What is the applicable law choice made by the parties

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- What is the applicable law choice made by the parties OR absence of choice Choice made : is this valid? Limits? Valid but there are limits. Absence of Choice : how to identify the relative one? Follow criteria. 25
- What is the applicable Jurisdiction choice made by the parties OR absence of choice Choice made : is this valid? Limits? We answer through 3 approaches: - EU Bruxelles 1-Bis - Italian law n. 218/1995 - US Bremen VS Zapata Absence of Choice : how to identify the relative one? We answer through 2 approaches: - EU Bruxelles 1-bis - Italian Law 218/1995 art. 2 Generally, it’s extremely advisable to draft the choice in the contract. It’s must be verified. 2 ADDITIONAL TOPICS: 1. LEX MERCATORIA = Laws of merchants. They are transnational. The lex is a reference made by: - Practices (international) - Custom(usages (international) - General common principles of contracts. 2 Principles: 1. Pact sunt Servanda = contracts must be respected. This is a very common principle in the sense that in any legal system, whatever the tradition of that legal system may be, the basic rule of contracts is that if you enter into a contract you are forced to respect it unless there are lawful reasons to be freed 2. Bona Fide : the contract must be read good faith. Good faith is a very broad concept which is considered to be governing in performing a contract, so the parties had to perform the contract in good state; it means respecting the other party’s rights without obtaining from the contract more than what the party is entitled to obtain. It means not causing any damage to the other party; good faith in performance and also good faith in construing and interpreting the contract. So, the contract must be interpreted in good faith and it means that the balance between the two counterparties obligations must be construed without letting one party to take advantage of the other. However, lex mercatoria is not enacted by organizations/nations. It’s difficult to identify these rules because in the dispute you have to demonstrate the reference to these usages. The concept is beautiful because it's the idea that merchants do their stuff by playing in accordance with their own rules, but the identification of these rules is really hard because you must demonstrate that Lex Marcatoria actually includes a certain practise or a certain usage or a certain general common principle of contract. If we consider the preamble of the UNIDROIT Principle we see that the UNIDROIT Principles are applicable if the parties have chosen to do so or if they have made reference to Lex Marcatoria. So, UNIDROIT principles are not a synonym of Lex Marcatoria but an example of a part of Lex Marcatoria. Why “a part”? Because they are not considered to be complete or to cover all the potential area of Lex Marcatoria. The UNIDROIT principles are in writing so they can be considered as a sort of an expression of the Lex Marcatoria . The choice of the Lex Marcatoria is a possibility that the parties have when it comes to the applicable law but the risk of the reluctance of the 26

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