Pedamon, C. and Tisseyre, S. 2026. Forthcoming. A Journey Towards Fair Contracting: Regulating Unfairness in International Commercial Contracts in English and French Law. in: Bantekas, I. (ed.) International Contracts: New Trends in International Business and Commercial Law Wolters Kluwer.
| Chapter title | A Journey Towards Fair Contracting: Regulating Unfairness in International Commercial Contracts in English and French Law |
|---|---|
| Authors | Pedamon, C. and Tisseyre, S. |
| Editors | Bantekas, I. |
| Abstract | This chapter examines the effectiveness of the legal mechanisms in English and French law in regulating unfairness in international business-to-business (B2B) contracts, particularly in contexts marked by asymmetries in bargaining power and information. These asymmetries typically manifest themselves in contractual arrangements that disproportionately advantage the dominant parties, often through the imposition of one-sided or oppressive clauses, or abusive conduct impairing the bargaining process or the content of the contract itself. The chapter undertakes a comparative analysis of statutory and judicial responses in both jurisdictions. Framed through the dual lens of procedural and substantive fairness, it evaluates how each legal system addresses unfairness and the extent to which they curb unfair contracting in international commercial transactions. A key insight is the shared reliance on the dual unfairness test—procedural and substantive—as a threshold for judicial intervention. The chapter concludes that contractual freedom commonly trumps controls of unfairness in B2B transactions in both jurisdictions. Despite the availability of legal tools to address unfairness, English and French courts apply them with notable restraint, guided by a shared commitment to preserving freedom of contract and legal certainty. Consequently, only the most egregious cases prompt judicial redress, limiting the broader effectiveness of these mechanisms. A more assertive yet principled judicial application of these tools in instances where heightened unfairness exists arising out of a relationship of trust or dependency would pave the way to fairer contracting in these contexts in both jurisdictions. |
| Keywords | Unfairness |
| commercial contracts | |
| English law | |
| French law | |
| Book title | International Contracts: New Trends in International Business and Commercial Law |
| Year | 2026 |
| Publisher | Wolters Kluwer |
| Publication dates | |
| Published | 26 Feb 2026 |