International Commercial Contracts Specifically Be Determined Terms Of Research

In the course of international trade, because of objective reasons, such as urgency, ill-informed, fluctuation of market, and certain contract terms which only can be determined afterward, and subjective consideration, such as risk debasement, maintainability of long-term business relations, the parties who intend to conclude a contract always intentionally leave open one or more terms, because they are unable or unwilling to determine them at the time of the conclusion. This situation is especially frequent in long-term transactions. And it is different from the omitted terms, ambiguous terms and the agreement of intent.Application and regulation of the open terms relate to the breakthrough of traditional systems about existence of contract. According to those systems, only the contract with primary terms can be regarded as being existent. And then most domestic laws and CISG are suspicious of the existence of the contract with open terms, especially when these terms are stipulated as primary terms by regulations. However, with the development of international transactions, domestic laws of many countries represented by UCC start breaking the solid ice. They acknowledge, or with some conditions, that the contract with open terms is valid. That means they adopt the theory of "intent-determination" or "intent-and-legal-determination" on the cognizance of primary contract terms. The theory means, as long as all parties are willing to be bound by the contract and give expression to the intent, and there are reasonable methods to fill gaps, the terms deliberately left open do not prevent the contract from coming into existence. Whereas, the PICC drafted by the Unidroit in 1994 explains and regulates the terms deliberately left open for the 1st time as an international principle. It stipulates the elements and force effects of those terms. The stipulation not only breaks through and revises traditional theories of contract law, but also changes the situation that the disjointedness between international commercial laws and practice, which leads lots of transactions to be invalid and null, and influences the parties' reasonable anticipation. The stipulation in PICC is beneficial to...