James Sheets of Iowa is an attorney and educational consultant based in Des Moines who has spent more than two decades working across business, higher education, and legal studies. He has practiced commercial law and compliance, handling contractual matters for corporate clients, including work with publicly listed companies on technology agreements involving data privacy and proprietary software. James Sheets has held in-house counsel roles with Rite Aid Corporation, Acoustic LP, and Genuine Parts Company, where he drafted and negotiated service agreements spanning SaaS, data sharing, and vendor relationships with companies such as Google Cloud and Microsoft. He is licensed to practice in the District of Columbia, Iowa, Maryland, and Minnesota, and has taught international law and business law at universities in the United States, Bosnia, China, and Saudi Arabia. His recent research interests include data privacy, comparative legal systems, and international law.
Businesses often work across borders while different legal systems may treat the same deal differently. A supplier may operate in one country, a buyer in another, and the parties may choose a third country’s law. The written deal may settle price, quantity, and delivery, but differences in contract law can still affect how the parties understand duties that the agreement does not define completely.
Shared international contract principles can give the parties a common reference point when legal terms or business phrases may carry different meanings across systems. Those differences can affect specific questions about performance. A contract may mention cooperation, notice, timing, interpretation, changed circumstances, or remedies without defining every duty in detail.
The question is not whether one party has the better abstract view, but whether the contract explains how the duty should operate. A shared framework helps the parties identify those assumptions before a dispute starts.
Shared international contract principles can provide general rules for commercial agreements that cross legal systems. They do not automatically govern a contract merely because the transaction is international, but parties may give them contractual or governing effect in ways permitted by the relevant forum. They can also be used for drafting, interpretation, and supplementation.
That role can matter because differences among contract laws may add legal uncertainty and transaction costs to cross-border business.
The UNIDROIT Principles of International Commercial Contracts are one example. The Principles are non-binding rules for international commercial contracts and are designed for use across different legal traditions. Non-binding means they do not automatically control a contract like a statute. They matter when parties, courts, or arbitral tribunals use them in a legally accepted way.
Businesses may use those principles intentionally during drafting. They may choose the Principles as rules of law where the forum allows that choice, combine them with a domestic law, or incorporate selected provisions as contract terms. They may also use them to interpret or supplement another body of law. These choices give the Principles practical effect through the contract’s design.
Shared principles can also provide rules when contractual wording requires interpretation. Under UNIDROIT Article 4.1, the starting point is the parties’ common intention. If that intention cannot be established, the contract is interpreted according to the meaning reasonable persons of the same kind as the parties would give it in the same circumstances.
They can also help parties address later events. Hardship is a specific concept for exceptional situations where later events fundamentally alter the contract’s balance. Higher cost alone does not automatically excuse performance. The event must meet further conditions, including timing, foreseeability, control, and whether the affected party assumed the risk.
Common contract rules remain different from choosing governing law. A governing-law clause identifies which legal system governs the contract relationship. That chosen law may control interpretation, rights and obligations, performance, non-performance, damages, validity, and related issues. Businesses still need clear terms on governing law, dispute resolution, mandatory local rules, and the duties each party accepts.
The CISG shows the distinction in another way. It applies to qualifying international contracts for the sale of goods when its conditions are satisfied, and the parties may generally exclude its application or vary its effect. The UNIDROIT Principles are broader general rules for international commercial contracts rather than rules limited to sales of goods. Understanding that difference can help businesses determine which regime may already apply and whether additional contractual provisions or principles should be incorporated or selected.
About James Sheets
James Sheets is an attorney and educational consultant based in Des Moines, Iowa, with more than two decades of experience in business, higher education, and legal studies. He has held in-house counsel roles with companies including Rite Aid Corporation, Acoustic LP, and Genuine Parts Company, and is licensed to practice law in the District of Columbia, Iowa, Maryland, and Minnesota. He earned his law degree at the University of Iowa and has taught business and international law at universities in the United States and abroad.
