the European Communities.
1. If, after the date on which this Convention has entered into
force with respect to a Contracting State, that State wishes to
become a party to a multilateral convention whose principal aim or
one of whose principal aims is to lay down rules of private
international law concerning any of the matters governed by this
Convention, the procedure set out in Article 23 shall apply.
However, the period of two years, referred to in paragraph 3 of
that Article, shall be reduced to one year.
2. The procedure referred to in the preceding paragraph need not be
followed if a Contracting State or one of the European Communities
is already a party to the multilateral convention, or if its object
is to revise a convention to which the State concerned is already a
party, or if it is a convention concluded within the framework of
the Treaties establishing the European Communities.
If a Contracting State considers that the unification achieved by
this Convention is prejudiced by the conclusion of agreements not
covered by Article 24 (1), that State may request the
Secretary-General of the Council of the European Communities to
arrange consultations between the signatory States of this
Any Contracting State may request the revision of this Convention.
In this event a revision conference shall be convened by the
President of the Council of the European Communities.
1. This Convention shall apply to the European territories of the
Contracting States, including Greenland, and to the entire
territory of the French Republic.
2. Notwithstanding paragraph 1:
(a) this Convention shall not apply to the Faroe Islands, unless
the Kingdom of Denmark makes a declaration to the contrary;
(b) this Convention shall not apply to any European territory
situated outside the United Kingdom for the international relations
of which the United Kingdom is responsible, unless the United
Kingdom makes a declaration to the contrary in respect of any such
(c) this Convention shall apply to the Netherlands Antilles, if the
Kingdom of the Netherlands makes a declaration to that effect.
3. Such declarations may be made at any time by notifying the
SecretaryGeneral of the Council of the European Communities.
4. Proceedings brought in the United Kingdom on appeal from courts
in one of the territories referred to in paragraph 2 (b) shall be
deemed to be proceedings taking place in those courts.
1. This Convention shall be open from 19 June 1980 for signature by
the States party to the Treaty establishing the European Economic
2. This Convention shall be subject to ratification, acceptance or
approval by the signatory States. The instruments of ratification,
acceptance or approval shall be deposited with the
Secretary-General of the Council of the European Communities.
1. This Convention shall enter into force on the first day of the
third month following the deposit of the seventh instrument of
ratification, acceptance or approval.
2. This Convention shall enter into force for each signatory State
ratifying, accepting or approving at a later date on the first day
of the third month following the deposit of its instrument of
ratification, acceptance or approval.
1. This Convention shall remain in force for 10 years from the date
of its entry into force in accordance with Article 29 (1), even for
States for which it enters into force at a later date.
2. If there has been no denunciation it shall be renewed tacitly
every five years.
3. A Contracting State which wishes to denounce shall, not less
than six months before the expiration of the period of 10 or five
years, as the case may be, give notice to the Secretary-General of
the Council of the European Communities. Denunciation may be
limited to any territory to which the Convention has been extended
by a declaration under Article 27 (2).
4. The denunciation shall have effect only in relation to the State
which has notified it. The Convention will remain in force as
between all other Contracting States.
The Secretary-General of the Council of the European Communities
shall notify the States party to the Treaty establishing the
European Economic Community
(a) the signatures;
(b) the deposit of each instrument of ratification, acceptance or
(c) the date of entry into force of this Convention;
(d) communications made in pursuance of Articles 23, 24, 25, 26, 27
(e) the reservations and withdrawals of reservations referred to in
The Protocol annexed to this Convention shall form an integral part
This Convention, drawn up in a single original in the Danish,
Dutch, English, French, German, Irish and Italian languages, these
texts being equally authentic, shall be deposited in the archives
of the Secretariat of the Council of the European Communities. The
Secretary-General shall transmit a certified copy thereof to the
Government of each signatory State.