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 "POMPARISON
OF ChrL LAW AND COMMON LAW
ProfessorChrisArnold

1. Introduction system which would serve as a defence against Romanism. When

It is fashionable to divide legal systems into different types of the second wave of Romanism struck at the end of the middle ages
legal families. Those divisions are often, based on the historical the common lawyers had already built up an elaborate system of
development of particular legal systems. The divisions also draw pleadings and writs. English lawyers by then had their own, law
on the distinctive ways of legal thinking, on the characteristic schools, located not in the Universities but in. the Inns of Court
institutions and areas of law of the systems and on the different between the City offLondon and Westminster hall. The chief study
sources of law. Such classifications are not without difficulties. in the Inns of Court was not the classical texts of Justinian but the
They can be over-emphasised. The growth of European law and writs, pleadings and feudal land law developed by the common law
the general acceptance of precedent by the European Courts are judges. One of the great achievements of William and his successors
also muddling the distinctions. The dramatic changes in Eastern. was the construction of a highly organised feudal system with the
European countries and their sudden moves or reclassifications King as the supreme overlord. The centralisation of power in the
from a socialist family to a Romanistic family have highlighted King under the Normans led to the development of an, effective
the inadequacy of many previous classifications. Nevertheless, on fiscal system within which the most important tax payers were the
any basis, it is not difficult to separate the common law tradition biggest land owners. The King's Court was the Council consisting
from continental legal families. More often. than not, however, the of King's advisors and from. that Council developed the central.
differences are differences of detail rather than. general contrasts Courts of the common law, the Exchequei, with jurisdiction over
between the two types of legal system. taxation., Common Pleas, with jurisdiction over private individual
.Thecommon law tradition, differs historically and as a matter disputes, and King's Bench, which dealt with crimes.
of approach from Continental legal systems. The tradition. of the Litigation in. the Middle Ages in, England was founded on,
English common law has been one of gradual development of writs which were letters of request or instruction from the King to
custom and cases by the judges. Historically the common law is relevant officials or judges. They were developed by the Chancellor
a case law system. and not a system of Codes. On the Continent legal and judges in an inventive but careful way throughout the Middle
development by contrast, at least since the reception, of Roman law, Ages. The writ system has developed in connection with a fixed
has been. development from interpretation of Justinian's Corpus number of remedies under the common law which were developed
Juris to codification. T1he common law comes from local custom and spread by the more inventive rules of Equity. Because of the
and courts' decisions. The great jurists of England were therefore nature of English law and its early history there arose a class of
judges. In England lawyers think concretely in terms of rights and jurists organised into a guild who became influential in. the early
remedies. Lawyers feel their way gradually from case to case filling Middle Ages. By the beginning of the 14"' (Century they were
any gaps in the system..As has been. said "On the Continent lawyers organised in several independent guilds known as the Inns of Court
operate in. ideas as rationalists. In. England lawyers think in pictures Their benchers or supervisions were the judges.
and stories as empiricists." Yet the contrast between empiricism and
rationalism can be overdrawn. 2. Familiar Distinctions
The history of the common law is marked by the Norman For English lasswyers the life of the law has not therefore been classi-
Conquest. The conquest of England by William Duke of cal logic but judicial experience. T1he common law has been. moul-
Normandy in 1066 'has been. described as "the catastrophe which ded by guilds of judges and practising lawyers. It had therefore
created the common law." In 1066 England was however already a forensic and pragmatic character and was to be found not in text
a unified nation with a central government and a system of local books but in law reports. Given. the differences in, development and
sheriffs answering to the King. It had already the beginnings of general education it is not surprising that a familiar distinction is
bureaucratic administration. The Normans brought to this a taste now drawn between the techniques of discovering and applying
for strong government and a flair for administration. Famous law the law in. England and Wales and in Continental Europe. Rosco
books were produced in the 11V' and 12' centuries describing the Pound has described this difference: "A civilian system differs from
developing common law and emphasising the special position, of a common law system much as rationalism differs from empiricism
the Royal Court. T1he development of a system of travelling judges or deduction. from. induction. The civilian naturally reasons from
and permanent Courts in Westminster of the King's Council and principles to instances, the common lawyer from. instances to prin-
the development of a complex system of writs and pleadings made ciples. Te civilian puts his faith in syllogisms, the common laswy'er
the common law of England durable and isolated. In the IF1"and in piecedents, the first silently asking himself as each new problem
l2 t centuries, compaied wsith the rest of Europe, England and its arises "what should ste do this time?" and the second asking aloud
sy'stem of law wsetc resistant to the injection of Roman law. While in the same sittiation "what did ste do last time?". The instinct of
other nations of Continental Europe weie beginning to adopt a cix'ilian is to svstematise. The ssoiking rule of tlhe common lawsy'er
Roman legal history; England ihad already developed a formularv is so/iifr' ambun/ando".

Common Law Review 5

 There are many familiar distinctions. One critical difference are said to result from the central role of jury trial and the
between Continental and English methods of legal thinking is importance attached to the preparation for trial by the lawyers. In,
said to lie in the doctrine of the binding force of precedent (stare the common law there is only a single hearing so before it begins
decisis). That doctrine establishes that every English Court is bound each party must have thought out completely its arguments
by decisions of superior Courts in the hierarchy and all. superior and evidence and must know the arguments and evidence of his
Courts and bound by their own previous decisions. A previous opponent. Unexpected evidence creates difficulties for the system.
decision is binding in the sense that it must be followed, whether or Each party, therefore, has the right to discovery and to make the
not it was handed down a year ago or earlier. English judges have of other party disclose all information and documents relevant to the
course devised various ways of distinguishing precedents to avoid trial.The lawyers present everything before the Court in, a process
following a previous case that is unsatisfactory. Some courts are not which encourages the judge to be silent and to listen attentively.
now bound by their previous decisions -such as the House of Lords The system is adversarial. English judges are often, advised 'not to
and the Court of Appeal in certain circumstances. A previous descend into the legal arena for you are liable to 'have your vision
decision is binding only where its ratio decidendi covers the facts of clouded by the dust of the conflict. Judges who open their mouths
the dispute. Judges and lawyers spend a lot of time discovering the close their minds." Discovery and the adversarial procedure require
ratio decidea.di of a particular case and distinguishing it from obiter the parties to battle out their conflicts before a passive judge; to put
dicta. A quick look around the Continent shows that matters are all the cards on the table and generally to avoid surprises. In the
not reallyvery different there. Although there is no legal rule which civil law system judges have a stronger role. They are entitled to
compels civil law judges to follow the decisions ofhigher Courts the question the parties and advise the lawyers and witnesses in order
reality is different, Even a single precedent established by a superior to get a truer and more complete picture. The Continental civil trial
Court will usually be followed in Europe. It has been said that the is inquisitorial. But these differences between an inquisitorial and
practical difficulties in the doctrine of stare decisis in the common accusatorial system can be over-emphasised: The differences are in
law and Continental Courts are 'microscopic". The new European the detail. In discovery all documents must be disclosed subject to
Courts of Justice also follow precedent. privilege, not just those documents the other side knows about. In
In the matter of statutory construction there are also said to be the US there may even be cross examination on discovery.
familiar and characteristic differences between the methods of the
two families of law. The rule of common law isthat Statutes are 3.Practical Distinctions
exceptional and must be narrowly construed and precisely applied In. many ways the sharpest distinctions between the common law
because they are deviations from the unwritten common law. It and civil law are to be seen in the differences in legal practice. These
is true and astonishing that English Courts can be surprisingly difference do not always follow from the familiar distinctions which
pedantic in. their construction of Acts of Parliament. In Fisher are described in, the books of comparative law.
v .Bell[19611 a statute made it a criminal offence to offer a flick knife One important difference occurs in the styles of giving legal
for sale. The accused displayed flick knives in his shop window advice. In the common law tradition the general style for legal. advice
with a price attached to each knife. le was acquitted. The display to clients is a letter, memorandum or opinion. These documents are
of goods in a shop window was technically not an. offer to sell structured, precise and brief. Advice is tailored to specific questions.
but simply an invitation to buy. The offer to buy was given by the There is very rarely a reference to cases or Statutes and "ifthere
customer and that offer could be accepted or rejected by the shop is, they are abbreviated rather than discussed in full. Advice is
keeper. A technical distinction in contract law, therefore, between. commercial and business like, It is often highly recommendatory
an.offer to sell. and an invitation to buy was used to interpret the and proposes courses of action for clients. It is never written like an
Statute narrowly. But such cases are now rare. essay or a debate. Of course there are varieties of advice and different
In recent years there has been. atrend away from literal methods, But we tend to stress actions rather than options.
interpretation towards a more purposeful construction of Statutes. There is also an important difference between the systems in
It is now possible for Courts to look at the explanations given while the styles of drafting contracts where oral. contracts are not used.
a Bill is passing through parliament in order to construe a Statute Common law contracts are voluminous and precise. They tend to
and in. many ways the techniques of construction between England deal with all the possibilities and comprehensively cover the rights
and the Continent are becoming closer. The more important and poxwers of the parties to the contract. Even in cases wshere
diffeience now is probably in. statutoiy draffing rather than statutory rights and duties can be implied by law or Statute it is frequently
construction. English Statutes are as precise as possible and they tlhe case that those terms are expressly stated in the contract to
go into great detail even on trivial points. They adopt a form of make it compiehensive. There is a preference toi express terms. The
expression w~shich is offen complex and pedantic. Acts of Parliament rules on binding contracts were established in Carill v, Carbolic
are diaffed in England by specialist staff, wheieas on.the Continent So.moke .Bali Co [18931. The defendants pioduced an adxertisement
laws are draffed in relevant Ministries. Nevertheless, modem. in a newspaper advertising a smoke ball. as a cure for influenza and
English Statutes are changing because of the influence of European other illnesses. The plaintiff on the faith ot the advertisement bought
Directives, by the use ot preparatoiy materials, and because ot tlhe a smoke ball and used it as directed three times a day for eight weeks.
movement of Clarity and plain English in. draffing. She caught influenza, The Court of Appeal held that she was entitled
One area in which it is assumed that theie are significant to £100 as piomised in tlhe adsveitiseinent The makers ot the smoke
diffeiences between common law and civil. law is in the area of ball had lodged I1,000 at a bank tor the purpose ot showing their
procedural. law. The peculiarities of the common law procedures seriousness. The advertisement stated that £100 would be paid to any

6 Common Law Review

person, contracting influenza after using the smoke ball according a general principle of liability has now been developed. The common
to directions. The Court held that the advertisement was an. offer to law system, however, still adheres to separate claims and torts and
the world at large that could be ripened into a contract by anyone separate remedies. This is the case notwithstanding the importance
who came forward and used the smoke ball. The consideration for of Donoghue v Stevenson [1932] and the developments of a remedy
the contract was not the purchase of the smoke ball but using it three for negligence. Although the tort of negligence has taken over and
times a day as directed. The case was different from. an. advertisement replaced most other torts it has not done so completely.
of sale in a shop window because of the payment into the bank. of In Donoghue v Stevenson the plaintiff, a young newly married
1,000. The contract was not a wagering contract or a contract of shop assistant, drank ginger beer from a bottle which was
insurance but a definite offer, without vagueness, which matured purchased by her friend in a cafe in Scotland. The bottle was made
into a contract when accepted. The case is the foundation for all the of dark opaque glass. After drinking some of the contents from
elements of a binding contract in English law. the bottle a decomposed snail floated out of the bottle and into her
There are differences in styles of negotiation. In the common glass. The plaintiff suffered shock and severe gastro-enteritis. She
Law tradition parties negotiate towards a -leads of Terms to create sued the manufacturer of the bottle and not the distributor since
a deal. Those theads of Terms are normally not binding, apart from she had not purchased the ginger beer bottle herself. The house of
references to confidentiality. Drafts are negotiated to protect the Lords held that a manufacturer who made food, medicine or drink
interests of parties and to ensure that the intentions of the parties which was sold by him to a distributor and by a distributor to an.
are reflected in the words used. There is no accepted obligation ultimate consumer was under a legal duty to take reasonable care
in English law to negotiate in good faith and although fraud will that the article did not cause injury to health. In this case, the article
provide remedies, the absence of good faith is not a ground for could not be inspected by the distributor or consumer prior to
legal complaint. Contracts which are general. or in the nature of consumption. T1he case established the tort of negligence in, English
a framework agreement, or which leave important topics to be law and has been used since to establish legal liability for products,
decided in the future are unenforceable in English law. An agreement professional advice, occupiers of premises and other categories. The
to agree is unknown. The concept of good faith is unusual in English duty to take reasonable care has become the foundation for not just
law. We prefer reasonableness and due diligence as concepts. negligence, but nuisance and other torts.
In -PagnanSPA. v Feed Products [19871 the parties negotiated for The best example of the priority of remedies lies in the remedy
the sale and purchase of corn feed pellets for animals. Negotiations of tracing.
led to the exchange of telexes between, the parties which dealt with
the price, terms of shipment and payment. The flurry of telexes 4. Tracingj
continued. In some cases terms were accepted and in some cases One peculiar common, law remedy, or rather Equitable remedy,
rejected. The Court had to decide on, the facts and evidence whether since it was developed in Equity, is tracing. It has dramatic effects
a binding contract had been. made. In its decision the Court held that on the law on insolvency. Tracing describes a proprietary claim
an. agreement to agree on. future terms was unknown to English law and remedy which is available to a beneficial. owner. The process
and not binding. Unless the parties are agreed on, all the essential of tracing enables a beneficial owner to recover his property from
terms there is no agreement. a third party into whose hands property has come. It is a process
There are differences in the role of lawyers and the dominance by which the plaintiff traces what has happened to his property,
of common lawyers in, certain international transactions such as identifies the persons who have handled or received it and justifies
privatisations, bonds and financial products. In. the common law his claim that the m.oney which they retain can properly be regarded
tradition lawyers work in global markets and have developed as representing his property. It developed in connection ,with the
banking law in a way that supports international transactions. The protection of beneficiaries under trusts but is now much wider.
common law tradition supports thousands of lawyers, more than T1he claim to trace is based on the retention of a beneficial interest
perhaps in, the civil law, and in huge firms supporting these large in the property. Tracing is the process under which the right to
transactions. Some of this development is due to the dominance of restitution is the remedy and unjust enrichment the cause of that
US capitalism and its need for international transactions. But much remedy. Since a tracing claim is essentially restitutionary it cannot
of it is due to the way lawyers have infiltrated business be raised against the bona fide purchaser of value of the legal. estate
life and bave created legal transactions to support the grosth of nwit bout notice, It is also true now that an innocent change of posit ion
business. Outsourcing contracts and Mareva injunctions are twso is a good defence against tracing. If a plaintiff succeeds in tracing
recent examples of creative legal work in, action. his pioperty in its original form or in its changed fornm, the plaintiff
In the common lass crucial importance is attached to the may claim a proprietary remedy to restnie a mixed or unmixed suns
particular causes of action and especially to the remedies sought of money. The proprietary renmedy has many advantages. If a trustee
in connection withb a dispute. There is for instance no general lass ni other party in, a fiduciary relationship becomes bankrupt and
of tort and English Ian consists of a whole series of tnirtious claims uses trust funds in, breach of trust the beneficiary can. tiace the
and remedies without any unifying theme for compensation. There trust funds, even. in an altered form. Tiust pioperty does not pass
are just specific and different types of liability. Similarly theie are to a trustee in bankruptcy or to a liquidator and does not become
diffeient types of injunctions and different types of nmoney claim. available to a trustee's creditors. The existence of a pioprietary right
The Maiesa injunction is a good exanmple of a remedy used to is fundamental to tlhe law of insolvency. Where a proprietary right
develop a new aiea of law. In Continental law thbe old distinction is established the property is not an asset of the insolvents estate
between different delicts has been ironed out to the point that and is not available for distribution. to unsecured creditors.

Common Law Review 7

 The leading case on tracing isre Diplock [1948]. The general issue, there is little compromise. The same sharp division, exists
principle laid down in re Diplock is that whenever there is an in connection with corporate structures and the powers given, to
initial trustee or fiduciary relationship the beneficial owner of an. directors. In, connection with losses caused bymistake or frustration
interest in property can trace property into the hands of anyone under contracts of sale and purchase, a similar distinction exists.
holding the property, except the bona fide purchaser. Knowledge These matters are explored in, this section.
will make a purchaser liable under the equitable tracing remedy. It Traditionally, the common law has been fiercely pro-creditor. In,
is also settled at the moment that there is no right to trace unless broad terms, insolvency and bankruptcy laws must either favour
some kind of fiduciary relationship exists. It is not enough merely creditors or debtors. Where they favour creditors, jurisdictions
to show a case of unjust enrichment. A wide meaning is given. to allow lenders such as banks, bond holders and leasing companies
the notion of a fiduciary relationship. It covers the relationship to protect themselves on an insolvency by security, by assignment
with agents, professional advisers and any cases where property is or by set-off. The common law favours the providers of capital. since
stolen or obtained by traud. In those circumstances Equity imposes it is the depositors and tax payers who bear the risk ifthe loan fails.
a constructive trust and creates a fiduciary relationship. The remedy Pro-debtor jurisdictions maximise the assets of the insolvent in
is flexible and enables the Courts to identify money in. a mixed fund order to increase the assets available for distribution. This approach
and where it has been. used to purchase property. The right to trace tries to save insolvent companies and insists that all lenders and
exists where the person, receiving fiduciary property is an innocent capital providers should contribute to the rescue of a company.
volunteer. Ifthere is no mixing the innocent volunteer must restore Increasing the debtors assets improves the position of unsecured
the property. Ifthe volunteer mixes money with his own or receives creditors. There are many examples in the common law which show
it already mixed he must admit the claim of the equitable owner its pro-creditor approach. These matters include the development
but may set up his own claim in respect of his own monies which of universal charges, the protection afforded by floating charges,
have contributed to the mixed fund. The volunteer, however, has the use of trusts and tracing and the development of assignment
no priority and the parties share parri passti in the fund. Where without notice. All these matters remove assets from. the estate of
fiduciary property is used in the purchase of further property by the debtor. Other examples of protection given to creditors include
a trustee or fiduciary the beneficiary is entitled to any profit made the development of receivership for banks, the use of Romalpa
out of the purchase of property. The rules here are somewhat clauses and retention of title provisions in sales contracts. Although
complicated and depend on the kind of mixing that takes place, it ispossible to change bankruptcy laws, in practice this isoften
whether it is inside or outside a bank. account and whether any difficult and the distinction between. pro-debtor and pro-creditor
monies are withdrawn before mixing or before purchase. jurisdictions is maintained. Most common law jurisdictions are
Tracing is only possible within, the common law system so long strongly or mildly pro-creditor. Most civil law jurisdictions are
as the fund which belongs to the beneficiary can be followed, i.e. strongly or mildly pro-debtor. There are some examples of civil.
located and identified. The right to trace presupposes the continued law jurisdictions such as Italy, Germany or Scandinavia where the
existence of money or mixed funds or property. Ifon the facts of any bankruptcy laws are also pro-creditor. The countries of Central.
individual case continued existence is not established because the and Eastern Europe vary between pro-debtor and pro-creditor
money has been dissipated or wasted then the right to trace comes jurisdictions.
to an end. A constructive trust may however be used then. The right All. legal systems recognise corporate structures and identify
to trace is lost even if the innocent volunteer uses trust money to pay companies as separate legal. personalities. Modem business would
off a debt. Ifthe debt is extinguished the right is lost. The general be impossible without the presence of the company as a separate
principle for all these features of the right to trace was established legal entity. A major distinction exists however within company
in. re Diplock [1948]. laws between pro-director and pro-shareholder rules. Pro-director
rules allow directors to ratify breaches of duty, to retain profits
5.Real distinctions and differences between jurisdictions with the consent of the Board, to manage and control the share
There is no necessary connection between the family or type of activities of the company and to deal with matters relating to new
legal system and the content of its laws. All legal systems could shares, dividends and charges. The company resolution and the
introduce 'legislation to carry out reform and to alter the existing development of rules on. unfair prejudice also favour directors.
legal rules. There is no reason in pinrciple why civil lass systems They allox the directors to manage a company without interference.
could not introduce trusts or tracing. In fact, many civil. law sy stems Common lass juiisdictions tend to favour directors. The rules
have introduced or do recognise the concept of divided owsnership. relating to majority rule, Foss i, IFarbottlc,resolutions and possers of
There is no reason in piinciple why common lass sy'stems could not directors have been developed in the common laxs as tavouring the
introduce inquisitoiial systems or Codes. In fact, many common possers of directois. The rules on.u/tna vices and lifting the xeil haxe
law countries haxe introduced commeicial Codes and Inquisitorial also been. developed to ensure that the control ot the company and
sy'stems. its subsidiaries is confined to directois. In many jurisdictions rules
The real distinction betsseen, jurisdictions lies not so much in haxe been. developed xshich give significant possers to shareholders,
their ihistory or sources of laws, but on fundamental questions relating including minority shsareholders and xs'lich impose restrictions on
to the support gix'en by a legal sy'stem to debtors oi to creditors, to the activities of directors, in favour of the owners ofthe company. The
directors or to shareholders, to purchasers or to sellJers. All legal distinction betxseen pro-director and pro-shareholder jurisdictions
sy stems have to decide in tlhe area of :liquidation and bankruptcy is not entirely the sanse as thsat betsseen common lJass and cix'il lass
whether their laws will be pro-debtor or pro-creditor. On this jurisdictions but overlaps with that distinction.

8 Common Law Review

 In the case of contracts for the sale of goods and services and Many of the distinctions between civil law and common law,
in the case of leases, all legal systems have to decide whether to distinctions identified bythe differences of remedies and the presence
support the purchaser (tenant) of goods or the seller (landlord) of unusual institutions, can. be explained by ageneral division
of goods when the subject matter of the contract does not exist, is between, legal. systems. The distinction between pro-creditor, pro-
incapable of performance or is destroyed. These cases of mistake and seller and pro-director jurisdictions and jurisdictions which favour
frustration create very difficult problems. In general, legal systems debtors, purchasers and shareholders, is a fundamental commercial
have to decide whether to allow the burden, of a void transaction, to distinction and a practical. one foir practitioners in the different
fall on one party or the other. If property is destroyed, under a lease, families of law.
then a decision has to be made whether the entire rent should be
paid or whether the landlord should be deprived of his income. Prof. Chris Arnold is a Graduate of University College London and
Where goods are sold or services rendered under a contract and Balliol College, Oxford. le was formerly a .ProfessoroffLaw at De
the parties are unaware that the goods no longer exist or that the Mont/brt University fLeicester, fis other teachingposts include
services have become impossible to perform, a legal. system must University College London, Sydney University and Osgoode f/all. f e
decide whether the purchaser should have to pay for the goods or is a solicitor and a legal expert on legislative drafting, [is experience
services, or whether the seller should bear those costs. These are not includes draftingas a Consultantfor the European Commission in
easy questions and legal systems are divided on where these burdens connection with accession coun.tries in Central and Eastern Europe
should fall. In general, the common law systems do not favour under Phare and other programmes, draftingas a Consultanitfor
doctrines of mistake and frustration.. They limit the operation of t/e UN in connection with agencies and countries where UN is the
these doctrines, they tend to impose continuing obligations on. government in place, and drafting as a Consultant /br the World
purchasers, tenants and suppliers of services. This bias favours the Bank in Africa and other continents under World Bank programmes.
commercial parties and stronger parties in bargained contracts
and encourages the development of Insurance. Other legal systems
have generous doctrines of mistake and frustration and tend to
favour in consequence the purchaser of goods by imposing costs of
transactions on the seller of goods.

A"SELLING] GODSD ACRODSS THE CHANNEL

Comparative Aspects of an International Sales Contract
Ondrej Vondracok%

1. Introduction law not dealt with in the Vienna Convention are regulated by the
Imagine a successful, business meeting between Czech and English Commerical Code and other relevant provisons ofCzech municipal
businessmen. A deal is struck, and a commercial relationship law.
is established. A contract for the international sale of goods is to
be drafted. Incidentally, it will be governed by English law. What 2.1International instruments under English Iaw
should a Czech party expect from an English law governed contract Unlike the Czech Republic,' the United Kingdom has neither signed
for international sale of goods? Ilow would it differ from an, interna- nor ratified the Vienna Convention. Instead, the United Kingdom
tional sales contract relating to goods governed by Czech law? acceded to the Hague conventions on uniform sales laws of 1.sJuly
1964: the Convention relating to a Uniform Law on the International
2. Which English law rules will govern the substance Sale of Goods (the ULIS) and the Convention relating to a Uniform
of an international sales contract? Law on the Formation of Contracts for the International Sale of
The first thing to determine is which rules from. the voluminous Goods (the U LFIS). The ULIS and ULFIS were implemented by
corpus of English law will deal with the contract for the interna- the Uniform Laws on International Sales Act 1967. They came into
tional sale of goods between an English and a Czech party? If the force in 1972. IHowever, due to the reservations expressed by the
above mentioned sales contract had been subject to the Czech law, UK government, their provisions apply only if the parties expressly
unless expressly excluded, it would have been governed by the stipulate so in the contract. Consequently, both the ULIS and
United Nations Convention on Contracts for the International Sale ULFIS "had comparatively little effect, and in the United Kingdom
of Goods (1980)' (the Vienna Convention).' The areas of contract virtually none.' Despite their limited use, when concluding a con.-

Common Law Review 9