A choice of law rule for the proprietary aspects of B2B transactions as a step further in the EU harmonisation process. 01/11/2021 - 31/10/2025

Abstract

Yearly, billions of tangible movable goods (e.g. cargo) are sold and transported between businesses in the EU. According to the national legislation of each EU Member State (MS), the proprietary ects (e.g. transfer of ownership) of these business-to-business (B2B) transactions are determined by the law of the country of the goods' current location. Hence, the applicable law changes each time these goods are moved from one MS to another. Since each MS autonomously regulates how transfer of ownership takes place, it is possible that the buyer can be regarded as the rightful owner of certain goods under the law of MS A, but not under the law of MS B. In addition, goods are often sold under a 'retention of title clause' (ROTC), meaning that the seller remains owner of the goods until the buyer has honoured his obligations (usually paying the purchase price after the right to withhold payment has expired). Since here, again, each EU MS regulates for itself which variants of a ROTC it recognises, it often occurs that a MS refuses to give effect to a foreign ROTC. For decades, legal experts and studies have suggested that the above-mentioned legal framework has had a severe negative effect on the well-functioning of the EU's internal market. To tackle this, I will study the possibility to adopt a uniform rule at EU level, for the purpose of improving cross-border trade, trust and legal certainty between businesses within the EU.

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Project type(s)

  • Research Project