Rome Convention

Article 3

Freedom of choice

1. A contract shall be governed by the law chosen by the parties. The choice must be expressed or demonstrated with reasonable certainty by the terms of the contract or the circumstances of the case. By their choice the parties can select the law applicable to the whole or a part only of the contract.

2. The parties may at any time agree to subject the contract to a law other than that which previously governed it, whether as a result of an earlier choice under this Article or of other provisions of this Convention. Any variation by the parties of the law to be applied made after the conclusion of the contract shall not prejudice its formal validity under Article 9 or adversely affect the rights of third parties.

3. The fact that the parties have chosen a foreign law, whether or not accompanied by the choice of a foreign tribunal, shall not, where all the other elements relevant to the situation at the time of the choice are connected with one country only, prejudice the application of rules of the law of that country which cannot be derogated from by contract, hereinafter called 'mandatory rules'.

4. The existence and validity of the consent of the parties as to the choice of the applicable law shall be determined in accordance with the provisions of Articles 8, 9 and 11.

Holdings

C-272/183 Oct 2019

Verein für Konsumenteninformation v TVP Treuhand- und Verwaltungsgesellschaft für Publikumsfonds mbH & Co KG

A non-negotiated choice-of-law term in a trust agreement between a professional and a consumer for the management of shares in a limited partnership, selecting the law of the Member State of the partnership's seat, is unfair where it gives the consumer the impression that only that law applies and does not inform the consumer that, under Article 5(2) of the Rome Convention and Article 6(2) of Regulation No 593/2008, the consumer also enjoys the protection of the mandatory provisions of the national law that would apply without that term.

C-184/1217 Oct 2013

United Antwerp Maritime Agencies (Unamar) NV v Navigation Maritime Bulgare

The court seised may set aside the parties' choice of the law of a Member State that meets the minimum protection required by Directive 86/653/EEC and apply the law of the forum instead, because the forum treats its rules on self-employed commercial agents as mandatory, only if - after a detailed assessment - it finds that, when implementing that directive, the forum legislature considered it crucial to give commercial agents protection going beyond the directive, taking account of the nature and objective of those mandatory provisions.