Book review of ECKART J. BRÖDERMANN, Principios UNIDROIT sobre los Contratos Comerciales Internacionales. Comentario artículo por artículo, Valencia, Tirant Lo Blanch, 2024, traducción coordinada por Christian F. Zinser Cieslik y Pedro Mendoza Montano (originally published as ECKART J. BRÖDERMANN, UNIDROIT Principles of International Commercial Contracts. An Article-by-Article Commentary, 2nd edn, The Netherlands, Kluwer Law International, 2023)

Book review of Eckart J. Brödermann, Principios UNIDROIT sobre los Contratos Comerciales Internacionales. Comentario artículo por artículo, Valencia, Tirant Lo Blanch, 2024, traducción coordinada por Christian F. Zinser Cieslik y Pedro Mendoza Montano (originally published as Eckart J. Brödermann, UNIDROIT Principles of International Commercial Contracts. An Article-by-Article Commentary, 2nd edn, The Netherlands, Kluwer Law International, 2023)
Why is the translation from English to Spanish of Professor Brödermann's book by Professors Zinser Cieslik and Mendoza Montano important? Because, as a primary purpose, it allows to democratize legal knowledge in the Hispanic world of Latin America and Spain, and in particular, because it promotes education among undergraduate students in Latin America, which generates an inclusive effect in a region where legal education is still limited, fragmented and defective.
English is the universal language, not only for day-to-day communication but also for the development and teaching of law. In the past, civil law was created in the respective European language, be it Spanish, French, German, Italian, among others, and from this it was learned in Latin America, strongly influenced by French tradition. However, nowadays civil law is one that is developed in English. This is due to uniform law. Since the drafting and enactment of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”), the UNIDROIT Principles of International Commercial Contracts (“UPICC”) and the Principles of European Contract Law (“PECL”) –which form the troika as Ole Lando called them [see “CISG and its followers: a proposal to adopt some international principles of contract law” (2005) 53 The American Journal of Comparative Law 379]– English became the common language for Europe.
In addition, it is well known that Europeans prefer English to transcend their borders and achieve universal prestige. Those who did not master English, unfortunately, did not receive the recognition they deserved at the time. For instance, the case of Rodolfo Sacco is well known. Thanks to James Gordley's translation of his theory of legal formants, Sacco began to be recognized as one of the fathers of comparative law [see “Legal formants: a dynamic approach to comparative law” (1991) 39 The American Journal of Comparative Law 1]. Similarly, the Italian Pietro Trimarchi and the Austrian Victor Mataja would have been considered the founding fathers of Law & Economics if they have written in English rather than Italian and German respectively [see Sergio Garcia Long, “El nacimiento y ascenso de los civil lawyers” (2018) 73 Themis 271].
The above examples are important to understand how English dominates the development of civil law today. As a result, the major legal authorities write in English, which results in the most important works in civil law being written and published in English, and in collections on comparative law or uniform law by international publishers. For instance, if one wants to learn about good faith in comparative law, it is mandatory to review Reinhard Zimmerman and Simon Whittaker (eds), Good faith in European Contract Law (Cambridge University Press 2000), which has become a reference that is present in every serious current study on good faith; similarly, Stefan Vogenauer (ed), Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd edn, Oxford University Press 2015) and Michael Joachim Bonell, An International Restatement of Contract Law (3rd edn, Transnational Publishers 2005) are mandatory.
While the aforementioned allows for the standardization of knowledge, it also has an exclusionary effect on jurisdictions usually considered as developing. Latin America is a continent that has much to be proud of, for example, it is rich in natural resources, forests, wildlife, Amazon jungle, culture, gastronomy, among others. However, the level of education is not the best. Probably from capitals such as Lima, Santiago, Buenos Aires, among others, come the elite who had the opportunity to attend good schools and the best university in the country, and then continue with a master's or doctorate in the United Kingdom or the United States, where usually are the best ranked universities in the world. But it represents a small portion of the universe. In Latin America, Spanish is the common language (except for Brazil with Portuguese, and other native languages such as Guarani in Paraguay, Quechua in Peru, Mapuche in Chile and Argentina, Nahuatl in Mexico, among others); English is used, but not as widely as in Europe.
So, on the one hand, Europe is advancing very rapidly with English, while Spanish is spoken in Latin America and unfortunately not everyone is in the same economic and social condition to adequately learn a foreign language such as English. Within that context, and thinking about university education in law, the work of professors Zinser Cieslik and Mendoza Montano stands out, because it allows to create a bridge between the Old World that advances rapidly in English, and the Latin American that has another rhythm.
Above all, the choice by Professors Zinser Cieslik and Mendoza Montano to translate a UPICC commentary by a professor and practitioner is very appropriate, particularly for Latin America. Unlike in Europe where professors are full time dedicated to teaching and research, in Latin America the same is usually the case, but there are also jurisdictions where the most prominent law professors and researchers are also dedicated to professional practice, either as partners or consultants of well-known law firms, as arbitrators, participating as experts in domestic law before international courts, among other roles. A Latin American lawyer will therefore be particularly interested in a commentary that combines theory and practice. In that, Professor Brödermann stands out enormously, because of his arbitral practice in general and because he is a long-time user of the UPICC [see “The impact of the UNIDROIT Principles on International Contract and Arbitration Practice – the Experience of a German lawyer” 16 (2011) Uniform Law Review 589 and “Bridge Over Trouble Waters for International Commercial Contracts – The UNIDROIT Principles 2016, an overview from a long time user” 28 (2020) Tulane Journal of International and Comparative Law193]. Certainly, Brödermann's book does not neglect the theoretical part to include a practical one; on the contrary, it generates the necessary synergies to result in a quality product.
Now, getting to the matter at hand, one might ask, are the UPICC important in Latin America? Latin American legal doctrine is not as attentive and vigilant to the UPICC as Europe is, with some exceptions [see recently Sergio García Long, “The influence of the Italian model of hardship in Latin America and international trade (with some notes from social sciences)” (2023) 28 Uniform Law Review 57 and María Ignacia Vial Undurraga and Isabel Zuloaga Ríos, “The choice of the PICC as the proper law of the contract in Latin American jurisdictions: Chilean contract law as a sample study” (2024) 29 Uniform Law Review 221]. However, a more thorough analysis allows us to evidence the great influence of the UPICC in Latin American law.
In relation to regional uniform law, the Latin American Principles of Contract Law (“LAPCL”) took into account the UPICC (see Presentation to the same), however, an effective interaction is not promoted. On the contrary, in Europe, an issue that has been studied in depth is the possibility of applying the UPICC to supplement the CISG. It is certainly a controversial issue as evidenced in the case Scafom International BV v. Lorraine Tubes S.A.S. decided by the Belgian Court of Cassation, June 19, 2009, where the hardship provisions of the UPICC were used to supplement article 79 CISG on impediments. Can a similar interaction between the UPICC and LAPCL be considered? It is a pending issue on the Latin American agenda. One could also consider the relationship of the UPICC with the Framework Code of Obligations for Latin America of the Group for the Harmonization of Law in Latin America – GADAL. That would be useful to promote the application of the UPICC in contracts and arbitration. 
Perhaps a more complicated scenario would be the relationship of the UPICC with the OHADAC Principles on International Commercial Contracts (the international instrument for the Caribbean), which, although in some matters followed the UPICC, on hardship opted for an Anglo-Saxon model since only private termination of the contract is allowed (art. 6.3.1), something that is very similar to the model of article 79 CISG.
On the domestic law side, the influence of the UPICC is observed in recent reforms such as that of the Argentine Civil and Commercial Code 2015, which includes in its article 1091 the duty to renegotiate for imprévision, which takes as a reference the regulation on hardship of articles 6.2.1, 6.2.2. and 6.2.3 UPICC, known to have proposed a more complex scheme to deal with hardship as opposed to the traditional scheme under domestic law. The same influence was observed in Europe when the 2016 French reform included the UPICC hardship model in what is now article 1195 of the French Civil Code. The same is noted in the Chinese reform of 2021 and the Belgian reform of 2023 on contracts, which included renegotiation in hardship. The above demonstrates that indeed the UPICC, as stated in its preamble, can serve as a model for national and international legislators.
Certainly, thinking of Latin American law, in each jurisdiction one will have to analyze the different legal bases that exist under national law to be able to validly invoke the UPICC, to verify their true influence and practical utility. In this regard, the book by Alejandro Garro and José Antonio Moreno Rodríguez (eds), Use of the UNIDROIT Principles to Interpret and Supplement Domestic Contract Law (Springer 2021) brings together many national reports that analyze the level of influence of the UPICC in domestic law, including reports from Argentina, Brazil, Chile, Guatemala, Paraguay, Uruguay and Venezuela in Latin America. The relevant fact is that national laws have sufficient legal bases to apply UPICC to interpret or supplement domestic law. For example, if we take Peru as a reference, national law states that “general principles” (Art. VIII of the Preliminary Title of the Peruvian Civil Code) and “uses and practices” (in many articles of the Civil Code) must be applied. Then, considering that the UPICC qualify as general principles or usages and practices (even lex mercatoria), their application in domestic law should not be strange. In any case, perhaps we are not so used to doing so, but that does not mean that their application is improper [see Sergio García Long, “El uso de los Principios UNIDROIT para interpretar y complementar el derecho interno: un modelo para el legislador peruano” (2024) 85 Themis 419].
Even the Peruvian arbitration rules state that if the parties did not agree on the substantive rule, the arbitral tribunal “shall apply those it deems appropriate” (art. 57 of the Arbitration Law). This last provision is important because the UPICC tend to be promoted more enthusiastically in arbitration, as opposed to the judiciary. Certainly, the confidentiality of arbitration makes it complicated to access arbitral awards, while the lack of a precedent system prevents a solid and steady stream on the use of the UPICC from forming.  However, in arbitral practice the importance of the UPICC is known, as well as their repeated use, so that in the arbitration circle no one can deny the relevant role of the UPICCs in contracts and arbitration.
Finally, and once again, the translation I am reviewing now is of great value to Latin America, and for this reason, I once again applaud the great effort made by Professors Zinser Cieslik and Mendoza Montano, as well as the enthusiasm and commitment of Professor Brödermann in disseminating the UPICC.