Obligations

Abstract: COVID-19 has touched every aspect of Australian society, including the law of obligations. This comment considers how the pandemic could affect contracts - a topic which is already a very popular subject of law firms' client updates. After discussing frustration and force majeure, it addresses a few relevant torts, including trespass to the person, the tort recognised in Wilkinson v Downton, and negligence. The comment is intended to provoke further dialogue on how COVID-19 is affecting Australian law, including in the forthcoming thematic issue of the University of New South Wales Law Journal on 'Rights Protection amidst COVID-19'.

Abstract: It is no longer news that the world is confronted with a common enemy today - the novel Coronavirus 2019 popularly known as COVID-19. The virus was first discovered in China and has today spread across over 190 countries around the globe. COVID-19 has disrupted the world economy and businesses across the globe are heavily hit by the operation of the pandemic. There is no gainsaying the fact that this novel coronavirus has surfaced in Nigeria with over 40 cases discovered so far as at the time of this article and still counting. The Nigerian Government, like other countries of the world have taken some measures to contain the spread of this virus in the most populous nation in Africa, which measures obviously is taking a hard toll on businesses, transactions and the economy at large. While the world continuously strives hard to put an end to this misery ravaging the whole world, it is almost certain that the post COVID-19 world would likely herald a bundle of commercial disputes possibly arising from breach of obligations as a result of the sudden outbreak of this disease. Thus, commercial lawyers would be called upon to review various commercial agreements and defaulting litigants would rely on commercial lawyers, to present a solid defence for them, to the breach of their obligations resulting from the COVID-19 disorder.

Abstract: The Coronavirus epidemic shapes a situation that can be considered an event of force majeure, characterised by unpredictability, exceptionality and uncertainty in its duration and then impossibility of performing and termination of contract. It is necessary to take into account also the provisions adopted by national legislators concerning limitation of economic activities, working, traveling, moving etc. These limitations result in orders and prohibitions, modifying the performance of contracts, sometimes causing impossibility. In Italian law these events are considered "factum principis", whose legal effects are similar to force majeure. Factum principis and force majeure affect long-term contracts, and may cause temporary supervening impossibility or supervening excessively onerous nature of the performances. In the first case, the performance may be postponed, in the second the contract shall be terminated. Italian Civil Code's provisions suggest how the risk may be allocated between the parties in different situations submitted to the judge.

Abstract: The narrow doctrine of frustration in English Contract law (under which the parties' outstanding obligations are discharged automatically) applies only when performance of a contract is impossible because of a change in circumstances. Although much-discussed, "frustration of purpose" applies only when the change has defeated the purpose for both parties and has very seldom been applied. Pre-COVID-19 law contains a few exceptions, but mostly for consumer contracts. The measures taken to relieve parties affected by COVID-19 do not involve any significant changes to contract law. Changes relevant to contracts involve delaying enforcement procedures or changes to the Financial Conduct Authority's regulatory requirements to provide for "payment holidays" for consumer credit or other financial services. Limited changes to contract law may emerge, but no significant permanent changes.

Abstract: Force Majeure and hardship provide legal tools to deal with the effect of unexpected future events and unforeseen changes in circumstances, particularly in long-term contracts. Given its global and unprecedented dimensions, its lethal potential and its drastic effects on international contracts the COVID-19 pandemic will generate years, if not decades, of post-pandemic litigation and arbitration focusing on the application of these two concepts. The paper examines the two concepts, from their historic origins over the different paths they took in civil and common law to modern transnational contract law as applied by international arbitral tribunals. Based on this historic and comparative analysis, the paper shows that in such extraordinary times, the doctrines of Force Majeure and Hardship assume the role of regular, rather than exceptional legal remedies, allowing for the risks emanating from the unprecedented crisis to be evenly distributed between the players in the global economy.

Abstract: This paper shows which steps should be taken to minimise the risk of a deluge of disputes following the Covid-19 crisis and to increase the prospect of constructive outcomes.

Extract: COVID-19 has impacted businesses and communities, leaving in its wake infections, death, shortages of essential services, unpreparedness and mental and physical uncertainty. One question is, what is the impact of COVID-19 lockdown on pre-existing contractual obligations?

Abstract: A major issue raised by the COVID-19 crisis is whether it constitutes a lawful ground for non-performance or the modification of contracts. French law traditionally took a very strict view on the binding force of contracts and only acknowledged force majeure as a cause of discharge of contract. However, the reform of contract law passed in 2016 has brought some changes and there are now several provisions in the code civil which may justify a discharge or an adaptation of contract in the case of a major change of circumstances. The COVID-19 crisis is now putting these provisions to test.

Abstract: The aim of the article is to analyse how the spread of COVID-19 affects contractual relationships under Spanish law. A case-by-case approach is adopted - the key difficulties and paradoxes associated with the application of the current legal framework are determined by analysing the most typical difficulties encountered by the contractors due to the pandemics. The legal context is comprehensively presented: the core practical issues related to the functioning of the institution of force majeure are examined. The common problematic scenarios caused by the COVID-19 are addressed, i.a.: the practical impact of the all risk clauses on the risk distribution, the disappearance of causa of the contract, the tension between labour law mechanisms and force majeure. Finally, the possibility of classifying COVID-19 contingency as a force majeure contingency is examined (both the undisputed and the debatable force majeure contingencies are discussed).

Abstract: The COVID-19 outbreak and government measures to combat the virus are causing widespread disruptions throughout the economy. Parties unable to perform contractual obligations due to COVID-19-related disruptions should consider whether contractual force majeure provisions or New York common-law defenses of impossibility and frustration of purpose may provide a means of limiting liability for non-performance. Parties struggling to perform contractual obligations due to pandemic related circumstances should carefully analyze any relevant force majeure clauses, the potential applicability of any common-law defenses to performance, and the available dispute resolution mechanisms. A careful analysis of the available defenses and dispute resolution provisions may better enable parties to renegotiate their obligations and defend themselves against claims for non-performance.

Introduction: If COVID-19-related lockdown measures affected performance of a commercial contract, the party who could not perform its obligations will seek to avoid being held liable for breach of contract. Many commercial contracts contain a force majeure clause--a clause excusing a party's non-performance if certain requirements are met. Contract clauses may vary from each other, but force majeure clauses often are quite standardised and inserted into contracts without adjustment to the particular circumstances. Therefore, with the proviso that each clause has to be individually read, it is possible to make some general considerations on force majeure clauses in the COVID-19 emergency.

Failing a force majeure clause, the applicable law will determine whether the affected party is excused or whether it is in breach of contract. Contracts are subject to the law chosen by the parties. Failing choice by the parties, the applicable law is determined by the court's conflict rules. In case of arbitration, the applicable arbitration rules and arbitration law will determine how the arbitral tribunal is to select the governing law. Statutory rules may contain various nuances from country to country. However, within the same legal family, there is a common basis.

Below follow some general considerations on the applicability, in the COVID-19 emergency, of force majeure clauses, as well as of corresponding principles contained in the civil law (exemplified here by the laws of France, Germany, Italy and Norway), and in the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG)--which applies (unless the parties agreed otherwise) to sales contracts between parties belonging to 93 states, including the US and the four countries discussed here.

Abstract: Discusses negotiations under the law of Macao to modify public procurement contracts which can no longer be performed as originally agreed because of the coronavirus pandemic.

Abstract: To face COVID-19, this current, exceptional, and unforeseeable pandemic, the extraordinary procedure of enacting Acts of Legislative Content was followed in Greece, a procedure provided by the Greek Constitution in exceptional circumstances. Accordingly, as of the 25th of February 2020 till the 1st of May 2020, nine Acts of Legislative Content have been issued. They have been ratified by law and have been followed by a considerable number of ministerial decisions, necessary for their implementation. Said acts contain provisions imposing measures for the prevention and limitation of the spread of COVID-19, including the lockdown of enterprises for a certain period as well as provisions for the regulation of such lockdowns to specific contracts. The purpose of the present contribution is to shortly present these provisions as well as the provisions of the Greek Civil Code which apply when events of force majeure, such as the pandemic of the COVID-19, occur.

Abstract: This Article explores the normative foundations of the rules governing mutual mistake, impossibility, impracticability, and frustration and studies their doctrinal implications. These familiar doctrines, which make contracts voidable or excusable whenever they are grounded on a shared basic assumption that failed, puzzle commentators and courts. We claim that the key to properly understanding their role and interpret their doctrinal elements lies in appreciating the core principles of a genuinely liberal - that is: autonomy-enhancing - contract law. The rules that delineate the scope of these doctrines are guided by liberal contract's commitment to ensure that promisors' future selves are not unacceptably encumbered. The rules that regulate these doctrines, in turn, follow liberal contract's principles of proactive facilitation and relational justice. Together, these rules exemplify both the power of the liberal foundation of modern contract law and the subtlety of its doctrinal workings.

Abstract: Following the spread of COVID-19 to Estonia in the beginning of March 2020, the Government declared an emergency situation from 12th March 2020. For officially and voluntarily closed businesses, staff reductions, reduction of remuneration or working load, the amendment or termination of the employment and other contracts for work or services became one of the legal measures in preventing larger damages. The aim of the paper is to answer the question under what conditions the affected party may demand amendment of an employment contract and civil law contract - on the example of a contract of mandate - in order to restore the original balance of the obligations, and terminate the contract, in order to assess the level of protection of parties interests. The comparison of an employment contract and a contract of mandate is based on legal provisions of Estonian law regulating the legal consequences of change or circumstances, which leads to the alteration of balance of contractual obligations in an emergency situation, like it was caused by COVID-19.

Abstract: The common law doctrine of frustration and the civil law doctrine of force majeure are both doctrines of respectable antiquity that can trace their origins back to Roman law. The recent Coronavirus pandemic (and its unprecedented impact on business) has focused attention on the way in which these doctrines have been developed by courts in different jurisdictions and prompted debate as to whether such developments now strike the right balance between legal certainty on the one hand, and fairness to the contracting parties on the other. Given Jersey's unique status as a 'mixed' civil and common law jurisdiction, a comparison of English law and French law in this area offers some interesting insights into the likely scope of a modern Jersey customary law doctrine of force majeure.

Abstract: The COVID-19 pandemic and the enactment of legislation to slow the spread of the virus are affecting large parts of the economy, including contractual relationships. This paper examines the legal situation and possible remedies, according to Swiss and Austrian general contract law. Both jurisdictions allow for contractual force majeure clauses to allocate risks in connection with unforeseeable or changing circumstances. As there is no statutory definition of force majeure, the individual contracts need to be examined, and COVID-19-specific clauses for newly concluded contracts should be introduced. In the absence of a contractual agreement, the concepts of delay of performance or impossibility might be applicable for adaptation or termination of the contract. If the contractual equilibrium is severely disrupted by the changing circumstances, the doctrine of clausula rebus sic stantibus could apply.

Abstract: The paper provides a preliminary analysis of the legal instruments that governments use to provide emergency regulation of contracts in the wake of the turmoil resulting from the COVID-19 pandemic. We identify the acute liquidity concern afflicting virtually all agents along the contractual chain as the most pressing problem. We then introduce some of the main criteria to understand and design response measures in the area of private contracts in times of emergency: (i) the systemic and urgent character of response measures; (ii) keeping things simple, minimizing ex ante controls and transaction costs; (iii) the urgency of preventing a chain reaction of defaults along contractual networks and the economy at large; (iv) the relational value of existing contracts and the ways to preserve it; (v) how tailor-made agreements in M&A and finance have means to cope with the impact of emergencies.

Abstract: The article offers information on the impact of the coronavirus pandemic on the commercial activities around the world. It discusses the coronavirus outbreak and force majeure, along with information on the restrictions on travel and gatherings imposed by the government officials all over the globe. It mentions the steps taken by business to limit business travel and participation in meetings and social events.

Abstract: As well as terrible health impacts, the COVID-19 pandemic has caused extraordinary economic convulsion. A major part of that has been the disruption of the performance of contractual obligations, and this has led many contract parties to trigger, where they can, clauses that provide force majeure relief.

The pandemic has created unusual dynamics in the operation of force majeure clauses. Where many previous disputes over such clauses concerned the threshold question of whether the relevant circumstances fell within the force majeure clause,2 there appears to have been near universal acceptance that the operation of such a clause is justified if the pandemic has affected a contract. On the other hand, the extended duration of the pandemic and the uncertainty over how the world will move to a postCOVID state has meant that other parts of force majeure clauses are being tested as never before. Yet the drafting of such clauses insofar as they relate to the period after the force majeure notice typically leaves much to be desired.

Abstract: During the COVID-19 pandemic, the social isolation measures, the closure of borders and the restrictions on business activity (including the provision of goods and services in the ordinary course of business) have seriously disrupted private contractual arrangements between commercial parties on both a domestic and cross-border basis. This article provides a high-level overview of the contractual impact of COVID-19 on corporate and financial transactions in three areas: material adverse change clauses; force majeure clauses; and the doctrine of frustration. The analysis highlights both the complexities of these concepts and also the extent to which their operation is subject to the specific circumstances, even in the context of the COVID-19 pandemic.

Abstract: Examines the evolving response to the disruption to commercial contractual relations caused by COVID-19, including: the use of remote hearings to resolve disputes; the UK Cabinet Office's Guidance on responsible contractual behaviour during the COVID-19 emergency; the effect of the UK's Government's Corporate Insolvency and Governance Bill 2019-21; emerging calls for the judiciary to adopt an innovative approach to contract law; and the benefits of remote mediation.

Abstract: The purpose of this study is to determine the social impact of the learning process of agreements and regulations in the Civil Law regarding the procurement of goods and services during the Covid-19 pandemic, its implications for preventing corruption in Indonesia. The research method used is normative using a theory-in-use approach. The results of the study found three crucial points. First, the law of goods and services agreements gives freedom to people who do not have restrictions in the code for that. The contract for the procurement of products and services during the Covid-19 pandemic was categorized as a relatively temporary force majeure so that it could renegotiate to rearrange the implementation schedule. Second, good faith is the key to success in resolving frustrating agreement problems to save the agreement to provide benefits and benefits to both parties. Third, in the end , civil law provides an essential lesson that in transactions based on good faith where there are values of decency , honesty , and fair wisdom is the prevention of con-uption in the procurement of goods. Good faith is the key to success in resolving frustrating agreement problems to save the agreement to provide benefits and benefits to both parties. And service in difficult times like today .

Introduction: Estonian contract law contains a general force majeure clause in SS 103 LOA (Estonian Law of Obligations Act) modelled after art 79 CISG and comparable provisions of PICC and PECL. In order to qualify as force majeure, an impediment has to be 1) beyond the control of the debtor; 2) unforeseeable at the time of conclusion of the contract and 3) not reasonably possible for the debtor to avoid or overcome. Under such definition, restrictions due to Corona-19 pandemic can in principle be qualified as force majeure but it surely depends on the circumstances of each case. For example, in construction contracts where foreign workforce cannot enter the state or already ordered materials are stuck abroad, it is important to ask whether the debtor can overcome these obstacles eg by hiring local workforce or buying building materials from local stores. As for the unforeseeability requirement, one can argue that if a contract was concluded after COVID-19 was called pandemic by WHO on 11 March 2020 such impediments would most probably not constitute force majeure any more.

Abstract: The Covid-19 pandemic is a significant disruption for the performance of contractual obligations. Contracts often contain a force majeure clause that lays out the circumstances under which a contract can be terminated or suspended. However, not all contracts contain such a clause, or the clause might not cover the current situation. In the absence of a force majeure or similar type clause the applicable law fills that gap. This paper concentrates on international commercial law contracts and transnational commercial law; it specifically focuses on the Convention for the International Sale of Goods,1 the UNIDROIT Principles of International Commercial Contracts,2 and the principles of the lex mercatoria. This paper analyses how these instruments could be applied if the contractual parties do not meet their obligations because of the Covid-19 pandemic.

Abstract: When private parties perform contracts, the public bears some of the costs. But what happens when society confronts unexpected contractual risks? During the COVID-19 pandemic, completing particular contracts -- such as following through with weddings, conferences, and other large gatherings -- will greatly increase the risk of rapidly spreading disease. A close reading of past cases illustrates that when social hazards sharply increase after formation, courts have sometimes rejected, reformed, and reinterpreted contracts so that parties who breach to reduce external harms are not left holding the bag.

This Essay builds on that observation in making two contributions. Theoretically, it characterizes contracts as bargains that always involve the public. Law has three tools at hand to govern contract's social cost: delineating subject matter about which parties can bargain, interacting with parties as a regulator, and, finally, interpreting and reforming in court. Post-hoc consideration of social costs is the least well-known, and most unsettled, mode of governing contract externalities. We ground that technique in its history as a specialized application of the law of contract public policy. Practically, this Essay advises parties negotiating whether and how to perform to consider the public's health, since history teaches that, at least some of the time, courts will too.

Abstract: Corona may be a new issue, but epidemics are not. Legal issues related to epidemics are of all times. Two disasters which struck in recent times were the millennium bug and the financial crisis. This paper deals with the question how Dutch law has coped with the corona crisis. More in particular it addresses how the 1992 Civil Code's new provision on unforeseen circumstances has been (non) applied in practice. The paper then turns to two international developments: the work of the International Chamber of Commerce - see also the paper by Denis Philippe in this volume - and the work of the Common core of European private law (Trento) project.

Abstract: Reviews the debate over whether contractual disruptions caused by the coronavirus pandemic are covered by force majeure clauses. Examines the general position, the tradition of interpreting such clauses narrowly, and the factors likely to be considered by the courts, including the natural meaning of the relevant words. Sets out practical guidance on drafting force majeure clauses, and whether a widely-drawn catch-all provision is advisable.

Abstract: Pacta sunt servanda - agreements must be kept. This general principle of civil law requires that both or all parties to commercial contracts are expected to meet their contractual obligations, at least as long as performance is still possible and circumstances do not change fundamentally, thereby ensuring the efficacy and the efficiency of our system of private ordering. In March 2020, however, the rapidly spreading coronavirus outbreak, which was eventually declared a pandemic by the World Health Organization, all of a sudden changed everyday life all over Europe from one day to another. Airlines were cancelling flights, companies were closed down, and consumers were rapidly changing their buying behavior. In addition, many European countries, including Switzerland, enacted emergency decrees, according to which national borders were closed, cities were sealed off, major events with more than a certain number of people were banned, and teaching in schools and universities was suspended, at least for some time. There is no need to say that this situation caused considerable difficulties for all participants in the economy, business enterprises and consumers alike. Against this backdrop, I elaborate on both the remedies for a breach of contract provided by the legislator as well as the adaption and the termination of contracts by a competent judge in order to address the question, whether the statutory risk allocation pursuant to the Swiss Code of Obligations is still adequate or not. A functional and doctrinal approach is used to unfold and analyze this timeless question from a contemporary perspective.

Abstract: The Principles for the Covid-19 Crisis, drafted by the European Law Institute in May 2020, provide a set of criteria that deserve an analysis within the framework of contract law. In particular, its Principle no. 13 lays down a rule on force majeure and hardship in light of which national contract laws may be re-examined. Consequently, an event considered to amount to force majeure will usually entail in the contract that the debtor at stake will be relieved of the duty to compensate for non-performance. Therefore, force majeure does not necessarily lead to the termination of the contract. The present paper, thus, analyses the new Principle no. 13 from the perspective of (mostly) Spanish contract law, the CISG and several soft law instruments.

Abstract: Over the past few months, as the world has become familiar with new phrases like "social distancing", the legal community has revisited old concepts like force majeure and frustration of contract. While there is no doubt that Covid-19 has had a significant impact on the world, the question of whether Covid-19 actually constitutes a force majeure or is sufficient to frustrate a contract remains a fact-driven, open ended one.

To aid in the determination of contractual obligations during and in the aftermath of the pandemic, this article summarizes the current state of the law on force majeure and frustration.

Abstract: While businesses are battling the coronavirus disease 2019 (COVID-19) -- the most challenging epidemic the world has faced since the Spanish Flu outbreak that occurred after World War I -- their contractual obligations do not disappear. Force majeure may, however, excuse those obligations. But as discussed below, force majeure may be a limited potential solution, rather than a panacea.

Introduction: COVID-19 has been regarded as the "black swan" event of 2020, causing massive upheaval to businesses and impacting economic ecosystems on an unprecedented scale. Since the onset of the pandemic, governments across the globe have responded with measures in the form of border restrictions and orders requiring employees to stay at home, which have severely disrupted business operations and supply chains. Many businesses which encountered difficulties in fulfilling their contractual obligations faced the threat of damages claims or risked having their deposits forfeited or leases terminated. This article will explore two primary avenues of contractual relief-force majeure clauses and the doctrine of frustration-under English and Singapore law. While Singapore's position in these two areas of law accords with the English position, local jurisprudence further elucidates the legal position for parties. Also, new legislation fast-tracked through the Singapore Parliament now offers affected businesses and individuals interim relief in relation to certain contracts.

Abstract: The novel Coronavirus (2019) (COVID) has created a dilemma: Open the economy and spread disease; quarantine and choke the economy. Thus far, the response has looked to government for health-safety standards and financial subsidies. Although these are necessary steps, they have become politicized, thereby exacerbating severe uncertainties created by the pandemic. While we will surely halt it, we do not know how, when, or what comes next.

Many writers are exploring litigation that will flow from COVID. This Article considers the flip side: the important but under-appreciated role that ex ante contracting plays in addressing the COVID dilemma. Liability waivers, for example, will be ubiquitous, but might be misused to shelter poor risk management. This essay argues that these waivers should be enforceable only when coupled with reasonable health-safety precautions, which may appear in contracts such as workplace rules or supply chain agreements. Without such balance--or worse, when imposed by fiat, as President Trump did in the meat processing industry--they can inflame the public health crisis.

At the same time, the COVID-induced shutdown has caused most contracts to be in or near breach. This has resulted in responses such as litigation, bankruptcy, and bailouts. While these may be inevitable, second-order contracts such as standstill agreements provide certainty that enables parties to adjust commercial relationships in ways that may preserve more value at lower cost than public interventions.

Contract in this context is thus doing more than creating private order; it is also producing public good. This hearkens to Depression-era scholarship which argued that contract had public ramifications. Although modern writers have largely abandoned that view, it reflected a change in mindset that cleared the way for sweeping New Deal reforms. While we do not yet know whether COVID will be as disruptive as the Depression, the uses of contract described here may signal a comparably dramatic realignment of private and public.

Abstract: This comment highlights major civil or commercial (mostly contract) law provisions in 23 judicial documents newly released by the Supreme People's Court or High People's Courts in China in response to the outbreak of the COVID-19, and assesses the significance of key changes that they make to the pre-pandemic law. It concludes by noting the increased role of the doctrine of the change of circumstances and the 'contract purpose' test, the emphasis placed on consensual solutions (by way of mediation and contract re-negotiation), and the flexibility and relatively clearer guidance afforded to lower courts in their adjudication of contract disputes arising in connection with the COVID-19.

Abstract: This chapter describes the Scottish legislative response to the coronavirus pandemic, noting that the chief impact on contracts is most likely to arise from issues of the supervening illegality of particular kinds of activity normally carried out under contracts. Scottish law largely follows English law in its doctrine of frustration and its approach to force majeure clauses. The paper accordingly suggests that the temporary interruptions to performance which the coronavirus legislation brings about may not be sufficient to discharge affected contracts. The Scottish courts law may need rather to develop their very limited powers of equitable adjustment in response to changed but not necessarily frustrating circumstances. Some ways in which this might be done are suggested.

Abstract: The article discusses the issues on the use of the force majeure clauses in commercial transactions due to the coronavirus pandemic when the virus is not explicitly included in the terms of agreement. Also cited are the clauses' aim to eliminate the liabilities of both parties in a contract, a background of the pandemic that affected up to 24 countries, and the Principles of International Commercial Contracts detailing why the pandemic is a force majeure event.

Abstract: On 11 March 2020, the World Health Organisation ("WHO") characterised COVID-19 as a pandemic pursuant to an assessment by the WHO. As the global community grapples with COVID- 19 and its ramifications, parties to commercial agreements have not been spared from panic in respect of the adverse effects on those agreements.

Abstract: Force-majeure and Frustration are contract principles which are very significant in the present context of Covid-19 pandemic. This article is a study on the said contract principles with various judicial pronouncements on the applicability of force-majeure and frustration.

Abstract: The legal and social consequences of the COVID-19 epidemic raise challenges in legal systems. Incompleteness of contracts requires statutory or judicial intervention in order to reach the most efficient risk allocation in contractual relationships. In Hungarian contract law implied terms, impossibility and judicial amendment of contracts on the grounds of clausula rebus sic stantibus provide the doctrinal framework for such an assessment. These doctrines provide the legal framework for balancing the conflicting interests of the binding force of contracts and the demand for adjusting social and legal relationships to changing circumstances. Contracts are to be assessed on a case-by-case basis, but it is argued here that commercial and non-commercial transactions require different approaches as well as direct legal and indirect social consequences should be considered differently.

Extract from Introduction: The objective of this paper is to shed light on some plausible responses to the crisis caused by the Covid-19 outbreak as it affects contractual relations. Even though our analysis is limited to Quebec contract law, we will discuss some measures adopted by the Canadian Federal Government which may nonetheless have some impacts. In the first section of this paper, we will discuss the doctrine of force majeure, its conditions, its effects and its application in the current crisis. The second section will be dedicated to the theory of imprevision. After a historical overview, we will demonstrate the reasons this doctrine is not applicable under Quebec contract law. The first two sections will be dedicated to more traditional responses to this problem. In the third section, we will discuss the new role assigned to the duty of good faith by virtue of a new understanding of this concept which emphasizes cooperation in contractual relationships. It will be shown that even though this understanding seems to be promising, Quebec contract law is not yet ready to use it in order to judicially redistribute risks and benefits of a contract. Finally, the last section will study the out-of-the-box solutions brought by the public authorities to fight the effects of the current crisis. It will be shown that slight links may be made between public responses and cooperation in contractual relationships.

Abstract: The contribution is divided into two parts. The first describes the essential lines of the discipline of contingencies (change of circumstances in a broad sense) in Italian law with some comparisons with English common law. In particular, two subdivisions of the subject are presented. The former is the distinction between contingencies that disrupt the exchange covered by the contract in a qualitative sense and contingencies that disrupt the exchange covered by the contract in a quantitative sense. The latter is the distinction between typical contingencies, that is, legally foreseen and disciplined, and atypical contingencies, that is, not governed by the contract or by the law and which can make the equity criterion intervene. After this premise, the author analyses two hypotheses of lease contracts, those for commercial use and those for the residence of university off-site students, which can be considered examples of typical contingencies and atypical contingencies respectively. The Author concludes with a reference to quantitative contingencies with regard to which he takes into consideration the remedies of termination, equitable adjustment and renegotiation.

Abstract: The outbreak of the COVID-19 virus has led to most South Africans working from home or other remote areas. A direct result of this is the lack of access to office equipment such as printers and scanners, which means that some commercial contracts will now have to be signed electronically. This article will discuss the use of electronic signatures and advanced electronic signatures in commercial contracts in South Africa, focusing on the Electronic Communications and Transactions Act (25 of 2002) (ECTA). The ECTA is the primary legislation that regulates electronic signatures and advanced electronic signatures.

Abstract: The spread of COVID-19 has had a global impact, with the human toll being significant, and with the economic cost being unquantifiable. With regards to business and contractual relationships, legal liabilities owed to disruption, cancellations, or to the imposed halt of everyday life are perhaps the most notable. This article starts by examining frustration in English, US and continental contract law in relation to cases where the circumstances have changed due to unnatural events such as the ongoing COVID-19 pandemic. It then moves on to discuss the impact of Covid-19 on insurance, in particular business interruption, travel and general liability insurance. The likelihood of success of future claims, the scope of coverage, together with the meaning and interpretation of the term "force majeure" and how this will relate to exclusions from insurance coverage is discussed. Valuations methods are also considered and evaluated with a view to protect the policyholder as his business interruption policy is a contract of adhesion not having left him any room to negotiate. In addition, possible interpretations to be followed by courts in future claims and liability for catastrophic risks and methods of compensation are examined and conclusions on the role of insurance in the COVID19 pandemic are drawn.

Abstract: Beyond the alarming spread of COVID-19 across the globe and the social distancing measures being put in place by the government authorities all over the world, the sting of the pandemic has had far reaching effects and has found its way into almost every sector of the economy. Businesses are at risk of being wind up, contractual obligations are likely to be breeched if not properly reviewed, terms of contract between employers and employees have become airy-fairy and the atmosphere has become a false dawn for potential investors, stakeholders and growing industries. This article seeks to address the imminent issues that may arise from the impact of the pandemic as it relates to contractual agreements and proffer possible recommendations.

Abstract: This article analyses whether the coronavirus crisis can lead to the application of the doctrine of force majeure; the different conditions of application of force majeure are discussed (non-accountability, unforeseeability and impossibility) as its effects which are not defined clearly by the literature and the case law. This article gives some hints for the drafting of force majeure clauses. Of course pandemics must be mentioned in the circumstances constituting force majeure. Then, the possibility to find alternatives in case of non-performance must be considered; finally, a renegotiation of the contract can be organised in the force majeure clause. The article also analyses the doctrine of unforeseen circumstances and the drafting of hardship clauses. Finally this article mentions the corona principles of the European Law Institute which recommends a renegotiation of the contract following the corona crisis.

Abstract: In order to handle the economic consequences of the COVID-19-pandemic, the German legislator has issued a number of specific rules for certain contracts for a limited period of time. The fact that legislation saw the need for such measures raises the question whether established German contract law is not sufficient to deal with the consequences of a large-scale crisis. This essay therefore outlines in a first step how the rules of general contract law in Germany apply to contracts affected by the COVID-19-crisis. The second step is dedicated to an analysis of the interaction between the particular rules within the emergency regulation and the general contract and will conclude with some first tentative answers to the general question concerning the reasons to amend German law by the Corona Contract Law legislation.

Introduction: The COVID-19 pandemic of 2020--as well as government orders to contain it--has prevented countless people, babysitters to basketball players, from fulfilling their contracts. Are all of these parties legally liable for breaching their contracts? Or are they excused due to this extraordinary event? What about payments made in advance, such as tickets bought for a concert that has now been canceled, or a dorm room leased at a college that is now closed?

This coronavirus is new, but wars, floods, and even other pandemics have upset innumerable contracts over the years. In response, our courts have established a fairly clear set of legal rules--most importantly the doctrines of 'Impossibility' and 'Restitution'--to answer these questions. Beyond that, contracting parties can, and often do, "contract around" these legal doctrines by including a 'Force Majeure' clause, which specifies what should happen in case of an 'Act of God' like the coronavirus.

Part I of this Essay will describe the legal doctrines of Impossibility and Restitution and how they might apply to a contract undermined by the COVID-19 pandemic. Part II will explain how a Force Majeure clause alters those background doctrines to give--or withhold--relief to a party whose performance has been thwarted by the pandemic.

Finally, Subpart II.C will peer into the future and predict that many parties will likely revise their Force Majeure clauses to ensure they cover a pandemic like this. While such a revision may seem obvious from a legal perspective, it may not be optimal from a business perspective, as it may lead counterparties to greatly lower the price they are willing to pay--or even refuse entirely to make a deal. Indeed, some parties may conclude that the default Impossibility doctrine provides better protection than a Force Majeure clause, as it covers any and all unexpected cataclysms, not just those expressly listed in the contract.

Abstract: The essay aims to outline, in a general perspective, the different possible strategies to respond from the normative point of view to the consequences, direct or indirect, on the contractual relations of the pandemic COVID-19: a solution entrusted to the jurisprudential law seems appreciable for its elasticity, but the requirements of certainty and predictability appear preeminent to be assured only by the legislative intervention.

Abstract: Any country undertakes several actions to fulfill the public needs of its people or to achieve economical and financial targets. One of the most famous actions is contracts, the state is usually engaged in several contractual relationships to achieve the aforementioned targets. In Civil Law countries, the Administration concludes two types of contracts, Public Law Contracts and Private Law Contracts. The overwhelming opinion in the Egyptian Administrative Law, jurists and judgments are that there are 3 main criterion to distinguish administrative contract from civil and commercial contracts, which had been explained in the judgment of the Supreme Administrative Court 'It is recognized that the Administrative Contract is the contract concluded by a public law person with the intention of managing of public utility and for showing its intention to adopt the Public law method, which includes a clause or conditions that are unfamiliar to private law contracts.' . Through the performance of Administrative Contracts certain obstacles appeared, some of them are foreseeable and others unforeseeable. After the announcement by WHO on 13th March 2020, that COVID-19 is a pandemic, several states declared the state of emergency due to the outbreak of COVID-19 which caused many economical and financial disasters, to both public and private sectors. In this research I will focus on the outbreak of COVID-19 as unforeseeable events which led to overturn the financial and economical equilibrium of the Administrative Contract in Egypt. This is what we will illustrate together in the following pages.

Abstract: This paper examines the efforts of the American Bar Association to draft proposed Model Contract Clauses for businesses that prohibit modern slavery and child labor in supply chain contracts. This involves a careful balancing of a buyer's desire to avoid consuming goods manufactured with human rights abuse and its desire to protect itself legally, in order to ensure that the company is acting in alignment with its responsibility to respect universally recognized human rights under the UN Guiding Principles on Business and Human Rights. This subject is quite timely in light of the current efforts of many companies, in response to the COVID-19 pandemic, to exercise force majeure clauses in their contracts to dump suppliers without regard to the impacts of vulnerable workers in their supply chains.

Abstract: A concluded contract may be rendered incapable of performance for a variety of reasons. The incapability of performance raises a variety of important legal questions: Is the claim of incapability acceptable to the counterparty? If not, does the claim meet the standards of force majeure and/or frustration? Does the contract between the parties address the grounds of incapability? Whether performance may be excused without the levy of damages? Towards that end, this report attempts to draw attention to the core issues in making and resisting a force majeure claim, key decisions of the Supreme Court that have settled the parameters of force majeure, frustration and impossibility and important advancements made by the High Courts. We also offer insights into allied issues in making a force majeure claim that have bearing on the timing, forum and terms on which a force majeure claim may be made. This report thereafter proceeds to offer empirical insights of the Supreme Court as well as 6 high courts - Delhi, Bombay, Madras, Karnataka, Allahabad and Calcutta. In presenting this information, we assemble a qualitative set of cases that have decided and applied the law on force majeure, frustration, and impossibility. We offer insights into the number of successful force majeure claims and common force majeure events.

Abstract: The article offers information on the health challenges faced by the coronavirus outbreak in the Canada. It discusses the declaration of the coronavirus outbreak as a global pandemic by the World Health Organization. It mentions the role of the force Majeure clauses protect the person in times of extreme events, such as Coronavirus outbreak in the Canada.

Abstract: This article offers a framework to help organizations apply the learnings from their response to the crisis, discussing recent areas of focus in commercial contracts and identifying longer-term strategic considerations for businesses as they look to evolve their commercial contracting practices and set themselves up for future success.

Abstract: During the recent period of Portugal's financial bailout, following the severe effects of the global financial crisis of 2008, the courts demonstrated a clear reluctance to accept claims for contract termination or modification due to change of circumstances. Within this framework, the Portuguese legislator's responses to the pandemic raises challenges for the change of circumstances regime. The legislative activity to which COVID-19 has given rise tests the traditional understanding regarding the foundations of the institute, certainly with regard to cases related to the pandemic, but also regarding situations of unenforceability with different grounds.

Abstract: The article discusses the impact of COVID-19 pandemic on contractual obligations which contains force majeure clauses. Topics discussed include the common-law doctrine of supervening impracticability, the restatement of Contracts and common contractual clause that discharges parties of their performance obligations.

Extract from Introduction: Since the very start of 2020, international business actors have become increasingly concerned with the "viral exceptionalism" caused by the various governmental pandemic-mitigation restrictions (PMRs) enacted in response to COVID-19..... in all jurisdictions the issue arises as to the impact of COVID-19 on the ability of the parties to duly perform their contractual obligations. This circumstance is not confined to domestic settings, but extends to international business transactions, where the risks arising both from pandemics and from the subsequent PMRs are typically regulated through appropriate force majeure clauses. However, unlike the corresponding national provisions regarding force majeure, which tend to exclude the party's liability for failure to perform, the above-mentioned clauses regulate the effects of force majeure events in several different fashions by offering the parties ways to preserve their contractual relationships.

This article offers a threefold analysis of force majeure clauses in light of PMRs. First, it proposes an overview of force majeure clauses and their effects. Second, it assesses the possible use of such clauses in relation to PMRs. Finally, it examines the possible extraterritorial reach of such PMRs.

Abstract: This paper explores whether the COVID-19 crisis has the potential to cause legal disruption to the legal regime for contracts. It first sketches features of the COVID-19 crisis and its effect on the economic and social context of contracts, before setting out a four-step methodology to categorise legal responses to the crisis. It then develops a specific conception of legal disruption, based on Christensen's theory of disruptive technology, which posits that legal disruption occurs once the pre-crisis legal regime for contracts (whether entirely or partially) is displaced by new provisions first targeted at the effects of the crisis. It concludes that the crisis has the potential to cause legal disruption but that this outcome is not inevitable.

Abstract: This paper sets ouf the role of force majeure clauses and legal rules on post-formation unforeseen circumstances in the specific context of the COVID-19 pandemic, from a comparative and international commercial law perspective.

Extract: The consequences of this crisis have raised many legal issues, particularly for consumer and commercial contracts. For example, many consumers who prepaid for services to be provided at a later date (such as flights, accommodation, or venues for family celebrations) have struggled to obtain refunds from their service providers, with many offering vouchers instead in an attempt to preserve some of their cash reserves, thereby inadvertently turning consumers into unsecured lenders to business. Moreover, businesses and consumers with long-term loans or rental commitments may not be able to keep up their contractual instalment payments, and face being in default and, at worst, being evicted from homes or retail premises. Many long-term contracts, whether for the regular supply of goods or services or subscription-style contracts, cannot be performed on time, with performance either suspended or at least subject to delays. There are many other ways in which the crisis and its consequences have affected the performance of contracts, but this brief account suffices to set the scene. The central legal issue in respect of contracts can be boiled down to one seemingly simple question: what is the impact of the crisis and its consequences on the rights and obligations of the parties to a contract which can no longer be performed as expected? However, answering that question is far from simple and will depend on the reason why, and the extent to which, a contract can no longer be performed as expected, the relevant rules of the governing law which provide relevant legal solutions in respect of that reason, and any contract terms which might cover the circumstances which have arisen.

Abstract: This paper discusses the regulation contained in the Royal Decree establishing the state of emergency in Spain on suspension of the running of the periods of prescription in a private law system that does not have a general rule on suspension. Since the Spanish legislator has suspended the running of the periods for all citizens and claims as long as the emergency state has been in force, it is questionable whether this solution is efficient in terms of protection of people that, because of illness caused by COVID, are unable to pursue a claim once the emergency state has come to an end. Moreover, the Spanish Civil Code still distinguishes usucapio inter presentes and usucapio inter absentes, the latter requiring a longer period, but the Royal Decree does not contain any rule on acquisitive prescription.

Abstract: As the world struggles with the Covid-19 pandemic, the debtors try to perform their contractual obligations despite the hardship it brings about. In the meantime contract lawyers are focused on trying and finding remedies that would help face the new circumstances. The remedies that enable the parties either to modify the contract or to bring it to an end seem the most apt solution in the context of current pandemic. Having said that, two provisions of the Polish Civil Code are to be considered, namely article 475 (read in conjunction with the article 495) and 3571.

Abstract: This article presents and critically evaluates the impact of the COVID-19 pandemic on Polish contract law. Since the government refrained from introducing the state of emergency to manage the pandemic in Poland in violation of the Constitution, the constitutional dimension of the COVID-19 measures is of crucial importance also for the contract law examination, as it substantially changes the position of the parties of private law relations. The article therefore gives an overview of the measures introduced as a response to the COVID-19 emergency in the constitutional context, presents the classic Polish private law instruments potentially applicable to contracts in extraordinary circumstances like pandemic as well as the extraordinary legislation introduced by the government in the area of contract law, with a view to addressing the pandemic. It ends by presenting the first cases initiated by private parties against the State Treasury.

Abstract: The introduction of technologies that make vehicles safer is important to address the foreseeable criticalities of road traffic due to the lower capacity of public transport as a result of social distancing measures. In this unique situation, the objective of limiting the spread of the epidemic cannot overshadow the prevention of accidents and human health must be guaranteed with respect to all possible risks. However, new safety systems are not completely failsafe. With these cases in mind, the article proposes to verify the extent to which current rules on civil liability in Italian law may offer solutions to damages caused by highly automated vehicles in terms of preventing harmful events and allocating their costs according to criteria of justice and economic efficiency. Within this logic, the analysis also looks at the rules on the distribution of compensation costs among the various parties that may be jointly and severally liable (driver, owner, custodian or manufacturer).

Abstract: This paper analyses whether and under which conditions the State ought to compensate for the losses caused when managing the COVID-19 crisis. It focuses, firstly, on instances where public authorities have accidentally caused the damage at issue either through actions or omissions. Secondly, it considers cases of State liability for lawful conduct, where public authorities deliberately have inflicted some damage on a person or a group of people for the sake of the public interest. The paper takes Spanish law as a reference, which does not prevent our analysis from being extended to other legal systems based on similar principles.

Abstract: A multitude of medical products are being developed and produced as part of efforts to tackle COVID-19. They are varied in nature and range from test kits to tracing apps, protective equipment, ventilators, medicines and, of course, vaccines. The design, testing and manufacture of many of these products differs from production in normal times due to the urgency of the situation and the rapid increase in demand created by the pandemic. This article considers the legal issues arising as a result of the production of emergency products, particularly from a products liability perspective. To what extent do existing concepts under the European Product Liability Directive, such as defect, causation and the various defences, permit the pandemic to be taken into account when a Court is considering issues of liability? What is the impact on liability of the modified regulatory regime? In light of that discussion, the case for alternative responses is examined from a comparative and European perspective, including the issue of Government indemnities for the manufacturers of products, legal exemptions from liability and alternative no-fault compensation schemes.

Abstract: The fundamental question about causation that arises in relation to COVID-19 infections is whether the appearance of the virus (together with its high transmission capacity among the population and its lethality) amounts in effect to force majeure that breaks the causal relationship between the personal damages caused by COVID-19 and the Government's action in managing the health crisis. This paper also addresses the issue whether, in a situation of extreme urgency, and given limited healthcare resources, a lower standard of care is expected of public health professionals than the one that would prevail under normal conditions. In addition, public administrations are likely to face claims based on tort law on the grounds that some patients were not properly attended to by medical services due to the limited health resources available, as well as the fact that some health professionals were bound to provide essential services, without being provided with the mandatory protective equipment to carry out such activity safely in accordance with the legislation.

Introduction: Waivers have been widely used in the recreational, sports and adventure fields for many years but their use to specifically address liability relating to diseases generally, and COVID-19 specifically is new and raises some issues, the resolution of which will not be known until the waivers are challenged and reviewed by the courts. Because the contracting of COVID-19 by a patron is a novel area for liability, there is some uncertainty as to how the courts will treat a waiver of liability for disease transmission. Also, it is unknown, but unlikely, that pre- existing or standard liability waivers will be sufficient to address COVID-19-related injuries. In theory, a COVID-19 waiver should be enforceable if it meets the general requirements for enforceable waivers, but waivers are not foolproof measures against lawsuits.

This article covers: A review of liability waivers generally, including what is needed to make a waiver valid and enforceable; COVID-19 liability waivers; and the status of legal immunity legislation which may provide certain entities with some protection from civil lawsuits for COVID-19 related damages.

Abstract: This analysis summarises the particular injury compensation arrangements that are needed to support adequate take-up of vaccines for COVID-19 and the compensation of those who are unlucky enough to suffer harm arising out of their use. It indicates the inadequacies of the standard liability rules and arrangements, and the advantages of compensation schemes. It notes the widespread use of vaccine compensation schemes but also differences in their design and evolution, before summarising the state of the art on the design of such a scheme for Europeans and on how it may be funded.

Abstract: Although much attention has been paid to the impact of the Covid-19 outbreak on the existing contracts and businesses, the current crisis also poses plenty of questions from a tort law perspective. Even though the Coronavirus as such may be deemed an instance of force majeure or impossibility for which no one should be held liable, it comes without saying that such a defence does not exclude liability of those persons who actually cause damage to others, in particular as regards public authorities which adopt measures to fight the crisis as such, or any person who infects another in a negligent manner, among other examples. The paper explores some of the scenarios in which tort liability may arise as a result of the Covid-19 outbreak and subsequent measures. In particular, it focuses "Principles for the Covid-19 Crisis", drafted by the European Law Institute, and compares them with the approach adopted in several national jurisdictions within the EU, and especially Spanish law.

Abstract: This Chapter first examines the liability of businesses and medical professionals for acts and omissions involving COVID-19 mitigation, treatment, and reopening. Second, it provides an analysis of the federal and state liability shields, those that were in existence before COVID-19, those introduced more recently, and calls for more and broader shields. Claims will be brought by consumers (predominantly nursing home residents) alleging that businesses failed to protect them, patients treated at the height of the pandemic when emergency departments were overrun, and consumers who contract the virus during reopening. There are few federal liability shields applying to private actors, the most important being the PREP Act of 2005. A substantial number of states have adopted some type of liability waiver specifically related to the COVID-19 pandemic, initially providing immunity protections for health care providers and more recently protecting businesses as they reopen. Many of the health care providers shields present difficult questions of interpretation, particularly with regard to whether they are limited to emergency triage decisions, mitigation, or treatment efforts in contrast to broader acts or omissions that may have contributed to the infection outbreak, such as poor hygiene control. There is no evidence that a broad federal shield is necessary. State policymakers also should resist calls for broader shields and should provide transparent, data-driven guidance on reopening which can inform the existing and appropriate reasonable care standard. Court should carefully scrutinize the constitutionality of shields and not show the same deference as given to prior tort reform legislation.

Abstract: The COVID-19 crisis has marked nearly all spheres of our lives. To combat the spread of the virus, the Republic of Poland decided to impose severe restrictions as to the rights and freedoms of citizens and entities without applying the formal extraordinary measures as provided by the Constitution. Businesses have been significantly affected, but it is highly disputable whether they will be compensated by the state. Two compensation regimes are potentially applicable: the one provided for in the Polish Civil Code and the other regulated in the Extraordinary Measures Compensation Law. In both cases, the conditions for the compensation are ambiguous. Therefore, the aim of the paper is to determine the main factual and regulatory issues which might inhibit compensation of COVID-19-related damages.