Chapter 11. Validity of contract terms

The Chapter concerns invalidity of the contract or any of its terms in the frame of international contractual transactions. The starting point is a brief overview on general theory, as invalidity has always been a highly disputed issue among scholars. The focus shifts then to the conflict between the needs of contractual practice and those expressed by national rules on validity requirements and the consequences of a lack thereof. Those provisions are in fact the pin around which the whole subject revolves, given that international sources, especially the CISG, usually neglect it. For this reason, international contracts are expected to face, as far as possible, all that raw legal material critically, either putting it aside or taking it by the hand towards the desired outcomes filling its gaps or correcting its possible imperfections. The next step therefore is to outline the leading provisions on the subject, without which an overall assessment could hardly be made. At this stage, the time will have come for practical tips, designed either for parties on an equal footing or for parties in different bargaining positions. For this purpose, a short sampling of clauses is provided to illustrate the possible outcomes of contractual dealings. Finally, the Chapter suggests further literature on international contractual practice.