Numărul 2 / 2008
COMMON FRAME OF REFERENCE: TOWARDS A NOWADAYS EUROPEAN IDENTITY IN PRIVATE LAW
This article addresses the Common Frame of Reference in the light of the recently adopted resolution of the European Parliament. It focuses on the ongoing process in the field of contract law in Europe, emphasizing the importance of this process not only from the point of view of legal scholarship, but also from that of European integration as a development towards the finalité politique. In short, as this paper outlines, it aims to provide "the form Europe with an additional content".
Résumé : Les travaux préparatoires du projet scientific du Cadre commun de référence étant bientôt terminés, un projet intermédiaire du texte est paru au début de cette année, servant de base pour les futurs débats. L'objectif de l'élaboration du Cadre commun de référence (CFR) est de rémédier aux contradictions au domaine du droit privé en Europe affectant le fonctionnement correct du marché intérieur. Le deuxième éventuel domaine d'application du CFR serait d'assister le législateur national en deux sens, à savoir dans le contexte de transposition des directives communautaires, ainsi que lors de la révision générale du corpus du droit civil domestique. A présent un nombre des nouveaux États-membres ont entrepris la révision du corpus de leur droit civil domestique, ce qui s'analyse comme l'acte de clôture d'un procéssus de transition politique et économique. Cet article vise à exposer certaines utilités et fonctions du CFR au profit du législateur national (II), ce qui sera précédé par la présentation du progrès actuel (I) et suivi par la synthèse des pronostics concernant l'avenir du CFR (III).
Abstract : The phase of elaborating the academic Common Frame of Reference approaches its end, while an outline edition of the academic CFR has already been published early this year, providing the basis for future discussion. Once created the CFR, it is envisaged, may help overcome the discrepancies existent in the field of private law in Europe, which in many respects affect the smooth functioning of the Internal Market. Another possible role of the future CFR may be to operate as a helping hand for the national legislator while transposing European legislation into national law. Furthermore, it may also serve as a helping hand when undertaking a comprehensive revision of domestic private law. Many of the new Member States are currently pursuing a general reform of their national legislation in the field civil law as a final closing act of the successful post-Communist political and economic transformation process. This article attempts to outline some functions and advantages provided by the DCFR for the national legislator (II), preceded by a brief presentation on the ongoing process (I) and followed by a conclusion on the prospects for the (D)CFR (III).
Rezumat: Cadrul comun de referinţă: Spre o nouă identitate europeană în dreptul privat. Faza de elaborare a Cadrului comun de referinţă academică (DCFR) se apropie de sfârşit, în timp ce ediţia de schiţă interimară acestuia a fost deja publicată la începutul acestui an, furnizând baza pentru viitoare discuţii. Odată elaborat, Cadrul comun de referinţă (CFR) are în vedere eliminarea discrepanţelor existente în domeniul dreptului privat în Europa, care afectează sub mai multe aspecte funcţionarea coreapunzătoare a Pieţei interne. Un alt rol posibil al viitorului CFR este cel de a servi o mână de ajutor pentru leguitorul naţional la transpunerea legislaţiei Europene în dreptul naţional, iar mai de parte ar mai putea servi ca mână de ajutor şi la revizuirea amplă a dreptului privat intern. Multe dintre noile State Membre întreprind la ora actuală o revizie generală a legislaţiei naţionale în domeniul dreptului civil, în sensul unui act final la sfârşitul procesului de transformare politico-economică absolvită cu succes. Articolul are ca obiectiv prezentarea unor funcţii şi avantaje oferite de (D)CFR pentru leguitorul naţional (II), precedată de o scurtă prezentare a procesului în curs (I) şi urmat de concluziile legate de perspectivele (D)CFR-ului (III).
Összefoglaló: Közös referenciakeret: egy mai európai identitás útján a magánjog területén.A Közös referenciakeret tudmányos tervezetének kidolgozási munkálatai a végéhez közelednek, miközben az év elején megjelent a Közös Referenciakeret közbenső szöveg-tervezete, amely alapot szolgáltat a további vitákhoz. Célját tekintve a Közös referenciakeret (CFR) az európai magánjog területén jelentkező ellentmondások kiküszöbölését tartja szem előtt, amelyek számos vonatkozásban hátrányosan befolyásolják a belső piac zavartalan működését. A jövőbeni CFR másik lehetséges alkalmazási köre a nemzeti jogalkotó számára segítő kézként történő funkcionálása két tekintetben is: segítő kézként szolgálhat az európai jogalkotás nemzeti jogba történő átültetése alkamával éppúgy, mint a hazai magánjog átfogó felülvizsgálata során. Jelenleg számos új Tagállamban zajlik a nemzeti polgári jogi joganyagának általános felülvizsgálata, amely leginkább záróaktusként értelemezendő egy sikeresen lezajlott poltikai és gazdasági átlakulási folyamat végén. A cikk célja, hogy kiemeljen és bemutasson néhány a (D)CFR által a nemzeti jogalkotó számára képviselt funkciót, illetve a (D)CFR által nyújtott előnyt (II), amelyet megelőz a jelenleg zajló folyamat rövid bemutatása (I), valamint amelyet a (D)CFR-el kapcslatos kilátások összefoglalása követ (III).
Although the idea has featured within legal scholarship in Europe earlier as well, the pioneer steps towards a contemporary European private law were taken by the Commission on European Contract Law under the leadership of Ole Lando. Considering these developments, the European Parliament in its resolutions in 1989 and 1994 called for steps towards a European private law on a Community level too. The real political debate was initiated by the European Council's Conclusions of Tampere of 15-16 October 1999, requesting the Commission assess whether or not there is a need to harmonise the procedural and substantive private law rules of the Member States. The European Commission complied with the request formulated by the Council in three subsequent Communications (COM (2001) 398 final, COM (2003) 68 final, and COM (2004) 651 final), characterized by gradual concretisation, and in related progress reports (COM (2005) 456 final, COM (2007) 447 final). The European Commission's third communication has already made specific proposals in relation to the content of the CFR, and defined general methodical approaches for its elaboration. Furthermore, a time schedule for the adoption of the CFR has been established, according to which the adoption by the Commission is planed for 2009. According to the structure envisaged by the Communication, the CFR would consist of three central parts: the fundamental principles of contract law, definition of the most important abstract legal terms and model rules of contract law. As regards the structure the Commission has obviously been inspired by the Principles of European Contract Law. In accordance with the objective set out in the third Communication, the Commission established in May 2005 the so-called "Joint Network on European Private Law", financed under 6th Framework Programme, which was commissioned with the task of elaborating the materials which would form the basis for a CFR. The network integrates various research groups, most of them already existent prior to the establishment of the network: the Study Group on a European Civil Code (Study Group) and the Research Group on the Existing EC Private Law (Acquis Group), which together constitute the two pillars of the network, and additionally the Project Group on the Restatement of European Insurance Contract Law (Insurance Group), the Association Henri Capitant in cooperation with Société de Legislation Comparée and Conseil Supérieur du Notariat, the Common Core Group, the Research Group on the Economic Assessment of Contract Law Rules (also referred to as the Economic Impact Group), the Data Base Group and the European Law Academy (also referred to as ERA). The work of the Study Group and Acquis Group are brought together by the so-called "Compilation and Redaction Team". The two groups delivered the preliminary Draft CFR to the European Commission at the end of 2007 and subsequently published the interim outline edition of the Draft Common Frame of Reference in book form. The model rules of the DCFR - also referred to as the Academic CFR - are set out in seven books. Books I-III comprise rules of general contract law (in essence a revised version of the Principles of European Contract Law I-III); Book IV is devoted to specific contracts, Book V to negotium gestio, Book VI to non-contractual liability and Book VII to unjustified enrichment; Annex 1 provides a list of definitions and Annex 2 is on rules of prescription. The final (composite) academic CFR to be submitted by the end of 2008 to the European Commission will comprise three additional areas as well: the rules on transfer of movables, the rules on proprietary security rights in movable assets and trust law.
2. Aims and perspectives
The text to be delivered by the end of this year constitutes the academic (draft) of the CFR and is to be distinguished from the political one to be adopted by the European Commission. In accordance with the Communications of the Commission the CFR will serve two purposes: primarily it is destined to help overcome incoherence in the field of pointillist Community private law, serving the community legislator and the academic community in the function of a toolbox. In a next step the CFR or some part(s) of it might form the basis of a so-called optional-instrument in the sense of a particular autonomous Community contract law regime. However, the Justice and Home Affairs Council has granted support only for the first alternative (the toolbox).
a) The role of the CFR in the function of a "toolbox"
The primary aim of the CFR is to guide the hands of the Community legislator for purposes of better lawmaking. A CFR in this sense is also envisaged in the JHA Council Position of 28 April 2008 on the fundamental aspects. The toolbox function for the Community legislator springs from the CFR as a general infrastructure prepared on the basis of comparative law research and taking account also of the principles governing the present Community private law. The CFR in this sense could be apostrophized a "masterplan" provided for the Community legislator while also carrying out the consolidation of the existing scattered Community private law and thus acting as a guiding line while preparing future Community measures in this field. In order to fit for this purpose it is envisaged the CFR should include not only rules on general contract law, but also rules on special contracts, extra-contractual obligations and movable property as well. A field testing of the CFR as a "toolbox" may take place while pursuing the objectives set out in the Commission's Green Paper on the Review of Consumer Acquis of 2006. The Green Paper proposes in this respect optional vertical and horizontal approaches: the vertical approach focuses on the individual revision of each directive concerned, whereas the horizontal approach aims to establish a common regulatory framework implying the common features in a "Framework Directive". It is worth noting that the Commission's inclination is clearly in favour of the latter approach. Two further functions which the CFR may serve can be mentioned: it may operate as a model instrument while transposing Community law for the Member State legislator, or in the process of enacting private law legislation outside the scope of Community law and, furthermore, it could also serve the European Court of Justice as a set of guiding principles while interpreting Community private law.
b) The CFR as a possible basis for an Optional Instrument
The idea of an alternative genuine European contract law regime (a so-called Optional Instrument) has been supported since the beginning of the political debate. The Commission's last (third) Communication presented a tempered position; nonetheless the Optional Instrument remained on the agenda. However, by contrast, the Position adopted by the JHA Council of 18 April 2008 seems to abandon such an attempt and rather considers the CFR an instrument exclusively for better lawmaking purposes on behalf of the Community legislator. Notwithstanding this, paragraphs (13) and (14) of the Preamble of the new Rome I Regulation of 17 June 2008 already mirror a permissive approach, while paragraph (14) explicitly addresses the possible adoption of an appropriate Community instrument which may be opted for by way of choice of law by the parties, as follows:
"(13) This regulation does not preclude parties from incorporating by reference into their contract a non-State body of law or an international convention.
(14) Should the Community adopt, in an appropriate legal instrument, rules of substantive contract law, including standard terms and conditions, such instrument may provide that the parties may choose to apply those rules."
Beside this, the idea of an Optional Instrument is continuously supported both by a number of academics and legal practitioners. An optional instrument may be understood as an alternative legal order provided for the contracting parties, which is based exclusively on Community law. The optional instrument would be elaborated to operate with universal scope, appropriate to regulate B2B, B2C, and C2C relations. Parallels may be drawn as between certain Community instruments in the field of intellectual property law and company law and the Optional Instrument inasmuch as these are not directed at setting aside the national regulatory framework, but rather are provided to enrich the offer. An optional instrument could serve especially as a stimulus for SMEs to enter cross-border transactions and in this way to exploit optimally the opportunities offered by the internal market. However, actors in other market sectors have also complained that there is still a lack of uniform and reliable rules for cross-border transactions. Another area where the Optional Instrument could help overcome discrepancies is that of online transactions: the consumer from another Member State could opt for the Optional Instrument where the seller is not familiar with the consumer's domestic law (which may turn out to be required according to Art. 6 of Rome I Regulation, determining the minimum standard of consumer protection in the domestic law of the consumer). The potential application of the Optional Instrument in this particular context is also called a "Blue Button" function. With regard to the Community legal instrument best suited to enacting the Optional Instrument, the adoption of a regulation under Art. 308 EC appears to offer the most appropriate basis.
c) A Civil Code for Europe no, post-national codification yes
Although the first two Resolutions of the European Parliament called for steps towards elaborating a European Codex of private law relevant for the internal market, the current process cannot be considered as aiming at a European Civil Code dedicated to replacing the Member States' private law systems. This view has been repeatedly expressed on a political level, most recently by the JHA Council of 18 April 2008, rejecting the option to use the CFR to harmonise the various contract laws by creating a European Civil Code. The same may also be asserted with regard to the academics involved in the project. Beside this, the ongoing elaboration process of the Academic CFR may be denoted "codification" from an academic point of view, aiming to establish a model for the market-relevant private law in Europe. In this respect the CFR should rather be described as model law than a "Restatement of Law". The need for a coherent system of contract law in order to improve and serve future developments, is considered uncontested, both among academics in Europe and on the European political scene. Conclusively, the codification in this context is to be understood as an academic, scientific process, aiming at the preparation of a well functioning regulatory framework for private law relevant for the smooth functioning of the internal market. Thus the term "Code" may describe in this respect, at most, a comprehensive coherent system of European private law, focussing rather on the technical meaning of the term. Moreover, it may be noted that the 67. German Jurist Assembly even included the topic "A European Civil code" in its Discussion Forum on European Law.
The influence of European Principles on the development of national private laws is uncontested today. Both old Member States and new Member States experience the guiding role of various European Principles while modernizing their private law. This section seeks to illustrate the influence the Principles had on the development of private law in Germany, Estonia and Hungary. Beside developments in these legal systems, the Scottish Law Commission and the Spanish Civil Code Reform Committee have also resorted to PECL. Furthermore, the Principles also had a certain influence on the Avant-projet de réforme du droit des obligations et de la prescription, aiming at the reform of the law of obligations in the Code civil. However, the influence of the Principles is considered rather restricted in this context. Model rules such as PECL could prove especially valuable while reforming private law in Eastern European countries with the effect of adjustment of the system to build on a common standard. One may also refer to the gap filling role of fundamental principles of law in the judicial practice of transitional societies, where the lack of special tradition renders inevitable resort to general principles while solving legal disputes. The Principles of European Contract Law have also been considered by the commission set up in 2006 to elaborate the amendments of the legislative proposal on new Romanian Civil code adopted by the Senate in 2004.
1. The Schuldrechtsmodernisierung in Germany
Although the discussion on modernizing the law of obligations in the BGB lasted overall about twenty-three years (1978-2001), the principles - here referring to the Principles of European Contract Law and UNIDROIT - were considered only in the very last phase. In autumn 2000 the Federal Ministry of Justice presented for public debate the so-called Discussion Draft, which had corresponded to a large extent to the Reform Commission's Draft of 1992, revised to take account of eight years of legal development. As a reaction to the deficits of the Discussion Draft, at the beginning 2001 the Government set up two working groups in order to review the Draft and to formulate their deliberations. The working group on undue performance carried out its review following mainly the criticism formulated by Ulrich Huber on the occasion of a symposium on the Schuldrechtsmodernisierung held in Regensburg in autumn 2000. The suggestion made by the working groups were incorporated, which resulted in the so-called consolidated version of the Draft, whereas the consolidated version from a substantive point of view again had to be measured against the principles. The Government Draft was presented in May 2001, largely accepting the suggestions made in the consolidated version and thus by the working groups. The Government Draft suffered changes even in course of the parliamentary process, and finally was passed in November 2001. The principles have played the role of yardstick of the desired reform objective. Some examples about how the principles, especially PECL, had influenced the modernization law of obligations are provided below in regard to certain topics on non-performance and rules on prescription.
a) Concept of non-performance - especially remedies - in the light of the Principles
Generally, the concept of non-performance in the BGB has been changed from the cause approach, meaning that the regulation is focussing on the reason for non-performance, to the remedy approach based on a uniform rule - a general clause - for non-performance, described by the general term of breach of duty. An example of the orientation towards PECL may be seen in treatment of the issue of impossibility: the Discussion Draft dispensed with the explicit regulation of impossibility, taking the CSIG as a point of reference, whereas the consolidated version - later part of the Government Draft and the Schuldrechtsmodernisierungsgesetz - returned to the initial concept of impossibility in the sense of a ground of dispensation from the requirement of performance (a defence). In this respect the Government Draft identified the parallel between § 275 I BGB on the one hand and Art. 9:102 subsection 2 (a) PECL and Art. 7.2.2 (a) UNIDROIT Principles of International Commercial Contracts (hereinafter "PICC") on the other. The so-called factual impossibility as in § 275 II is also synchronized to the Principles (Art 9:102 Subsection 2 lit. (b), Art. 7.2.2 lit. (b) PICC); moreover, it even attempts to improve the principles. As compared to PECL and PICC, § 275 II BGB is furnished with exact criteria in order to determine the appropriateness of releasing from the duty to perform as a result of impediment (e.g. impossibility to perform). However, whether the extensive wording of § 275 II BGB in its periphrasis is really desirable and useful may constitute matter of dispute. The explanatory statement explicitly calls the approach an attempt to correct the negative counterexample provided by the Principles. With regard to the so-called initial impediment (i.e. where the event of impossibility to perform existed initially), the modernized law of obligations abandons the principle impossibilium nulla est obligatio, deeming the contract null and void, and, in § 311 a I BGB, declares the contract effective regardless of the initial impediment to perform. Here the Government Draft explicitly refers to the example of Art. 4:102 PECL. In this context it should be pointed out that the initial deliberation even intended using a wording closer to PECL, providing that the contract is not deemed ineffective only for initial impediment; however, this attempt was gave up for linguistic reasons. Nonetheless, as compared to the Principles differences have also been kept: in contrast to the Principles (both Art. 9:501 (1) PECL and Art. 7.4.1 UNIDROIT) § 280 I second sentence BGB has maintained a fault-based concept of breach of duty. The explanatory statement to the Government Draft notes the no-fault contractual liability approach in the Principles, but nonetheless advocated maintaining the fault-based approach as a well proven one, while liability in the case of a generic obligation is clearly not fault based according to § 276 I first sentence BGB. Breach of duty in the sense of § 280 I BGB only covers non-compliance with a duty arising under contract, whereas damages relating to an initial impediment to perform will fall under § 311 a II BGB. However a change in this respect also appears inasmuch as the presumption of fault in connection with the fault-based system now operates generally and is not restricted to certain cases of breach of duty. Furthermore, as regards price reduction as a remedy the Schuldrechtsmodernisierung did not follow either the approach in Art. 9:401 PECL providing this kind of remedy generally nor the approach in UNIDROIT renouncing entirely this kind of remedy.
Another topic where the influence of the PECL becomes apparent relates to the legal consequences in a case of delay in performance: beside the damages for delay the creditor is also entitled to interest where payment of a sum of money is delayed (§ 288 I, II BGB correspondent to Art. 9:508 (1) PECL). The creditor is also entitled to recover further damages as specified in Art. 9:508 (2) PECL, whereas according to § 287 BGB at this stage (i.e. while the debtor is in delay) the debtor is liable regardless of his fault and this applies subsequently also for the event of impossibility of performance, unless the damage would have occurred even if he had performed in due time. Accordingly, § 287 second sentence can be ranked with Art. 8:108 PECL in so far as the matter turns on the fact the debtor in default could not have avoided an impediment that was both unforeseeable and beyond his control. However, in contrast to the BGB, the Principles do not require any warning in relation to delayed performance for the legal consequences to apply,
b) Rules on prescription in the light of the Principles
The draft version of Chapter 4 of PECL Part III is considered to have had a great impact on the deliberations made by the committee commissioned with the revision of the Discussion Draft by the German Ministry of Justice at the beginning of 2001. The German Government has explicitly acknowledged in this field that it followed significantly the model proposed by the Commission on European Contract Law. The UNIDROIT Principles could not play any role in the Schuldrechtsmodernisierung since it was adopted officially in April 2004. The law of prescription was the area continuously changed during the elaboration process, thus the exact influence of PECL can hardly be reconstructed. First of all, unlike the discussion draft, the consolidated version opted for a change in approach and established the subjective system by making the running of prescription conditional on the criterion of awareness as in § 199 I BGB as in force, whereas as compared to the consolidated version, the version adopted (and now in force) kept the policy, however, with numerous breaches. Subsequently, the outcome may be characterized as having a distinctive air of compromise, without consistent alignment to the Principles. An example for deviation from PECL relates to the point in time when the prescription begins to run: under § 202 I BGB prescription starts to run at the end of the year in which the creditor becomes aware of the circumstances constitutive for the claim, whereas under Art. 14:301 PECL the unawareness has only a dilatory effect, subsequently, the period of time being only suspended while the unawareness lasts.
a) Private Law in Estonia
Estonian private law belongs to the group of Baltic-German law, whereas the first codification dates back to 1863 when the Baltic Private Law Code was created, modelled largely on the Common Land Law for Prussian States (Allgemeines Landrecht für die Preußischen Staaten - ALR) of 1794. After Estonia became independent in 1918, the elaboration of an Estonian Civil Code was soon started, which, despite the legislative proceedings continuing until 1940, due to political reasons, was never adopted. Estonia regained its independence in 1990 and began the gradual step-by-step adjustment of private law to Western-European standards. As private ownership constitutes the essential basis for a market economy, among fragments of a gradual reform the Law of Property Act enjoyed absolute priority, being adopted in 1993, followed by the General Part of the Civil Code Act, the Family Law Act in 1994, the Commercial Code in 1995, and the Law of Succession in 1996. These fragments of private law were based largely on the draft of the Civil Code elaborated in the interwar period. With regard to the law of obligations a different approach has been chosen, directed to constructing the conceptual basis of modern civil law.
b) The Law of Obligations Act in the light of the Principles
The Law of Obligations Act ("LOA") was adopted after a six year process of elaboration in autumn 2001 and entered into force in July 2002. The LOA is considered the most modern codification in the EU and additionally also the one most influenced by and based on the Principles. In order to illustrate the influence the Principles had on the birth of the LOA, I will focus on the system of remedies for breach of contract, one of the "hearts" of contract law. Estonian law adopts the unitary concept of non-performance in § 100 LOA in line with Art. 8:801 PECL and Art. 7.1.1 PICC, although the application of a legal remedy may depend on the nature of non-performance. § 108 (1) LOA provides an unconditional claim for specific performance where the obligation is directed to payment of a certain sum of money, a policy in conformity with Art. 9:101 PECL and Art. 7.2.1 PICC. This general entitlement is also provided for in the case of non-monetary obligation (§ 108 (2) LOA). Here the claim will be limited if the performance would be unlawful or impossible or would impose an unreasonable burden, the creditor may fairly obtain performance from other sources, or the performance is of a highly personal character, corresponding with Art. 9:102 PECL and Art. 7.2.2 PICC. The right to cure in § 108 (6) follows the Principles as well (Art. 9:102 (1) PECL). Termination as a consequence of breach of contract is coupled to the notion of fundamental breach as defined in § 116 (1) LOA, including also the failure to perform during the additional term granted (pursuant to § 116 (1) 5)). In comparison, both systems of Principles provide a definition of fundamental breach (Art. 9:301 on termination, Art. 8:103, and Art. 8:106 (3) PECL, and Art. 7.3.1 (2)-(3) PICC). As regards the claim for damages as a consequence of non-performance the LOA also follows the policy as in the Principles: pursuant to § 103 (1) LOA the debtor is liable for non-performance unless not excused, the non-excused character being presumed, whereas according to § 115 (1) LOA the creditor may claim damages in conjunction with or instead of performance. Under Estonian law the liability for non-performance is based on the type of legal remedy applicable. The liability concept in § 103 LOA constitutes the reception of the so-called controlled liability in Art. 8:108 (1) PECL and Art. 7.1.7 (1) PICC. (The influence of German civil law is evident in regulating compensation instead of performance: § 115 (2) LOA.) A final example is to be found in price reduction, which is provided as ageneral remedy in § 112 (1) LOA in conformity with the policy in Art. 9:401 PECL.
a) Private Law in Hungary
As compared to the special socio-historical background in Estonia, the starting point in Hungary will be self-evidently a different one. The re-codification of private law in Hungary is regarded as a closing "ceremony" at the end of a successful process of transformation in the political and economical spheres and subsequently in the legal domain. The start of the preparatory work on the new Civil Code dates to 1998, when it was initiated by the Government Decision on the Codification of Civil Law; the final concept of the new Civil code was adopted by the Government at the beginning of 2003. Hungarian private law existed on a customary basis until 1959, when the first Civil Code was adopted. Of course, the idea of codification was vivid and had been on the agenda since the second half of the 19th century. In 1928 the fourth revised Draft Private Law Code came before the House of Representatives, but the Draft was not adopted. Despite the uncontested influence of socialist ideology, the high quality of the Civil Code of 1959 facilitated its continued application subsequent to the transformation of the system without facing serious problems. Its feature of compatibility is seen especially in the highly abstract character of the provisions. Due to the changed status-quo of private ownership as compared to the conditions prevailing at the time of elaboration, the Civil Code necessarily experienced several adjustments during the last two decades. The area of credit securities has probably suffered the most fundamental changes, whereas the area of property law has proven to a great extent compatible to serve also in the new conditions. Other significant amendments concern the law of obligations as a consequence of transposition of EC directives into national law. The role of comparative law in legal development in the East Central European region is confirmed by long established tradition. One leitmotif of the codification was not to follow a particular national legal system as a general model, but rather to create a civil code based on the existing code and national legal traditions, by also considering the results of civil law codifications or other legal developments.
b) Academic Draft Civil Code for Hungary in the light of the Principles
In order to illustrate the influence of the Principles on the (Academic) Draft Civil Code, in parallel with experiences in Germany and Estonia, some examples will be taken from the area of remedies in case of non-performance. In accordance with Hungarian tradition in private law, the Draft operates with the notion of beach of contract. Breach of contract is defined objectively as a pure statement of fact, including non-conformity, impossibility or denial of performance, regardless of whether it has been excused or not, as stated in § 5:116. As a consequence of breach of contract the creditor is entitled to specific performance (according to the Hungarian term in natura) pursuant to § 5:118 (1), but in contrast to the Principles the Draft does not distinguish between monetary and non-monetary obligation, but regulates as general entitlement, followed by the exceptions in subsection (2). A general option to fix an additional period for performance is also provided by subsection (3). Thus the Draft provision on specific performance is in conformity with Art. 9:102 (1) PECL and also with Art. 9:102 (2) concerning the exceptions, and Art. 8:106 (1)-(3) on the additional period. The right to withhold the counter-performance provided for in § 5:119 (1)-(2) is envisaged as a general entitlement in case of breach of contract, in line with Art. 9:201 (1)-(2) PECL. The norm on the liability for damage caused by breach of contract is provided for in § 5:121, while the standard of excuse setting out the fulfilment of three conditions conjunctively is modelled on the grounds of Art. 8:108 (1) PECL and Art. 7.1.7 PICC. The amount of damage is determined within the limits set out by foreseeability (§ 522 (2)), in conformity with Art. 9:503 PECL and Art. 7.4.4 PICC. The procurement of performance from another source may constitute an element of damage, as provided for in § 5:123; this is in conformity with Artt. 9:506 - 9:507 PECL. Regarding impossibility, the Draft abolishes the impossibilium nulla est obligatio principle. Both initial and subsequent impossibility are considered an instance of breach of contract. This approach also corresponds to Art. 4:102 PECL and Art. 3.3 PICC. Another area where the influence of the Principles is conspicuous is that regulating the conclusion of contract. By § 5:39 subsection (3) the Draft supplements the current provision with usage and practice becoming part of the contract in line with Art. 1:105 PECL and Art. 1.9 PICC. The irrevocable offer (§ 5:41 (2)) is regulated in conformity with Art. 2:202 (3) PECL; furthermore the manner of acceptance in § 5: 42 (1)-(2) is also regulated in accordance with Art. 2:204 PECL. The conclusion of a contract by concludent factum in § 5:45 (1) is regulated in line with Art. 2:205 (2) PECL. Although the merger clause is frequently used in contractual practice, there is currently no normative regulation of it. The Draft regulates the merger clause in § 5:66; the models are clearly identifiable in PECL Art. 2:105 and Art. 2.1.17 PICC. Nonetheless, the concept in the Draft also shows divergence from PECL in two respects: firstly, there is no difference made between merger clauses individually negotiated and those not individually negotiated; and secondly the Draft excludes the possibility that prior statements of the parties may be used for interpretation of the contract. These divergences appear contradictory and may lead to serious problems in application.
Of course, these are only exemplifications, and the list is not exhaustive.
III. Evolving European identity in private law: the (academic) CFR as an integrative lingua franca
Finally, the following outlines some prospects for the (academic) CFR.
a) The contour in general
The DCFR is envisaged as serving both intellectual and practical objectives. The practical objective is connected to a possible model for the political CFR, which is the most current aspect. Nonetheless, the DCFR may stand on its own and maintain its significance regardless of the political CFR. The DCFR constitutes an academic text, developed as result of a large European research project. In the light of this is hoped that it will promote knowledge of private law in the jurisdictions belonging to the European Union and demonstrate how much national private laws resemble one another and how much they may be regarded as regional manifestations of a common European legacy. In this sense the most important objective of the DCFR can be seen in tis ability to furnish the notion of a European private law with a new foundation which increases understanding for "the others" and promotes collective deliberation on private law in Europe. Furthermore, the DCFR may also serve as a source of inspiration outside the academic world as a text offering appropriate solutions for private law questions, e.g. for courts and for official bodies charged with preparing the modernisation of the relevant national law of contract or even some other aspects of private law. In this respect the DCFR could contribute to and promote a harmonious and informal Europeanisation of private law. Note may be taken in this context of the treatment of PECL by Spanish and Dutch Courts.
b) Aims of the DCFR
The elaboration of the DCFR is based on detailed comparative research of national laws of the Member States and Community law, and consequently it also reflects the underlying values in these legal systems. The DCFR may also operate as mediator between the different views and takes a balanced position. These underlying values may also be called fundamental principles, whose purpose is to provide practical guidance on how to read and interpret the model rules and definitions. Nonetheless, such principles also imply issues of policy, for there is presently no political understanding. Thus whether such fundamental principles should precede the CFR or not remains a subject of debate. However, underlying aims and values which any work on principles of private law have to address include at least the following: justice, freedom, protection of human rights, economic welfare, and solidarity and social responsibility. With the European Union as context, some particular aims must also be addressed such as the promotion of the Internal Market and preservation of cultural and linguistic plurality. Overall aims which govern a set of model rules are rationality, legal certainty, predictability and efficiency.
c) A dictionary in favor of multilingualism
The DCFR will be published first in English, for this has been the working language of the network of academics approving the rules and also of the various Workings Teams responsible for the initial formulation of the rules. The formulation of the model rules has striven towards a plain and clear wording. Emphasis has been placed on avoiding the use of technical terms from particular legal system and on trying to find and apply descriptive language which can be readily translated into other languages. Thus English as a language appears as an instrument but not as a technical legal language, for the language used will be a new one to an English lawyer as well. Working towards a lingua franca for private law in Europe also implies a development, the creation of something distinctive, even absolutely innovative. The author of this paper has also experienced this innovation at close hand while the members of the Working Team carried out the translation of the text of articles written in English into the other official languages of the European Union. The emphasize was put on the most authentic "transposition" of the rules into the other language, meaning even, if it was indicated, abandoning the use of the particular national legal terminology. This may also result in the emergence of a sui generis technical language for private law in each language. From this aspect, the Common Frame of Reference pursues the establishment of a new tradition for a common European legal thinking in the field of private law, paving the way towards a nowadays ius commune.
d) Functionality and practical importance of the lingua franca
Nonetheless, it may not be forgotten that the purpose of the DCFR in a narrow sense focuses on the coherence of Community private law, i.e. improvement of the existing and future Community law through the model rules provided. By stating clearly and in a systematized way the principles underlying the Community private law, the model rules show how the existing Community legislation - here referring to Directives - can be made more consistent, and how various sectoral provisions might be given a wider application, thereby eliminating gaps and overlaps. The DCFR in this respect would assist the "horizontal approach" as defined in the Green Paper on the Revision of the Consumer Acquis. However, the DCFR does not identify particular rules; rather it aims to provide rules from which the legislator may draw inspiration. National legislators implementing the Directive, as well as national courts and other official bodies faced with application (interpretation) of the transposed Community law could consult the CFR in order to understand how the particular rules work. Another important feature of the DCFR relates to the national notes accompanying the particular model rules: they work like a dictionary as between the model rules and the national private laws, providing in fact a translation of the model rules into the "language" of the national legal system. In this respect, the harmonisation efforts and the CFR must be regarded not only as an effort of legal engineering, but also as an effort to engage society in inter-cultural communication, an instrument highly needed within the context of European integration as an ongoing process.
 I am grateful to my distinguished colleague Dr Stephen Swann (Osnabrück) for the linguistic support
* Etudiant en école doctorale à l'Institut d'études juridiques européennes, Osnabrück, Allemagne, sous la direction du professeur von Bar ; membre de la Working Team on Extra-Contractual Obligations, Study Group on a European Civil Code ; firstname.lastname@example.org.
 Resolution of the European Parliament B6-0374/2008 of 3 September 2008 - as accessible online
 Christian von Bar, "Ein gemeinsamer Referenzrahmen für das marktrelevante Privatrecht in der Europäischen Union" [A Common Frame of Reference for the Market Relevant Private Law in the European Union]. Festschrift Erik Jayme, Vol. 2 by Mansel/Pfeiffer/Kronke/Kohler/Hausmann (ed.), Sellier München 2004, p1222.
 Distinction doit être faite entre le projet du Cadre commun de référence (Draft Common Frame of Reference ou DCFR) élaboré par le groupe de chercheurs chargé de la rédaction et le véritable Cadre commun de référence (CFR), qui sera adopté au niveau de l'Union européenne
 Se referă la aşa zisul Proiect Cadrul comun de referinţă, Draft Common Frame of Reference (prescurtarea aplicată în literatură „DCFR"), cel care trebuie diferenţiată de Cadrul comun de referintă propriu zisă (prescurtare aplicată „CFR"), urmând de a fi adoptat pe planul Uniunii Europene
 A kidolgozással megbízott tudóscsoport által elkészített tervezet értendő, az ún. Közös referenciakeret tervezete értendő (Draft Common Frame of Reference, vagy az irodalomban alkalmazott rövidítéssel DCFR), amely megkülönböztetendő a tulajdonképpeni Közös referenciakerettől (alkalmazott rövidítés CFR), amelyet az Európai Unió szintjén fogadnak majd el
 These preoccupations are rather characterized by the aspect of comparative law and focus on common roots, as for example René David has criticised the nationalization of law in Europe both from an intellectual and practical point of view, in International Encyclopaedia of Comparative Law, Vol. II. Ch. 5 p180; addressing the idea of creating a common European private law, see Franz Gschnitzer, "Geschichte des europäischen Zivilrechts im 19. und 20. Jahrhundert" (History of European Private Law in 19th and 20th Century), in, Juristische Blätter 1960, p215; a manifesto by Hein Kötz, "Gemeineuropäisches Zivilrecht" (Common European Civil Law), in, Festschrift für Konrad Zweigert, Mohr Tübingen 1981, pp481-500; the historical aspect is elaborated, with a focus on the Roman law foundations, by Paul Koschaker, "Europa und das römische Recht" (Europe and the Roman Law), C.H.BECK München and Berlin 1966.
 Resolution EP A2-157/89, OJ of EC 1989/C 158/400; Resolution EP A3-0329/94, OJ of the EC 1994/C 205/518
 Paragraph 39 of Presidency Conclusions
 OJ of the EC 2001/C 255/01
 OJ of the EU 2003/C 63/01
 OJ of the EU 2005/C 14/06
 OJ of the EU 2006/C 49/27, OJ of the EU 2007/C 191/21
 Ole Lando and Hugh Beale (eds.), "Principles of European Contract Law Parts I and II, prepared by the Commission on European Contract Law", Kluwer Law International, Hague 1999; furthermoreOle Lando, Eric Clive, André Prüm & Reinhard Zimmermann (eds.), "Principles of European Contract Law, Part III", Kluwer Law International, Hague 2003.
 See Christian von Bar, "The Study Group on a European Civil Code", in, Tidskrift, utgiven av Juridiska Föreningen i Finland (JFT) 2000, pp323-337, the same in Portuguese "Um Código Civil para Europa". Boletim da Faculdade de Direito Coimbra. STUDIA IURIDICA 64.Colloquia - 8, pp65-78; Mary-Rose McGuire, "Ziel und Methode der Study Group on a European Civil Code", in, Zeitschrift für Rechtsvergleichung (ZfRV) 5/2006, pp163-174.
 Von Bar/Clive/Schulte-Nölke (eds.) "Principles, Definitions and Model Rules of European Private Law. Draft Common Frame of Reference (DCFR) Interim Outline Edition", Sellier. European Law Publishers, Munich 2008, also accessible at www.law-net.eu; a French translation of Books I-III prepared by Jacques Ghestin is also available and accessible at http://www.fondation-droitcontinental.org/Documents/Traduc-vBar-livre%20I-II-III-%2008-2008.doc (17.10.2008)
 Council Document 8092/08
 Council Document 8092/08 - paras. 9, 14: (a) Purpose of CFR: a tool for better lawmaking targeted at Community lawmakers, (b) content: a set of definitions, general principles and model rules in the area of contract law to be derived from a variety of sources, (c) scope: as general contract law including consumer contract law and (d) the legal effect as a set of non-binding guidelines to be used by the lawmakers at Community level on a voluntary basis as a common source of inspiration or reference in the lawmaking process.
 Stefan Leible, "Europäisches Privatrecht am Scheideweg" [European Private Law at crossroads], in, Neue Juristische Wochenschrift 2008 Heft 35, p2561.
 GREEN PAPER on the Review of the Consumer Acquis - COM (2006) 744 final - OJ of the EU 2006/C 138/15
 Speech held by EC-Commisioner Dr. Meglena Kuneva on 28 April 2008 at the Walter Hallenstein Institut für Europäisches Verfassungsrecht - accessible at www.whi-berlin.de/documents/Rede-Homepage-Kuneva.pdf (01.10.2008)
 COM (2004) 651 para. 2.1.2.
 COM (2001) 398 para. 61 et seq; COM (2003) 68 para. 92 et seq.
 COM (2004) 651, para. 2.3
 Council Document 8092/08, paras. 5-7.
 REGULATION (EC) No 593/2008 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 17 June 2008 on the law applicable to contractual obligations (Rome I), OJ of the EU 2008/L 177/6-16
 See in this sense Hugh Beale, "The Future of Common Frame of Reference", in ERCL (European Review of Contract Law) Vol. 3 (2007), pp269-272; Hans Schulte-Nölke, "EC Law on the Formation of Contract - from the Common Frame of Reference to the "Blue Button", in ERCL Vol. 3 (2007) No. 3 pp348-349; Stefan Leible, "Was tun mit dem Gemeinsamen Referenzrahmen für das Europäische Vertragsrecht? - Plädoyer für ein optionales Instrument" [What to do with the Common Frame of Reference for European Contract Law? - A plea for an Optional Instrument], in, Betriebs-Berater Heft 28/2008, pp1469-1475; Hugh Beale, "The Nature and Purposes of the Common Frame of Reference", in JURIDICA INTERNATIONAL XIV/2008, pp15-16.
 Stefan Vogenauer and Stephen Weatherill, "The European Community's Competence to Pursue Harmonisation of Contract Law - an Empirical Contribution to the Debate" - "IV. 2 on Business Survey and 3 on Results of the Survey", in, VOGENAUER and WEATHERILL (eds.): The Harmonisation of European Contract Law: Implications For European Private Laws, Business and Legal Practice, pp117-119.
 Leible, ibid, p2561.
 In this sense Leible, ibid, p2561, Beale, ibid, pp270- 271,
 See in this sense the Response to the GREEN PAPER on the Review of Consumer Acquis of the Union of German Banks (Verband Deutscher Banken e.V.) from 13. April 2007 - also Leible, ibid, p2561.
 In this sense Beale, loc. cit. p271, Schulte-Nölke, loc.cit. p349.
 Under the "Blue button" function one may imagine electronic commerce where, in order to overcome discrepancies of contract law regimes in the internal market, the consumer is offered to choose a "Blue button" and thereby to agree to the European contract law as governing law, including its mandatory provisions (in place of national mandatory provisions). The button in blue stands for the EU flag. Prerequisite for such a construction is the elimination of Art. 6 Rome I Regulation
 Leible, ibid, p2561
 See footnote 3
 Council Document 8092/08, para. 5; comments by Hans Schulte-Nölke, "Rat der Europäischen Union gegen ein Europäisches BGB, aber für einen Gemeinsamen Referenzrahmen zum Europäischen Vertragsrecht" [The Council of the European Union against a European Civil Code, but in favour of a Common Frame of Reference for European Contract Law]. Zeitschrift für das gesamte Schuldrecht (ZGS) 2008, 6th issue of 5.6.2008, p201.
 See in this sense Beale, ibid, p275; Christian von Bar, Hans Schulte-Nölke, "Gemeinsamer Referenzrahmen für europäisches Schuld- und Sachenrecht" [Common Frame of Reference for a European Law of Obligations and Property Law], in, Zeitschrift für Rechtspolitik 2005 Heft 5, p167; Leible, ibid, p2562; Christian von Bar, "Coverage and Structure of the Academic Common Frame of Reference", in, ERCL Vol. 3 (2007) No. 3. p352.
 Leible, ibid, p2561
 So for example Beale, ibid, pp257-265, in the same sense "The Development of European Private Law and the European Commission's Action Plan on Contract Law", in, JURIDICA INTERNATIONAL, X/2005, pp9-16; von Bar/Schulte-Nölke, ibid; Christian von Bar footnote 2
 European Commission's Communications 2001, 2003, 2004; JHA Council Position of 18 April 2008
 See the flyer on the discussion event http://www.djt.de/files/djt/67/djt_67_forum_europarecht.pdf (01.10.2008)
 Prior to the EU Eastern-Enlargement in 2004 and 2007
 Of course, the focus here only serves an illustrative purpose and should not be interpreted as a detailed analysis of the rules presented.
 Christian von Bar/Ole Lando/Stephen Swann, "Communication on European Contract Law: Joint Response of the Commission on European Contract Law and the Study Group on a European Civil Code", in, European Review of Private Law 2/2002, p226.
 Bénédict Fauvarque-Cosson, "Towards a New French Law of Obligations and Prescription? About the "Avant-projet de réforme du droit des obligations et de la prescription", Zeitschrift für Europäisches Privatrecht 2007 p430, see also Ole Lando, "L'avant-projet de réforme du droit des obligations et les principes du droit européen du contrat: analyse de certaines differences", in, Revue des Contrats (RDC) 2006/1, pp167-175.
 Ole Lando, "Principles of European Contract Law. An alternative or a Precursor of European Legislation", in, Rabels Zeitschrift für ausländisches und internationales Privatrecht 2002, p266.
 Irene Kull, "European and Estonian Law of Obligations - Transposition of Law or Mutual Influence?", in, JURIDICA INTERNATIONAL IX 2004, p36.
 Flavius Baias, "Le nouveau code civil roumain" [The New Romanian Civil Code], in Recueil Dalloz 2008, p2336.
 Reinhard Zimmermann, "The New German Law of Obligations", Oxford University Press 2005. pp30-35.
 Olaf Meyer, "Principles of Contract Law und nationales Vertragsrecht", Nomos Baden-Baden 2007, p162.
 Zimmermann, op. cit. pp33-35.
 Meyer, op. cit. p162.
 The main categories were impossibility, delay and undue performance.
 Meyer, op. cit. p163.
 The Principles use the term "impediment" in this context.
 German Federal Assembly - Printed Document (Bundestag Drucksache) 14/6040, p129; Meyer, op. cit. p167.
 Meyer, op. cit. p167.
 German Federal Assembly - Printed Document 14/6040, p129; Meyer, op. cit. p168.
 German Federal Assembly - Printed Document 14/6040, p164; Meyer, op. cit. p168.
 German Federal Assembly - Printed Document 14/6040, p131; Meyer, op. cit. p169.
 Meyer, op. cit. p169; Zimmermann, op. cit. p52.
 Zimmermann, op. cit. p52.
 Meyer, op. cit. p169; Zimmermann, op. cit. p76.
 Zimmermann, op. cit. pp57-58.
 German Federal Assembly - Printed Document 14/6040, p96, p103; also in the Recommendation for Adoption by the Juridical Committee - German Federal Assembly - Printed Document 14/7052, p178.
 Zimmermann, op. cit. p123.
 Meyer, op. cit. p169.
 Meyer, op. cit. p171; Zimmermann, op. cit. p138.
 Zimmermann, op. cit. p131.
 Meyer, op. cit. p171.
 Villu Kõve, "Applicable Law in the Light of Modern Law of Obligations and Bases for the Preparation of the Law of Obligations Act", in JURIDICA INTERNATIONAL VI/2001, pp30-31.
 Kõve, loc. cit. p 35.
 Kõve, loc. cit. p37; Irene Kull,, loc. cit. p35; see for a detailed analysis of contractual liability:,Villu Köve, "Draft Common Frame of Reference and Estonian Law of Obligations Act: Similarities and Differences in the System of Contractual Liability", JURDICA INTERNATIONAL XIV/2008, pp199-208.
 Kull, loc. cit. p42.
 Peter Schlechtriem, "The New Law of Obligations in Estonia and the Developments Towards Unification and Harmonisation of Law in Europe" in, JURIDICA INTERNATIONAL VI/2001, pp20-21.
 See on this topic Attila Harmathy, "Transformation of Hungarian Civil Law (1985-2005)", in, András Jakab, Péter Takács, Allan F. Tatham (eds.): The Transformation of the Hungarian Legal Order 1985-2005. Transition to Rule of Law and Accession to the European Union. Kluwer International 2007. pp279-286. - unabriged original version in Hungarian "A polgári jog 1985-2005 között bekövetkezett változásairól", in, Jakab András és Takács Péter (szerk.): A magyar jogrendszer átalakulása 1985/1990-2005, I. kötet. Gondolat - ELTE ÁJK, Budapest 2007. pp577-590; also Attila Harmathy,"Law of business in transition in Hungary", in, Ross Cranston, Jan Ramberg, Jacob Ziegel (eds.), Commercial Law Challenges in the 21st Century. Iustus Förlag, Uppsala 2007. pp123-135.
 1050/1998 (IV. 24.) Kormányhatározat a polgári jogi kodifikációról [Government Decision on the Codification of Civil Law]
 1003/2003 (I. 25.) Kormányhatározat az új Polgári Törvénykönyv koncepciójának elfogadásáról, valamint a polgári jogi kodifikációról szóló 1050/1998. (IV. 24.) Kormányhatározat időarányos végrehajtásáról és módosításáról [Government Decision on the Approval of the Concept of the New Civil Code, as well as on the pro rata temporis execution and on the amendment of the Government Decision no. 1050/1998]
 Lajos Vékás, "Einige Grundzüge der ungarischen Privatrechtsreform" [Some main features of the Hungarian Reform of Private Law], in, Constanze Fischer-Czermak (ed.), Das ABGB auf dem Weg in das 3. Jahrtausend: Reformbedarf und Reform; Symposium, Manz Wien 2003, p219.
 Vékás, loc. cit. pp32-34.
 Lajos Vékás, "Integration des östlichen Mitteleuropa im Wege rechtsvergleichender Zivilrechtserneuerung" [Integration of East Central Europe in the Way of Renewal of Private Law Based on Comparative Law], in, Zeitschrift für Europäisches Privatrecht 2004, pp457-458.
 András Kisfaludi, "The Influence of Harmonisation of Private Law on the Development of the Civil Law in Hungary" in, JURIDICA INTERNATIONAL XIV/2008, pp132-133.
 The Academic Draft is referred to and is to be distinguished from the legislative proposal: Lajos Vékás (ed.), "Szakértői Javaslat az új Polgári Törvénykönyv tervezetéhez" [Draft of a New Civil Code for Hungary: An Expert Proposal], Complex Budapest 2008
 For particular systematic reasons performance of a personal character is not listed here.
 Expert Proposal, pp806-807.
 Expert Proposal, p807.
 Expert Proposal, p809.
 Expert Proposal, p811.
 Expert Proposal, p813.
 Expert Proposal, p823.
 Expert Proposal, p760; the influence at this point is also outlined by Kisfaludi, loc. cit. p135.
 Expert Proposal, p761.
 Expert Proposal, p763.
 Expert Proposal, p774.
 Kisfaludi, loc. cit. p136.
 Von Bar/Clive/Schulte-Nölke, "DCFR Interim Outline Edition"- paras. 7-8, pp6-8.
 Carles Vendrell Cervantes, "The Application of the Principles of European Contract Law by Spanish Courts", in Zeitschrift für Europäisches Privatrecht (ZEuP) 3/2008, pp530-548; Danny Busch, "The Principles of European Contract Law before the Supreme Court of the Netherlands - On the Influence of the PECL in Dutch Legal Practice", in ZEuP 3/2008, pp549-562.
 Von Bar/Clive/Schulte-Nölke, "DCFR Interim Outline Edition" - paras. 15-23, pp10-13.
 Von Bar/Clive/Schulte-Nölke, "DCFR Interim Outline Edition" - para. 49, p23.
 As interpreted also by Nils Jansen,"Traditionsbegründung im europäischen Privatrecht" [Establishing Tradition in European Private Law], in, Juristenzeitung 11/2006, pp536-546.
 Von Bar/Clive/Schulte-Nölke, "DCFR Interim Outline Edition"- paras. 63-64, pp30-32.
 Irene Kull, "Reform of Contract Law in Estonia: Influences of Harmonisation of European Private Law", in JURIDICA INTERNATIONAL XIV/2008, p129.