• 무역학회지
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• 제45권5호
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• pp.117-139
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• 2020

In case of international long-term transactions, there are various risks of economic change of circumstances including skyrocketing price increase and shortage of raw material, as well as force majeure in a general sense. Nevertheless, pretty many of international long-term commercial contracts do not include the provisions of renegotiation and adaptation of the contract. In this case, possibility of renegotiation and adaptation depends mainly on the applicable law. Namely, it may be possible or not, according to choice of law. The reason is that national laws have nuances each other, and most of national courts are traditionally reluctant to accept hardship. and also, provisions of international uniform law (CISG) has ambiguity and inflexibility in relation to the problems of change of circumstances. Accordingly, this paper analyzes comparatively the doctrines and provisions related to renegotiation and adaptation of contracts of the most representative countries such as England, U.S.A., France, Germany as well as provisions CISG and soft law such as PICC. By doing so, the author makes clear which laws of instruments is more flexible or acceptable in allowing renegotiation and adaptation of long-term commercial contracts, and emphasizes on the importance of inclusion of express terms by using other alternative supplementing clauses, as a best solution for settling the problems of legal uncertainty of contract in relation to renegotiation and adaptation.

• 무역상무연구
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• 제57권
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• pp.3-34
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• 2013

In the international sales contract, long-term contracts often face hardship in fulfilling the original contract terms by relevant parties due to rapid change and uncertainty of political and economic circumstance. In this case, party who faces hardship of fulfillment terminates contract or demands adaptation to contract condition but if opponent doesn't accept this, it proceeds to commercial dispute needing legal interpretation. Generally it is wise to set forth governing law in contract between parties in the case of international contract, for legal stability. One of universal governing law which relevant parties select by agreement to solve economical hardship of fulfillment is PICC. PICC defines the hardship in detail for renegotiation on following hardship of fulfillment unexpected. In the case of failing renegotiation, Court(arbitral tribunal) conducts termination to contract or adaptation to contract condition through arbitration or mediation. In conclusion, when signing international long-term contract, it is desirous to handle dispute effectively by inserting provisions which can deal with economical hardship in contract or defining PICC as governing law in the case of hardship incurred. It is because it is realistic to handle dispute smoothly to the extent that both parties can be satisfied in the case of hardship incurred, though international contract should be fulfilled.

• 무역상무연구
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• 제44권
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• pp.57-84
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• 2009

This Study attempts to compare and analyze on Principle of Change Circumstances under th CISG, PICC and PECL which are covered international commercial contract. In many international commercial contract, time is very important because delays in performance are sanctioned heavily by substantial penalty clauses. When change in circumstances affects contract performance, the contract will often not be suspended or terminated. Therefore, principle of change circumstances is being prepared of fluidity of contract environment and its effect in general. Taking into consideration the problems relating to the renegotiation or adaptation in the cases of radical change of circumstances where the CISG applies, it is suggested that the contracting parties should make clear their intentions, that is, whether they will provide for the possibility of renegotiation where the price of goods has been altered by inserting a hardship clause or for the possibility of mutual discharge from liability in the cases of economic impossibility or hardship by inserting a force majeure clause. Such provision will be desirable especially in situations where there is a long term contract, the price of goods sold tends to fluctuate in the international commerce, or where especially in contracts subjected to arbitration, the parties subject their contract to legal sources or principles of supranational character. Therefore, this study has shown that the hardship provisions in the CISG, PICC and PECL has similarities to each a validity defense and an excuse defense. it was provisions that CISG governs this issue in Article 79, PICC Article 6.2.1, 6.2.2, 6.2.3 and PECL Article 6.111.