In February 2008, the “Interim Outline Edition” of the Draft Common Frame of Reference (DCFR) was published under the title “Principles, Definitions and Model Rules of European Private Law”. ^*2 This version of the DCFR was prepared by the Study Group on a European Civil Code and the Research Group on EC Private Law (Acquis Group). A final edition, covering some more areas of law and completed with explanatory comments and comparative notes, will be published by the end of 2008. ^*3 The DCFR has the formal outline of a civil code, with books, chapters, sections, sub-sections, and articles. General rules on contracts are to found in Book II (Contracts and other juridical acts), covering inter alia rules on formation, validity and interpretation of contracts, and in Book III (Obligations and corresponding rights), dealing with inter alia performance and remedies for non-performance. Book IV — consisting of parts A–G — contains rules on specific contracts. ^*4

In this article, I will try to describe the interplay between the general and specific parts of the DCFR by testing the possible outcomes in cases where a party to a contract for one reason or other no longer wishes to receive performance from the other party. ^*5 The discussion will concentrate on three different types of specific contracts: sales, leases and construction contracts. First, a buyer of a machine does not want to receive the machine, as he has been offered a better and cheaper machine by another supplier; second, a lessee wants to return the leased car before the end of the lease period, as he has lost his driver’s license for health reasons; third, the client does not want the constructor to build the contracted warehouse on the client’s land, as the business for which the warehouse was intended is no longer profitable. Typically, the buyer, the lessee and the client do this in order to reduce their total liability under the contract.

The term ‘cancellation’ is used in its broadest sense to cover these three situations. However, it is not employed at all in the DCFR, and it is not suggested here as an exact term.

“We can agree with the idea that new member countries can learn a lot from the Western countries. However, the opposite is true, as well. The West can also learn from the new member countries about their law of the socialist era, how they succeeded in accepting acquis communautaire, how they solved the problem of consumer regulations: to integrate them into the civil law or into separate consumer protection laws […].” ^*1

These were the words that Ewoud Hondius used to welcome the newly joined Central European members to the EU in 2004. However, in my opinion, the optimistic invitation will not lead to the expected results if we consider the reality. We should express disappointment with the current state of harmonisation. The pace of harmonisation commitment we have to carry as a new EU member and the burden of the past specific to Central Europe may be among the reasons for this. According to Vékas, “it is possible to establish that the recently joined Central European members tend to follow the examples set by the old continental countries, rather than Central European states offering an example for the old ones” and that “the relationship between a common European law and national laws shows the same kind of problems in the new member states as in the old ones”. ^*2

At the same time it can be stated that Slovakia, which was established as an independent country in 1993, has not had an opportunity to deal with perfection of harmonisation at the highest level, since resolving everyday demanding issues is beyond the economic and personnel capabilities of this country, as I and others would argue.

The Republic of Slovenia, a member of the EU since 1 May 2004, is a former republic of the Socialist Federal Republic of Yugoslavia. It gained independence in 1991 ^*1 , following a referendum ^*2 after the first free and democratic parliamentary election in 1990. As in other former socialist countries, the official ideology has strongly influenced the legal system. The Communist revolution during and after WWII fundamentally changed the role of the law and of the judicial system. The tradition and development of pre-war private law were interrupted by the introduction of some new concepts, the most important ones concerning private property and free entrepreneurship. Private property was severely restricted. Private owners of immovable property in urban areas as well as owners of rural land exceeding a certain limit were expropriated by way of nationalisation. Another example is the introduction of so-called ‘social’ ownership (property of the society), mostly superseding state ownership. Private companies were nationalised and private entrepreneurship largely prohibited. Whereas there was an official monopoly of state (later ‘social’) capital, the management of companies was, at least declaratively, entrusted to the workers by way of an all-embracing system of ‘self-management’. However, not all areas of private law were equally affected by these political and legal experiments. A good example is the law of obligations: apart from a few exceptions the Act on Obligations (1978) is certainly comparable to some Western civil (obligations) codes. ^*3 Neither ‘old’ (from 1918 to WWII ^*4 ) nor ‘new’ (after WWII) Yugoslavia succeeded in adopting a comprehensive civil code. ^*5 The ‘old’ Yugoslavia wasn’t even a unified legal territory; courts continued to apply pre-WWI civil codes: the Austrian Civil Code (in Slovenia and Croatia), the Serbian Civil Code, and the Montenegrin Civil Code. In the ‘new’ Yugoslavia, private legal matters were regulated by singular laws rather than a code, also due to division of legislative power between the federation and the republics.

The reform of private law took a different shape in Romania from how it proceeded in most Western European and Central-Eastern European Member States of the EU over the past two decades under the influence of the acquis communautaire and of the various European projects aimed at the unification of private law in Europe. However, civil law both in the western and eastern parts of Europe is indeed one of the most conservative fields of law, which copes in different ways and to differing extent with the disintegrative effect of the private law acquis on the unity of private law thinking, on the basis of the primacy of the respective civil codes. The reception of soft law and legal scholarship in the area of unification of private law is thus a more or less speedy process, mostly depending on the involvement of the national legal scholarship rather than on legislative measures that are policy-guided.

Poland has a well-established tradition in adopting a comparative law approach to the codification of civil law. This has to a large extent been due to our historical experience.

When Poland lost its independence after it was partitioned by the neighbouring states at the end of the 18^th century, Polish law was replaced with the legal systems of those countries. Thus, for over a century, until Poland regained independence in 1918, the Austrian, German, and Russian legal systems applied in various parts of the Polish territory; French law applied on the territory of the former Grand Duchy of Warsaw established by Napoleon Bonaparte. Having regained independence, the reborn Polish state proceeded swiftly to re-establish a uniform Polish system of law. ^*1 This task was given to the Codification Commission, composed of the greatest experts in private law — professors and lawyers educated in various foreign legal systems. The comparative law approach toward establishing modern civil law in Poland not only was indispensable for achievement of the best results in that domain but was also quite natural and obvious for members of that commission who were brought in and experienced with various foreign legal systems and legal traditions. It has exercised a great influence on the shape and contents of all legislative acts enacted in various areas of private law.

The most important of these legal codes were the Code of Obligations of 1933 and the Commercial Code of 1934. They created a modern system of law based to a large extent on the achievements of various foreign national legislators. The Code of Obligations, an original modern piece of legislation from the 1930s, was inspired in many respects by the Swiss, French, German, and Austrian civil law codifications, and also the results of the work of the French-Italian commission working on the draft of a new civil code. The Code of Obligations may be recognised as some sort of bridge between various legal traditions. It is worth noting that it has never given rise to a legal nationalism, a trait characteristic of civil law codification in some European countries.

Latvia has codified (to be more precise, partly codified) her civil law. The civil law as a codification act (the Civil Code) ^*1 was adopted in 1937, shortly before the occupation, and re-enacted in the independent Latvia of 1992–1993. The Civil Code is based on the Local Law Collection of the Baltic Provinces of the Russian Empire (1864), the main drafter of which was Friedrich Georg von Bunge, well known in Estonia. As a result of his contribution, the Civil Code to a greater extent resembles the German Bürgerliches Gesetzbuch (BGB), rather than any of the Russian codes. Although the Civil Code contains 2400 articles, its coverage still does not include some important parts of the civil law, such as insurance. At the same time, the Civil Code comprises only symbolic general chapters in relation to such important areas as labour law and carriage of goods and passengers. Instead, employment relationships are regulated by the 2001 Labour Law ^*2 , whereas the field of transportation is governed by the 2000 Railway Carriage Law ^*3 , the 1995 Motor Carriage Law ^*4 , the 2003 Maritime Code ^*5 , and other special laws. The Construction Law of 1995 supplements the rules of the Civil Code on work‑performance contracts. Insolvency law, competition law, copyright law, commercial law, and consumer protection law exist as branches of special private law. ^*6 In 1997 Latvia ratified the Convention on International Sales of Goods (CISG).

In 2000, the Commercial Law was adopted. However, at that initial stage only three out of four parts were approved. It was only after a lengthy interruption until September 2007 that work on the code resumed and the draft of the missing final part D, “Commercial transactions”, was submitted to the Latvian Parliament (Saeima) and passed at its first reading on 15 November 2007 and at its second reading on 28 February 2008. Part D contains provisions specific to commercial transactions.

The intensive development of private law that took place prior to Latvia’s accession to the European Union can be considered very successful, as indeed for all three Baltic States. In connection with EU accession, it was not necessary to amend the Civil Code’s chapters on contract law and property law, though some amendments were made to the chapter on family law. Necessary directives were implemented mainly through adoption of separate laws (lex specialis), such as the Consumer Rights Protection Law, the Law on Safety of Goods and Services, and the Law on Liability for Defects of Goods and Services. This is not to say that no amendments were made to the code as such. Indeed, some new rules, such as rules on delayed payments and interest (deriving from directive 2000/35/EC), were introduced into the code.

In 2004, Hungary joined the European Union. As a part of the accession process, the Hungarian legal system was harmonised with the legislation of the EU, and as a member state Hungary develops its law in accordance with the European requirements. The footprints of the acquis communautaire are observable in the national private law legislation. In Section 2, a general overview of the impact of the European legislation on Hungarian civil law will be given, describing the role of the acquis communautaire in the process of private law reform.

Since the fall of the socialist regime, Hungary has had an open market economy whose legal infrastructure should have been adapted to the general trends in the legal developments of international trade. These trends are more or less reflected in those instruments aiming to harmonise, first of all, contract law. Section 3 of this paper deals with the impact of the Principles of European Contract Law (PECL), UNIDROIT Principles of International Commercial Contracts (UNIDROIT Principles), and Common Frame of Reference (CFR) on Hungarian private law legislation.

The main conclusions of the study will be summarised in Section 4.