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Maltese Laws |
ROME CONVENTION ON CONTRACTUAL OBLIGATIONS (RATIFICATION) ACT
To provide for the Ratification of the Accession Convention of the 14
April 2005 to the 1980 Rome Convention on the law applicable to contractual obligations and to the First and Second Protocols thereof.
ACT III of 2006.
4th April, 2006
Contractual Obligations (Ratification) Act.
"2005 Accession Convention" means the Convention of the 14
April 2005 on the Accession of the Czech Republic, the Republic of Estonia, the Republic of Cyprus, the Republic of Latvia, the Republic
of Lithuania, the Republic of Hungary, the Republic of
Malta, the Republic of Poland, the Republic of Slovenia and the Sl ovak Repub lic t o t h e Con v ent i on on the l a w app licab
le to contractual obligations opened for signature in Rome on the 19
June 198 0 and to the First and Second Protocols thereto on int e rp ret a ti on by th e Co ur t o f Justi ce o f the Eur
opean Communities;
"Contracting State", in relation to and for the purposes of the Rome Convention, as having the force of law in Malta, means
those Member States of the European Union that are from time to time parties to the Rome Convention and which are from time to time
specified by the Minister by an order made under article 4;
"the Minister" means the Minister responsible for justice;
"prescribe" means prescribe by regulations made under this Act;
"Rome Convention" means the Convention on the law applicable to contractual obligations opened for signature in Rome on
the 19
Jun e 1980 an d the First and Second Protocols th ereto on int e rp ret a ti on by th e Co ur t o f Justi ce o f the Eur
opean
Communities.
2005 Accession Convention.
(2) Such order shall specify the date of coming into force of the Rome Convention, as between Malta and any State specified in the order.
Short title. Interpretation.
Ratification of
2005 Accession
Convention.
Contracting States.
Rome Convention to have force of law.
(2) The 2005 Accession Convention and the Rome Convention shall be included in the First and Second Schedules respectively of this Act and the said schedules may from time to time be amended as may be prescribed by the Minister for the purpose of being kept updated with the official text of the said Conventions as appearing in the Official Journal of the European Union.
Power to make regulations.
FIRST SCHEDULE CONVENTION
ON THE ACCESSION OF THE CZECH REPUBLIC, THE REPUBLIC OF
ESTONIA, THE REPUBLIC OF CYPRUS,THE REPUBLIC OF LATVIA, THE
REPUBLIC OF LITHUANIA, THE REPUBLIC OF HUNGARY, THE REPUBLIC OF MALTA, THE REPUBLIC OF POLAND, THE REPUBLIC OF SLOVENIA
AND THE SLOVAK REPUBLIC TO THE CONVENTION ON THE LAW
APPLICABLE TO CONTRACTUAL OBLIGATIONS OPENED FOR SIGNATURE IN ROME ON 19 JUNE 1980, AND TO THE FIRST AND SECOND PROTOCOLS
ON ITS INTERPRETATION BY THE COURT OF JUSTICE OF THE EUROPEAN COMMUNITIES
THE HIGH CONTRACTING PARTIES TO THE TREATY ESTABLISHING THE EUROPEAN COMMUNITY,
BEARING IN MIND the Act concerning the conditions of accession of the Czech Republic, the Republic of Estonia, the Republic of Cyprus,
the Republic of Latvia, the Republic of Lithuania, the Republic of Hungary, the Republic of Malta, the Republic of Poland, the Republic
of Slovenia and the Slovak Republic, and the adjustments to the Tr eaties on which th e European Union is founded, and in particular
Article 5(2) thereof,
RECALLI NG t h at by b ecomi ng Memb er s o f th e Eur o p e an Uni o n , th e new Member States undertook to accede to the Convention
on the Law applicable to Contractual Obligations, opened for signature in Rome on 19 June 1980, and to the First and Second Protocols
on its interpretation by the Court of Justice as modified by the Convention signed in Luxembourg on 10 April 1984, on the accession
of the Hellenic Repub lic, t h e Conventi on signed in Funchal on 18 May 1 992 on the accession of the Kingdom of Spain and the Portuguese
Republic, and the Convention signed in Brussels on 29 November 1996 on the accessio n of the Republic of Austria, the Republic of
Finland and the Kingdom of Sweden,
HAVE AGREED AS FOLLOWS:
TITLE I
GENERAL PROVISIONS Article 1
The Czech Republi c , the Republic of Es tonia, the Republic of Cyprus, the Republic of Latvia, the Republic of L ithuania, the Republic
of Hungary, the Republic of Malta, the Republic of Poland, the Republic of Slovenia and the Slovak Republic hereby accede to:
(a) the Convention on the Law applicable to Contractual Obligations, opened for signature in Rome on 19 June 1980, hereinafter
referred to as ‘the Convention of 1980’, as it stands following incorporation of the adjustments and amendments made thereto
by:
- the Convention signed in Luxembourg on 10 April 1984, hereinafter referred to as “the Convention of
1984”, on the accession of the Hellenic Republic to the Convention on the Law applicable to Contractual Obligations,
- the Convention signed in Funchal on 18 May 1992, hereinafter referred to as “the Convention of 1992”, on the accession
of the Kingdom of Spain and the Portuguese Republic to the Convention on the Law applicable to Contractual Obligations,
- “the Convention of 1996”, on the accession of the Republic of
the Convention on the Law applicable to Contractual Obligations; (b) the First Protocol, signed on 19 December 1988, hereinafter
referred to
as ‘the First Protocol of 1988’ on the interpretation by the Court of
Justice of the European Communities of the Convention on the Law applicable to Contractual Obligations, as it stands
following incorporation of the adjustments and amendments made thereto by the
Convention of 1992 and the Convention of 1996;
(c) the Second Protocol, signed on 19 December 1988, hereinafter referred to as ‘the Second Protocol of 1988’, conferring on
the Court of Justice of the European Communities certain powers to interpret the Convention on the Law applicable
to Contractual Obligations.
TITLE II
ADJUSTMENTS TO THE FIRST PROTOCOL OF 1988
Article 2
The following indents shall be inserted in Article 2(a): (a) between the first and the second indents:
“ - in the Czech Republic:
Nejvyšší soud České republiky
Nejvyšší správní soud’
(b) between the third and the fourth indents: “ - in Estonia:
Riigikohus”
(c) between the eighth and the ninth indents: “ - in Cyprus:
Avώτατο Δικαστήριο”
- in Latvia:
Augstākās Tiesas Senāts
- in Lithuania:
Lietuvos Aukščiausiasis Teismas
Lietuvos vyriausiasis administracinis teismas” (d) between the ninth and the tenth indents:
“ - in Hungary:
Legfelsõbb Bíróság
- in Malta:
Qorti ta’ l-Appell”
(e) between the eleventh and the twelfth indents: “ - in Poland:
Sad Najwyzszy
Naczelny Sad Administracyjny”
(f) between the twelfth and the thirteenth indents: “ - in Slovenia:
Ustavno sodišče Republike Slovenije
Vrhovno sodišče Republike Slovenije
- in Slovakia:
Najvyšší súd Slovenskej republiky”.
TITLE III
FINAL PROVISIONS Article 3
1. The Secretary-General of the Council of the European Union shall transmit a certified copy of the Convention of 1980, the
Convention of 1984, the First Protocol of 1988, the Second Protocol of 1988, the Convention of 1992 and the Convention of
1996 in the Danish, Dutch, English, Finnish, French, German, Greek, Irish, Italian, P o rt ug uese, Sp ani s h an d Swed ish lan
g u a g e s to t h e Gov e rn men t s of th e Czech
Republic, the Republic of Estonia, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania, the Republic of Hungary,
the Republic of Malta, the Republic of Poland, the Republic of Slovenia and the Slovak Republic.
2. The texts of the Convention of 1980, the Convention of 1984, the First Protocol of 1988, the Second Protocol of 1988, the
Convention of 1992 and the Con v enti on of 199 6 i n t h e Czech, Esto ni an , Hu ngari an , Lat v i a n , Lith uani an , Maltese,
Polish, Slovakian and Slovenian languages shall be authentic under the same conditions as the other texts of the Convention of 1980,
the Convention of
1984, the First Protocol of 1988, the Second Protocol of 1988, the Convention of
1992 and the Convention of 1996.
Article 4
This Convention shall be ratified by the signatory States. The instrum ents of rat ification shall be deposited with the Secretary-General
of the Council of the European Union.
Article 5
1. This Convention shall enter into force between the States which have ratified it, on the first day of the third
month following the deposit of the second instrument of ratification.
2. Thereafter, this Convention shall enter into force, for each signatory State which subsequently ratifies it, on the first
day of the third month following the deposit of its instrument of ratification.
Article 6
The Secretary-General of the Council of the European Union shall notify the signatory States of:
(a) the deposit of each instrument of ratification;
(b) the dates of entry into force of this Convention for the Contracting
States.
Article 7
Th is Convention, drawn up in a singl e o ri gin al in th e Cze ch, Da nish , Du tch, Eng l is h, Est o ni an , Fi nn i s h, Fren
ch , Ge rman, Greek, Hungari an, Irish, Itali a n, Latvian, Lithuanian, Maltese, Polish, Portuguese, Slovakian, Slovene, Spanish
and Swedish languages, all 21 texts being equally authentic, shall be deposited in the archives of the General Se creta riat of th
e Co un ci l of th e European Union. T he Secretary-General shall transm it a cer tified copy to the Government of each signatory
state.
five.
(Signatories)
Joint declaration by the High Contracting Parties concerning the deadlines set for ratification of the Accession Convention
“The High Contracting Parties, meeting in the Council at the time of the signature of the Convention on the accession of the Czech
Republic, the Republic of Estonia, th e R epu bli c of Cy prus, t he Rep ub lic of La tvi a, t he Rep ubl ic of Li th uan ia, the
Republic of Hungary, the Republic of Malta, the Republic of Poland, the Republic of Slov en ia and the Slov ak Republ ic to t h e
1980 Rome Conventio n on the law applicable to contractual obligations, declare that they will take the necessary steps to ratify
this Convention within a reasonable time and, if possible, before December
2005.”
Declaration by the Member States concerning the timing of the submission of a proposal for a Regulation on the law applicable to contractual
obligations
“The Member States request that the Commission submit, as soon as possible and at the latest by the end of 2005, a proposal for
a Regulation on the law applicable to contractual obligations.”
Joint Declaration by the Member States on the exchange of information
The Governments of the Kingdom of Belgium, the Czech Republic, the Kingdom of Denmark, the Federal Republic of Germany, the Republic
of Estonia, the Hellenic Republic, the Kingdom of Spain, the French Republic, Ireland, the Italian Republic, the Republic of Cyprus,
the Republic of Latvia, the Republic of Lithuania, the Grand Duchy of Lux e m bour g, the Repub lic of Hung ary, the Repu blic o
f Malta, the Kingdom of the Netherlands, the Republic of Austria, the Republic of Poland, the Portuguese Republic, the Republic of
Slovenia, the Slovak Republic, the Republic of Finland, the Kingdom of Sweden and the United Kingdom of Great Britain and Northern
Ireland,
on sign ing the 2005 Convention on accessio n to the Con v ent i on on t h e law applicable to contractual obligations, opened for
signature in Rome on 19 June 1980, and to the First and Second Protocols on interpretation by the Court of Justice of the European
Communities, as amended,
desiring to ensure that the prov isi ons of th e First Prot ocol are appli e d as effectively and as uniformly as possible,
declare themselves ready to organise, in cooperation with the Court of Justice of the European Communities, an exchange of information
on judgments which have become res judicata and have been handed down pursuant to the Convention on the law applicable to contractual obligations by the courts referred to in
Article 2 of the said Protocol. The exchange of information will comprise:
- the forwarding to the Court of Justice by the competent national authorities of judgments handed down by
the courts referred to in Article 2(a) of the First Protocol and significant judgments handed down by the courts referred
to in Article 2(b) of that Protocol,
- the classification and the documentary exploitation of these judgments by the Court of Justice including, as far as necessary,
the drawing up of abstracts and translations, and the publication of judgments of particular importance,
- the communication by the Court of Justice of the documentary material
and to the Commission and the Council of the European Communities.
SECOND SCHEDULE
Convention on the law applicable to contractual obligations (consolidated version) First Protocol on the interpretation of the 1980
Convention by the Court of Justice
(consolidated version)
Second Protocol conferring on the Court of Justice powers to interpret the 1980
Convention (consolidated version)
CONVENTION
on the law applicable to contractual obligations opened for signature in Rome on 19 June 1980
PREAMBLE
THE HIGH CONTRACTING PARTIES to the Treaty establishing the European
Economic Community,
ANXIOUS to co ntin ue in the field o f private internation a l law the wo rk o f unification of law which has already been done within
the Community, in particular in the field of jurisdiction and enforcement of judgments,
WISHING to establish uniform rules concerning the law applicable to contractual obligations,
HAVE AGREED AS FOLLOWS:
TITLE I
SCOPE OF THE CONVENTION Article 1
Scope of the Convention
1. The rules of this Convention shall apply to contractual obligations in any situation involving a choice between the laws of
different countries.
2. They shall not apply to:
(a) questions involving the status or legal capacity of natural persons, without prejudice to Article 11;
(b) contractual obligations relating to:
- wills and succession,
- rights in property arising out of a matrimonial relationship,
- rights and duties arising out of a family relationship, parentage, marriage or affinity, including maintenance obligations
in respect of children who are not legitimate;
(c) obligations arising under bills of exchange, cheques and promissory notes and other negotiable instruments to the extent
that the obligations under such other negotiable instruments arise out of their negotiable character;
(d) arbitration agreements and agreements on the choice of court;
or unincorporate such as the creation, by registration or otherwise, legal capacity, internal organization or winding up of companies
and other bodies corporate or unincorporate and the personal liability of officers and members as such for the obligations of the
company or body;
(f) the question whether an agent is able to bind a principal, or an organ to bind a company or body corporate or unincorporate,
to a third party;
(g) the constitution of trusts and the relationship between settlors, trustees and beneficiaries;
(h) evidence and procedure, without prejudice to Article 14.
3. The rules of this Convention do not apply to contracts of insurance which cover risks situated in the territories of the Member
States of the European Economic Community. In order to determine whether a risk is situated in those territories the court shall
apply its internal law.
4. The preceding paragraph does not apply to contracts of re-insurance.
Article 2
Application of law of non-contracting States
Any law specified by this Convention shall be applied whether or not it is the law of a Contracting State.
TITLE II
UNIFORM RULES Article 3
Freedom of choice
1. A contract shall be governed by the law chosen by the parties. The choice must be expressed or demonstrated with reasonable
certainty by the terms of the contract or the circumstances of the case. By their choice the parties can select the law applicable
to the whole or a part only of the contract.
2. The parties may at any time agree to subject the contract to a law other than that which previously governed it, whether as
a result of an earlier choice under this Article or of other provisions of this Convention. Any variation by the parties of the law
to be applied made after the conclusion of the contract shall not prejudice its formal validity under Article 9 or adversely affect
the rights of third parties.
3. The fact that the parties have chosen a foreign law, whether or not accompanie d by th e choice of a fore ign
tribunal, shall not, where all th e othe r elements relevant to the situation at the time of the choice are connected with one country
only, prejudice the application of rules of the law at the country which cannot be derogated from by contract, hereinafter called
‘mandatory rules’.
4. The existence and validity of the consent of the parties as to the choice of the applicable law shall be determined in accordance
with the provisions of Articles
8, 9 and 11.
Article 4
Applicable law in the absence of choice
1. To the extent that the law applicable to the contract has not been chosen in accordance with Article 3, the contract shall
be governed by the law of the country wi th w h i c h it i s m o st cl ose l y co nne cted . N e verth e l e ss, a separab l e part
of t h e
exception be governed by the law of that other country.
2. Subject to the provisions of paragraph 5 of this Article, it shall be presumed that the contract is most closely connected
with the country where the party who is to effect the performance which is characteristic of the contract has, at the time of conclusion
of the contract, his habitual residence, or, in the case of a body corporate or unincorporate, its central administration. However,
if the contract is entered into in the course of that party’s trade or profession, that country shall be the country in which the
principal place of business is situated or, where under the terms of the contract the performance is to be effected through a place
of business other than the principal place of business, the country in which that other place of business is situated.
3. Notwithstanding the provisions of paragraph 2 of this Article, to the extent that the subject matter of the contract is a
right in immovable property or a right to use i m m o v a ble prop erty i t sh all be pre su m ed that the contract is mo st cl o
s ely connected with the country where the immovable property is situated.
4. A contract for the carriage of goods shall not be subject to the presumption in paragraph 2. In such a contract if the country
in which, at the time the contract is concluded, the carrier has his principal place of business is also the country in which the
place of loading or the place of discharge or the principal place of business of the consignor is situated, it shall be presumed
that the contract is most closely connected with that country. In applying this paragraph single voyage charter-parties and other
contracts the main purpose of which is the carria ge of goods shall be treated as contracts for the carriage of goods.
5. Paragraph 2 shall not apply if the characteristic performance cannot be determined, and the presumptions in paragraphs
2, 3 and 4 shall be disregarded if it appears from the circumstances as a whol e that the contract is mo re clo s ely connected with
another country.
Article 5
Certain consumer contracts
1. This Article applies to a contract the object of which is the supply of goods or services to a person (‘the consumer ’)
for a purpose which can be regarded as being outside his trade or profession, or a contract for the provision of credit for that
object.
2. Notwithstanding the provisions of Article 3, a choice of law made by the parties shall not have the result of depriving the
consumer of the protection afforded to him by the mandatory rules of the law of the country in which he has his habitual residence:
- if in that country the conclusion of the contract was preceded by a specific invitation addressed to him or by advertising,
and he had taken in that country all the steps necessary on his part for the conclusion of the contract, or
- if the other party or his agent received the consumer ’s order in that country, or
- if the contract is for the sale of goods and the consumer travelled from that country to another country and there gave his
order, provided that the consumer ’s journey was arranged by the seller for the purpose of inducing the consumer to buy.
3. Notwithstanding the provisions of Article 4, a contract to which this Article
applies shall, in the absence of choice in accordance with Article 3, be governed by the law of the country in wh ich the consumer
h as his habit ual resi dence i f it i s entered into in the circumstances described in paragraph 2 of this Article.
4. This Article shall not apply to: (a) a contract of carriage;
(b) a contract for the supply of services where the services are to be
supplied to the consumer exclusively in a country other than that in which he has his habitual residence.
5. Notwithstanding the provisions of paragraph 4, this Article shall apply to a contract which, for an inclusive price, provides
for a combination of travel and accommodation.
Article 6
Individual employment contracts
1. Notwithstanding the provisions of Article 3, in a contract of employment a choice of law made by the parties shall not have
the result of depriving the employee of the protection afforded to him by the mandatory rules of the law which would be applicable
under paragraph 2 in the absence of choice.
2. Notwithstanding the provisions of Article 4, a contract of employment shall, in the absence of choice in accordance with Article
3, be governed:
(a) by the law of the country in which the employee habitually carries out his work in performance of the contract, even
if he is temporarily employed in another country; or
(b) if the employee does not habitually carry out his work in any one country, by the law of the country in
which the place of business through which he was engaged is situated;
unless it appears from the circumstances as a whole that the contract is more closely connected with another country, in which case
the contract shall be governed by the law of that country.
Article 7
Mandatory rules
1. When applying under this Convention the law of a country, effect may be given to the mandatory rules of the law of another
country with which the situation has a close connection, if and in so far as, under the law of the latter country, those rules must
be applied whatever the law applicable to the contract. In considering whether to give effect to these mandatory rules, regard shall
be had to their nature and purpose and to the consequences of their application or non-application.
2. Nothing in this Convention shall restrict the application of the rules of the law of the forum in a situation where they are
mandatory irrespective of the law otherwise applicable to the contract.
Article 8
Material validity
1. The existence and validity of a contract, or of any term of a contract, shall be d e t e r mined by the l a w wh ich woul
d g overn it und er th is Co nv en tion if th e contract or term were valid.
2. Nevertheless a party may rely upon the law of the country in which he has
his habitual residence to establish that he did not consent if it appears from the circumstances that it would not be reasonable to
determine the effect of his conduct in accordance with the law specified in the preceding paragraph.
Article 9
Formal validity
1. A contract concluded between persons who are in the same country is formally valid if it satisfies the formal requirements
of the law which governs it under this Convention or of the law of the country where it is concluded.
2. A contract concluded between persons who are in different countries is formally valid if it satisfies the formal requirements
of the law which governs it under this Convention or of the law of one of those countries.
3. Where a contract is concluded by an agent, the country in which the agent acts is the relevant country for the purposes of
paragraphs 1 and 2.
4. An act intended to have legal effect relating to an existing or contemplated contract is formally valid if it satisfies the
formal requirements of the law which under this Convention governs or would govern the contract or of the law of the country where
the act was done.
5. The provisions of the preceding paragraphs shall not apply to a contract to which Article 5 applies, concluded in the circumstances
described in paragraph 2 of Artic l e 5. The formal va lidi ty of such a contract is governed by th e law of th e country in which
the consumer has his habitual residence.
6. Notwithstanding paragraphs 1 to 4 of this Article, a contract the subject matt er of wh ich i s a ri ght in im movabl e pro
p erty or a ri ght to use i mmovab l e property shall be subject to the mandatory requirements of form of the law of the country
where the property is situated if by that law those requirements are imposed irrespective of the country where the contract is concluded
and irrespective of the law governing the contract.
Article 10
Scope of applicable law
1. The law applicable to a contract by virtue of Articles 3 to 6 and 12 of this
Convention shall govern in particular:
(a) interpretation; (b) performance;
(c) within the limits of the powers conferred on the court by its procedural law, the consequences of breach, including the assessment
of damages in so far as it is governed by rules of law;
(d) the various ways of extinguishing obligations, and prescription and limitation of actions;
(e) the consequences of nullity of the contract.
2. In relation to the manner of performance and the steps to be taken in the event of defective performance regard shall be had
to the law of the country in which performance takes place.
Article 11
Incapacity
In a contract concluded between persons who are in the same country, a natural
person who would ha ve capacity under the law of that country may invoke his incapacity resulting from another law only if the other
party to the contract was aware of this incapacity at the time of the conclusion of the contract or was not aware thereof as a result
of negligence.
Article 12
Voluntary assignment
1. The mutual obligations of assignor and assignee under a voluntary assignment of a right against another person
(‘the debtor ’) shall be governed by the law which under this Convention applies to the contract between the assignor and assignee.
2. The law governing the right to which the assignment relates shall determine its assignability, the relationship between the
assignee and the debtor, the conditions under which the assignment can be invoked against the debtor and any question whether the
debtor ’s obligations have been discharged.
Article 13
Subrogation
1. Where a person (‘the creditor ’) has a contractual claim upon another (‘the debtor ’), and a third person has a duty
to satisfy the creditor, or has in fact satisfied the creditor in discharge of that duty, the law which governs the third person’s
duty to satisfy the creditor shall determine whether the third person is entitled to exercise against the debtor the rights which
the creditor had against the debtor under the law governing their relationship and, if so, whether he may do so in full or only to
a limited extent.
2. The same rule applies where several persons are subject to the same contractual claim and one of them has satisfied
the creditor.
Article 14
Burden of proof, etc.
1. The law governing the contract under this Convention applies to the extent that it contains, in the law of contract, rules
which raise presumptions of law or determine the burden of proof.
2. A contract or an act intended to have legal effect may be proved by any mode of proof recognized by the law of the forum or
by any of the laws referred to in Article 9 under which that contract or act is formally valid, provided that such mode of proof
can be administered by the forum.
Article 15
Exclusion of renvoi
The application of the law of any country specified by this Convention means the application of the rules of law in force in that
country other than its rules of private international law.
Article 16
‘Ordre public’
The application of a rule of the law of any country specified by this Convention may be refused only if such application is manifestly
incompatible with the public policy (‘ordre public’) of the forum.
Article 17
No retrospective effect
This Convention shall apply in a Contracting State to contracts made after the date on which this Convention has entered into force
with respect to that State.
Article 18
Uniform interpretation
In the interpretation and application of the preceding uniform rules, regard shall be had to their international character and to
the desirability of achieving uniformity in their interpretation and application.
Article 19
States with more than one legal system
1. Where a State comprises several territorial units each of which has its own rules of law in respect of contractual obligations,
each territo rial un it shall be considered as a country for the purposes of identifying the law applicable under this Convention.
2. A State within which different territorial units have their own rules of law in respect of contractual obligations shall not
be bound to apply this Convention to conflicts solely between the laws of such units.
Article 20
Precedence of Community law
This Convention shall not affect the application of provisions which, in relation to particular matters, lay down choice of law rules
relating to contractual obligations and which are or wi ll be co ntai ned in ac ts of t h e i n stitutio ns of the European Communities
or in national laws harmonized in implementation of such acts.
Article 21
Relationship with other conventions
This Convention shall not prejudice the application of international conventions to which a Contracting State is, or becomes, a party.
Article 22
Reservations
1. Any Contracting State may, at the time of signature, ratification, acceptance or approval, reserve the right not to apply:
(a) the provisions of Article 7(1);
(b) the provisions of Article 10(1)(e).
2. (Paragraph deleted by Article 2(1) of the 1992 Accession Convention)
3. Any Contracting State may at any time withdraw a reservation which it has made; the reservation shall cease to have effect
on the first day of the third calendar month after notification of the withdrawal.
TITLE III
FINAL PROVISIONS Article 23
1. If, after the date on which this Convention has entered into force for a
Contracting State, that State wishes to adopt any new choice of law rule in regard to any particular category of contract within the
scope of this Convention, it shall comm unicate its intent ion to the other sig n atory St ates throu gh the Secret ary- General
of the Council of the European Communities.
2. Any signatory State may, within six months from the date of the communication made to the Secretary-General,
request him to arrange consultations between signatory States in order to reach agreement.
3. If no signatory State has requested consultations within this period or if within two years following the communication made
to the Secretary-General no agreement is reached in the course of consultations, the Contracting State concerned may amend its law
in the manner indicated. The measures taken by that State shall be brought to the knowledge of the other signatory States through
the Secretary-General of the Council of the European Communities.
Article 24
1. If, after the date on which this Convention has entered into force with respect to a Contracting State, that State
wishes to become a party to a multilateral convention whose principal aim or one of whose principal aims is to lay down rules of
private international law concerni ng any of the m a tters governed by this Convention, the procedure set out in Article 23 shall
apply. However, the period of two years, referred to in paragraph 3 of that Article, shall be reduced to one year.
2. The procedure referred to in the preceding paragraph need not be followed if a Contracting State or one of the European Communities
is already a party to the multilateral convention, or if its object is to revise a convention to which the State concerned is already
a party, or if it is a convention concluded within the framework of the Treaties establishing the European Communities.
Article 25
If a Contracting State considers that the unification achieved by this Convention is prejudiced by the conclusion of agreements not
covered by Article 24 (1), that State may request the Secretary-General of the Council of the European Communities to arrange consultations
between the signatory States of this Convention.
Article 26
Any Contracting State may request the revision of this Convention. In this event a re vision conference shall be convened by the Presiden
t o f th e Co un ci l of t h e European Communities.
Article 27
(Paragraph deleted by Article 2(1) of the 1992 Accession Convention) Article 28
1. This Convention shall be open from 19 June 1980 for signature by the States party to the Treaty establishing the European
Economic Community.
2. This Convention shall be subject to ratification, acceptance or approval by the signatory States. The instruments of ratification,
acceptance or approval shall be deposited with the Secretary-General of the Council of the European Communities.
Article 29
1. This Convention shall enter into force on the first day of the third month following the deposit of the seventh inst rument
of ratification, acceptan c e or approval.
2. This Convention shall enter into force for each signatory State ratifying, accepting or approving at a later date on the first
day of the third month following the deposit of its instrument of ratification, acceptance or approval.
Article 30
1. This Convention shall remain in force for 10 years from the date of its entry into force in accordance with Article 29(1),
even for States for which it enters into force at a later date.
2. If there has been no denunciation it shall be renewed tacitly every five years.
3. A Contracting State which wishes to denounce shall, not less than six months before the expiration of the period
of 10 or five years, as the case may be, give notice to the Secretary-General of the Council of the European Communities. Denunciation
may be limited to any territory to which the Convention has been extended by a declaration under Article 27(2).
4. The denunciation shall have effect only in relation to the State which has notified it. The Convention will remain in force
as between all other Contracting States.
Article 31
The Secretary-General of the Council of the European Communities shall notify the States party to the Treaty establishing the European
Economic Community of:
(a) the signatures;
(b) deposit of each instrument of ratification, acceptance or approval; (c) the date of entry into force of this Convention;
(d) communications made in pursuance of Articles 23, 24, 25, 26 and 30;
(e) the reservations and withdrawals of reservations referred to in Article
22.
Article 32
The Protocol annexed to this Convention shall form an integral part thereof.
Article 33
This Convention, drawn up in a single original in the Danish, Dutch, English, French, German, Irish and Italian languages, these texts
being equally authentic, shall be deposited in the archives of the Secretariat of the Council of the European Communities. The Secretary-General
shall transmit a certified copy thereof to the Government of each signatory State.
In witness whereof the undersigned, being duly authorized thereto, having signed this Convention.
Done at Rome on the nineteenth day of June in the year one thousand nine hundred and eighty.
(Signatures of the plenipotentiaries)
PROTOCOL
The High Contracting Parties have agreed upon the following provision which shall be annexed to the Convention:
‘No t w i th st an di ng th e pro v i s i o n s of the Convention, De nm ark, Sweden and Finland may retain national provisions
concerning the law applicable to questions relating to the carriage of goods by sea and may amend such provisions without following
the procedure provided for in Article 23 of the Convention of Rome. The national provisions applicable in this respect are the following:
- in Denmark, paragraphs 252 and 321 (3) and (4) of the “Solov” (maritime law),
- in Sweden, Chapter 13, Article 2 (1) and (2), and Chapter 14, Article 1 (3), of “sjölagen” (maritime law),
- in Finland, Chapter 13, Article 2 (1) and (2), and Chapter 14, Article 1 (3), of “merilaki”/“sjölagen” (maritime
law).’
In witness whereof the undersigned, being duly authorized thereto, have signed this Protocol.
Done at Rome on the nineteenth day of June in the year one thousand nine hundred and eighty.
(Signatures of the Plenipotentiaries) JOINT DECLARATION
At the time of the signature of the Convention on the law applicable to contractual obligations, the Governments of the Kingdom of
Belgium, the Kingdom of Denmark, the Federal Republic of Germany, the French Republic, Ireland, the Italian Republic, the Grand Duchy
of Luxembourg, the Kingdom of the Netherlands and the United Kingdom of Great Britain and Northern Ireland,
I. anxious to avoid, as far as possible, dispersion of choice of law rules among several instruments and differences between
these rules, express the wish that the institutions of the European Communities, in the exercise of their powers under
the Treaties by which they were established, will, where the need arises, endeavour to adopt choice of law rules which
are as far as possible consistent with those of this Convention;
II. declare their intention as from the date of signature of this Convention until becoming bound by Article 24, to consult with
each other if any one of the signatory States wishes to become a party to any convention to which the procedure referred to in Article
24 would apply;
III. having regard to the contribution of the Convention on the law applicable to contractual obligations to the unification
of choice of law rules within the European Communities, express the view that any State which becomes a member of the European Communities
should accede to this Convention.
In witness whereof the undersigned, being duly authorized thereto, have signed this Joint Declaration.
Done at Rome on the nineteenth day of June in the year one thousand nine hundred and eighty.
(Signatures of the Plenipotentiaries)
JOINT DECLARATION
The Governments of the Kingdom of Belgium, the Kingdom of Denmark, the Federal Republic of Germany, the French Republic, Ireland,
the Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands and the United Kingdom of Great Britain and Northern
Ireland,
On signing the Convention on the law applicable to contractual obligations; Desiring to ensure that the Convention is applied as effectively
as possible;
Anxious to prevent differences of interpretation of the Convention from impairing its unifying effect;
Declare themselves ready:
1. to examine the possibility of conferring jurisdiction in certain matters on the Court of Justice of the European Communities
and, if necessary, to negotiate an agreement to this effect;
2. to arrange meetings at regular intervals between their representatives.
In witness whereof the undersigned, being duly authorized thereto, have signed this Joint Declaration.
Done at Rome on the nineteenth day of June in the year one thousand nine hundred and eighty.
(Signatures of the Plenipotentiaries)
FIRST PROTOCOL
on the interpretation by the Court of Justice of the European Communities of the
Convention on the law applicable to contractual obligations, opened for signature in
Rome on 19 June 1980
THE HIGH CONTRACTING PARTIES TO THE TREATY ESTABLISHING THE EUROPEAN ECONOMIC COMMUNITY,
HAVING REGARD to the Joint Declaration annexed to the Convention on the law applicable to contractual obligations, opened for signature
in Rome on 19 June 1980,
HAVE DECIDED to conclude a Protocol conferring jurisdiction on the Court of Justice of the European Communities to interpret that
Convention, and to this end have designated as their Plenipotentiaries:
(Plenipotentiaries designated by the Member States)
WHO, meetin g withi n t h e Co uncil of t h e Europ e an Commu niti es, h a v i ng exchanged their full powers, found in good and
due form,
HAVE AGREED AS FOLLOWS: Article 1
The Court of Justice of the European Communities shall have jurisdiction to give rulings on the interpretation of:
(a) the Convention on the law applicable to contractual obligations, opened for signature in Rome on 19 June 1980, hereinafter referred
to as ‘the Rome Convention’;
(b) the Convention on accession to the Rome Convention by the States which have become Members of the European Communities
since the date on which it was opened for signature;
(c) this Protocol.
Article 2
Any of the courts referred to below may request the Court of Justice to give a preliminary ruling on a question raised in a case pending
before it and concerning interpretation of the provisions contained in the instruments referred to in Article 1 if that court considers
that a decision on the question is necessary to enable it to give judgment:
(a) - in Belgium:
‘la Cour de cassation’ (‘het Hof van Cassatie’) and ‘le Conseil d’État’ (‘de Raad van State’),
- in Denmark:
‘Højesteret’,
- in the Federal Republic of Germany:
‘die obersten Gerichtshöfe des Bundes’,
- in Greece:
‘ v Διρι’
- in Spain:
‘el Tribunal Supremo’,
- in France:
‘la Cour de cassation’ and ‘le Conseil d’État’,
-in Ireland:
the Supreme Court,
- in Italy:
‘la Corte suprema di cassazione’ and ‘il Consiglio di Stato’,
- in Luxembourg:
‘la Cour Supérieure de Justice’, when sitting as ‘Cour de cassation’,
- in Austria:
the ‘Oberste Gerichtshof ’, the ‘Verwaltungsgerichtshof ’ and the
‘Verfassungsgerichtshof ’,
- in the Netherlands:
‘de Hoge Raad’,
- in Portugal:
‘o Supremo Tribunal de Justiça’ and ‘o Supremo Tribunal
Administrativo’,
-in Finland:
‘korkein oikeus/högsta domstolen’,
‘korkein hallinto-oikeus/högsta förvaltningsdomstolen’,
‘markkinatuomioistuin/marknadsdomstolen’ and ‘työtuomioistuin/
arbetsdomstolen’,
-in Sweden:
‘Högsta domstolen’, ‘Regeringsrätten’, ‘Arbetsdomstolen’ and
‘Marknadsdomstolen’,
- in the United Kingdom:
the House of Lords and other courts from which no further appeal is possible;
(b) the courts of the Contracting States when acting as appeal courts.
Article 3
1. The competent authority of a Contracting State may request the Court of Justice to give a ruling on a question of interpretation
of the provisions contained in the instruments referred to in Article 1 if judgments given by courts of that State conflict with
the interpretation given either by the Court of Justice or in a judgment of o n e o f t h e co urt s o f an ot he r Co nt ract in
g St at e re fe rr ed t o in Article 2. The provisions of this paragraph shall apply only to judgments which have become res judicata.
2. The interpretation given by the Court of Justice in response to such a request shall not affect the judgments which gave rise
to the request for interpretation.
3. The Procurators-General of the Supreme Courts of Appeal of the Contracting States, or any other authority
designated by a Contracting State, shall be entitled to request the Court of Justice for a ruling on interpretation in accordance
with paragraph 1.
4. The Registrar of the Court of Justice shall give notice of the request to the Contracting S t ates, to the Com mission and
to the Council of the European Communities; they shall then be entitled within two months of the notification to submit statements
of case or written observations to the Court.
5. No fees shall be levied or any costs or expenses awarded in respect of the proceedings provided for in this Article.
Article 4
1. Except where this Protocol otherwise provides, the provisions of the Treaty establishing the European Economic Community and
those of the Protocol on the Statute of the Court of Justice annexed thereto, which are applicable when the Court is requested to
give a preliminary ruling, shall also apply to any proceedings for the interpretation of the instruments referred to in Article 1.
2. The Rules of Procedure of the Court of Justice shall, if necessary, be adjusted and supplemented in accordance
with Article 188 of the Treaty establishing the European Economic Community.
Article 5
Th is Pr oto c o l sh al l b e sub j ect to rati ficati on by th e Sign at ory S t at es. The instrum ents of ratification shall be
deposited with the Secretary- General of the Council of the European Communities.
Article 6
1. To enter into force, this Protocol must be ratified by seven States in respect of which the Rome Convention is in force. This
Protocol shall enter into force on the first day of the third month following the deposit of the instrument of ratification by the
last such State to take this step. If, however, the Second Protocol conferring on the Court of Justice of the European Communities
certain powers to interpret the Convention on the law applicable to contractual obligations, opened for signature in Rome on 19 June
1980, concluded in Brussels on 19 December 1988 enters into force on a later date, this Protocol shall enter into force on the date
of entry into force of the Second Protocol.
2. Any ratification subsequent to the entry into force of this Protocol shall take effect on the first day of the third month
following the deposit of the instrument of ratification, provided that the ratification, acceptance or approval of the Rome Convention
by the State in question has become effective.
Article 7
The Secretary-General of the Council of the European Communities shall notify the Signatory States of:
(a) the deposit of each instrument of ratification; (b) the date of entry into force of this Protocol;
(c) any designation communicated pursuant to Article 3(3); (d) any communication made pursuant to Article 8.
Article 8
The Contracting States shall communicate to the Secretary-General of the Council of the Eu rop ean Comm u n ities the texts of any
provisio n s of th eir laws whi c h necessitate an amendment to the list of courts in Article 2 (a).
Article 9
This Protocol shall have effect for as long as the Rome Convention remains in force under the conditions laid down in Article 30 of
that Convention.
Article 10
Any Contracting State may request the revision of this Protocol. In this event, a re vision conference shall be convened by the Presiden
t o f th e Co un ci l of t h e European Communities.
Article 11
This Protocol, drawn up in a single original in the Danish, Dutch, English, French, German, Greek, Irish, Italian, Portuguese and
Spanish languages, all 10 texts being equally authentic, shall be deposited in the archives of the General Secretariat of the Council
of th e European Communities. The Secretary-Gene ral shall transmit a certified copy to the Government of each Signatory State.
In witness whereof, the undersigned Plenipotentiaries have affixed their signatures below this Protocol.
Done at Brussels on the nineteenth day of December in the year one thousand nine hundred and eighty-eight.
(Signatures of the Plenipotentiaries)
JOINT DECLARATIONS Joint Declaration
The Governments of the Kingdom of Belgium, the Kingdom of Denmark, the Federal Republic of Germany, the Hellenic Republic, the Kingdom
of Spain, the French Republic, Ireland, the Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands, the
Portuguese Republic and the United Kingdom of Great Britain and Northern Ireland,
On signing the First Protocol on the interpretation by the Court of Justice of the European Communities of th e Conv ention on the
law a pplicable to contra ctual obligations, opened for signature in Rome on 19 June 1980,
Desiring to ensure that the Convention is applied as effectively and as uniformly
as possible,
Declare themselves ready to organize, in cooperation with the Court of Justice of the European Communities, an exchange of information
on judgments which have become res judicata and have been handed down pursuant to the Convention on the law applicable to contractual obligations by the courts referred to in
Article 2 of the said Protocol. The exchange of information will comprise:
- the forwarding to the Court of Justice by the competent national authorities of judgments handed down by
the courts referred to in Article 2(a) and significant judgments handed down by the courts referred to in Article 2(b),
- the classification and the documentary exploitation of these judgments by the Court of Justice including, as far as necessary,
the drawing up of abstracts and translations, and the publication of judgments of particular importance,
- the communication by the Court of Justice of the documentary material to the competent national authorities of the States
parties to the Protocol and to the Commission and the Council of the European Communities.
In witness whereof, the undersigned Plenipotentiaries have affixed their signature below this Joint Declaration.
Done at Brussels on the nineteenth day of December in the year one thousand nine hundred and eighty-eight.
(Signatures of the Plenipotentiaries)
Joint Declaration
The Governments of the Kingdom of Belgium, the Kingdom of Denmark, the Federal Republic of Germany, the Hellenic Republic, the Kingdom
of Spain, the French Republic, Ireland, the Italian Republic, the Grand Duchy of Luxembourg, the Kingdom of the Netherlands, the
Portuguese Republic and the United Kingdom of Great Britain and Northern Ireland,
On signing the First Protocol on the interpretation by the Court of Justice of the European C ommunities of the C onve ntion on the
law applicable to c ontractual obligations, opened for signature in Rome on 19 June 1980,
Having regard to the Joint Declaration annexed to the Convention on the law applicable to contractual obligations,
Desiring to ensure that the Convention is applied as effectively and as uniformly as possible,
Anxious to prevent differences of interpretation of the Convention from impairing its unifying effect,
Express the view that a n y St a t e whic h becomes a member o f th e Euro pean
Communities should accede to this Protocol.
In witness whereof, the undersigned Plenipotentiaries have affixed their signatures below this Joint Declaration.
Done at Brussels on the nineteenth day of December in the year one thousand nine hundred and eighty-eight.
(Signatures of the Plenipotentiaries)
SECOND PROTOCOL
conferring on the Court of Justice of the European Communities certain powers to
interpret the Convention on the law applicable to contractual obligations; opened for signature in Rome on 19 June 1980
THE HIGH CONTRACTING PARTIES TO THE TREATY ESTABLISHING THE EUROPEAN ECONOMIC COMMUNITY,
WHEREAS the Conve ntion on the law a pplicable to cont ra ctual obligati on s, opened for signature in Rome on 19 June 1980, hereinafter
referred to as ‘the Rome Convention’, will enter into force after the deposit of the seventh instrument of ratification, acceptance
or approval;
WHEREAS th e uni for m appl icatio n o f t h e ru les laid do wn in th e Ro me Convention requires that machinery to ensure uniform
interpretation be set up and whereas to that end approp riate powers should be conf erred upon th e Court of Justice of the European
Communities, even before the Rome Convention enters into force with respect to all the Member States of the European Economic Community,
HAVE DECIDED to conclude this Protocol and to this end have designated as their Plenipotentiaries:
(Plenipotentiaries designated by the Member States)
WHO, meeting wi thin th e Cou n cil o f th e Eu ropean Commun ities, havi ng exchanged their full powers; found in good and due form,
HAVE AGREED AS FOLLOWS:
Article 1
1. The Court of Justice of the European Communities shall, with respect to the Rome Convention, have the jurisdiction conferred
upon it by the First Protocol on the inter p retation by the Court of Justice of the Europ ean Co mmun ities of the Convention on
the law applicable to contractual obligations, opened for signature in Rome on 19 June 1980, concluded in Brussels on 19 December
1988. The Protocol on the Statute of the Court of Justice of the European Communities and the Rules of Procedure of the Court of
Justice shall apply.
2. The Rules of Procedure of the Court of Justice shall be adapted and supplemented as necessary in accordance with
Article 188 of the Treaty establishing the European Economic Community.
Article 2
Thi s Pro t ocol shall b e subj ect to rati ficatio n b y t h e Si gnat o ry S t ates. Th e instr uments of ratif ication shall b
e deposit ed with the Secretar y-General of the Council of the European Communities.
Article 3
This Protocol shall enter into force on the first day of the third month following the deposit of the instrument of ratification of
the last Signatory State to complete that formality.
Article 4
This Protocol, drawn up in a single original in the Danish, Dutch, English, French, German, Greek, Irish, Italian, Portuguese and
Spanish languages, all 10 texts being equally authentic, shall be deposited in the archives of the General Secretariat of the Council
of th e European Communities. The Secretary-Gene ral shall transmit a certified copy to the Government of each signatory.
In witness whereof, the undersigned Plenipotentiaries have affixed their signature below this Protocol.
Done at Brussels on the nineteenth day of December in the year one thousand nine hundred and eighty-eight.
(Signatures of the Plenipotentiaries)
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