EU Contract Law: In Search of a Common Core

Abstract: Contracts in the EU operate in a complex legal environment. Depending on the situation, they are subject to a patchwork of national, European, and international rules. As a result, economic operators exercising the ‘four freedoms’ find themselves in a great ocean of private international law, containing smaller islands of EU law and national rules. This paper explores some of the fundamental issues arising from the existing legal structure of the EU contract law acquis communautaire. It attempts to determine if the structure supports the internal market objective of establishing a common market without internal frontiers enshrined under Article 3(3) TEU and Article 26 TFEU. In examining these issues, it discerns that the current framework is inadequate to bridge the eventual normative issues that arise in the long run, as a result of the fragmented nature of European contract law. Therefore, failing to deliver the requisite level of legal certainty for cross-border transactions envisioned for the completion of the internal market project. The paper concludes with observations on structural and formal suggestions on the policy options available for progress towards a more integrated European contract law, in particular, the importance of judicial governance and the added responsibility of the EU legislature in matters of policy impacting contract law.