Contracts and clear language. International Investment Contracts and UNIDROIT/ICC

While the primary focus will be on international investment contracts and the ongoing work of UNIDROIT/ICC, scholars with expertise in clear language across various contractual contexts and fields will also share their perspectives.

An increasing number of countries introduce special rules that promote a plain, or clear, language requirement. The primary objective behind the provisions on clear language is to ensure legal certainty for an individual. Rather unsurprisingly, the requirement of clear language primarily finds its expression in the field of administrative law, where an individual meets a State and where a potential power misbalance can be somehow counterbalanced if the language of communication is clear. Indeed, to ensure legal certainty, an individual needs to be able to find relevant information, understand it, and act based on it. Yet, legal certainty does not only have a role to play in administrative law. The contracting field, whether between private parties, between a private party and a state-related entity, or between state-related entities, also requires legal certainty. Causing unnecessary costs and provoking disputes, lack of clarity has its costs.

In regulating specific types of contracts, laws in different countries have already addressed some risks of unclarity. A classic example by now relates to consumers' protection and interpretation of unclear terms in their favour, and specific interpretative tools in many countries, such as contra proferentem (interpretation against the party who suggested an unclear contractual term). These are not the only regulatory attempts to address the consequences of unclear terms, and one can also think of specific provisions in public procurement, house lends agreements, and other contractual relationships demonstrating certain vulnerabilities and a need to secure legal certainty for one of the parties etc. 

Against this background, the seminar aims to critically assess whether the requirement of clear language benefits international investment contracts—not only for the contracting parties but also for third parties, such as local communities, local governments, and indigenous groups, whose legitimate interests may be affected. The seminar will shed light on a rather unconventional perspective of the necessity to have a requirement for clear language for international investment contracts where asymmetry between the parties is presumably not that strong as for instance in consumer contracts. Additionally, the seminar will also explore the importance of clear and neutral language in drafting transnational instruments at the intersection of diverse legal cultures.

Themes of the Seminar include, among others

• Challenges and Critique of the Clear Language Ideal – Assessing the practical limitations and implications of applying plain language principles to contracts.
• State Involvement and Clarity in Contracts – Exploring the role of clear language in contracts involving states, state-owned, or state-related entities.
• Impact of Legal Regulations on Contract Clarity – Analyzing statutory provisions and legal frameworks that promote clear language in contracts.
• Risk Allocation and Clarity in Contractual Provisions – Examining how contracts distribute risks based on the clarity of their terms.
• Identifying Contracts Requiring Regulatory Intervention – Mapping contract types where legal regulation imposes a duty of clarity or allocates risks associated with ambiguity.
• Innovative Approaches to Enhancing Contract Clarity – Proposing new legal and contractual strategies to improve clarity and reduce disputes.

List of speakers

• Yuliya Chernykh, Professor, University of Inland Norway
• Maria Chiara Malaguti, President, UNIDROIT
• Rocco Palma, Senior Legal Officer, UNIDROIT
• Michael Blasie, Professor, KIMEP University School of Law and Seattle University
• Helena Haapio, Contract Strategist, Lexpert Ltd; Associate Professor of Business Law, University of Vaasa; Senior Researcher, Tampere University; Docent of Proactive Law and Contract Design, University of Lapland
• Lorenzo Cotula, Principal Researcher and Head of Law, Economies and Justice programme, International Institute for Environment and Development (IIED)
• Mads Andenæs, Professor, University of Oslo and University of Inland Norway
• Tarjei Ellingsen Røsvoll, Associate Professor, University of Inland Norway
• Thomas Rønning, Associate Professor, University of Inland Norway
• Morten Walløe Tvedt, Professor, University of Inland Norway
• Anna Drożdżowicz, Professor, University of Inland Norway

Agenda

The seminar will shed light on a rather unconventional perspective of the necessity to have a requirement for clear language for international investment contracts where asymmetry between the parties is presumably not that strong. While the primary focus will be on international investment contracts and the ongoing work of UNIDROIT/ICC, scholars with expertise in clear language across various contractual contexts and fields will also share their perspectives.

This event will begin with introductory remarks from experts, followed by an open roundtable discussion and exchange of experience.

Contact information

Yuliya Chernykh

Professor

Email

yuliya.chernykh@inn.no

Phone

+47 61 28 75 44