Unidroit Principles of International Commercial Contracts and new frontiers of blockchain, smart contracts, and digital assets

Abstract

Abstract The Unidroit Principles of International Commercial Contracts (UPICC) mark their 30th anniversary as a cornerstone of international business law and, arguably, are one of the most significant components of modern lex mercatoria. This article aims to explore the future of the UPICC in the context of rapidly evolving technologies, particularly blockchain and its applications, such as smart contracts and digital assets. With the publication of the Unidroit Principles of Digital Assets and Private Law, emphasizing the importance of this new field in the unification of international commercial law, these two Unidroit instruments and their related legal frameworks must be analysed within a shared context. The author recognizes that the UPICC face notable challenges in addressing the distinct characteristics of smart contracts and digital assets, particularly in relation to their specific provisions. Additional challenges include the rise of blockchain ‘arbitrations’ with automatic enforcement of awards and the circumvention of national or international laws and rules, the abundance of mandatory rules governing digital assets, and the possible rise of AI-driven smart contracting. Nevertheless, the article concludes that the UPICC’s inherent flexibility enables it to adapt and position itself as a cornerstone of modern lex mercatoria within the crypto ecosystem, contributing significantly to the evolution of the so-called lex cryptographia.