Abstract

This article investigates whether a coherent transnational contract law can be said to exist and examines the role of the Convention on Contracts for the International Sale of Goods (“CISG”) within this framework. It begins by identifying five prominent cross-border contracting practices: isolated commercial transactions, trade association contracts, supply chain governance, sovereign debt, and investment arbitration, revealing a fragmented legal landscape. It then evaluates these practices through two distinct jurisprudential lenses. A strict legal positivist account, the paper argues, struggles to identify a unified transnational legal system due to a lack of systemic coherence and shared rule-making agency. In contrast, a contemporary jus commune approach is a more viable framework for conceptualizing a common law that transcends national borders. Beyond this analytical inquiry, the article raises normative concerns, highlighting how powerful actors in areas like sovereign debt and investment law often select favorable legal regimes, creating risks of injustice and domination. In this context, the CISG is presented as a comparatively balanced and transparent model for international lawmaking, suggesting that more traditional international conventions may offer a more equitable alternative to the often opaque and power-oriented arrangements that currently characterize transnational contracting.

Keywords: Convention on Contracts for the International Sale of Goods, CISG, cross-border contracting, transnational contract