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 Commission originally planned to have the law agreed by 1 January 2013, however the proposal has not yet had its first reading in the European Parliament.
The Legal Affairs Committee of the European Parliament recently issued a Working Document highlighting the main issues considered to be crucial for debate. Such issues include: the legal basis for the CESL; its optional nature which has come up against some resistance; its relationship with the Rome I Regulation; whether confusion and uncertainty might result from limiting its scope to B2B contracts where one of the parties is an SME, and whether the limitation to cross-border contracts might jeopardise the advantages the CESL can offer.
In regard to the Annex to the proposal containing the CESL rules, the Working Document notes that the scope of restrictions on unfair contract terms, and the relevant test, will need to be clear and sufficiently close to the Unfair Contract Terms Directive, in order to ensure that reference can be made to the case-law of the ECJ.
A conference with national parliaments on the proposed Regulation is due to be held on 27 November 2012.