The European Commission published its proposal for a Regulation establishing an optional Common European Sales Law (CESL) on 11 October 2011. It aims to facilitate trade by offering a single set of rules for cross-border contracts in all 27 EU countries (see our Client Bulletin of 8 November 2011 for more information).

The European Parliament Legal Affairs Committee has now published a draft report on the CESL. The Report proposes that the scope of the CESL should be limited to distance contracts, in particular online contracts. In addition, it is proposed that the definition of a consumer should be extended to include persons who conclude contracts for purposes partly within and partly outside the person's trade, provided the trade purpose is limited so as not to be the predominant purpose.

The Report further proposes changes to the definition of good faith and fair dealing, so as to clarify that that principle is not intended to prevent parties from driving a hard bargain, but rather to ensure that no party should abuse its rights.

Draft Report on proposed CESL