Ch.3 Validity, s.2: Grounds for avoidance, Art.3.2.10
This commentary focuses on Article 3.2.10 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the loss of right to avoid a contract. Where one party is entitled to avoid the contract for mistake, Art 3.2.10 aims at giving the other party the chance to save the contract by assenting to the contract in the way the mistaken party understood it. The justification for this rule is that it would be contrary to good faith if the mistaken party were able to insist on the avoidance of the contract for mistake even though the contents of the contract are adapted to this party's mistaken conceptions. In other words, the rules on mistake are meant to protect the mistaken party from the consequences of its mistake, but not to grant it a right to ‘repent’. This commentary discusses the requirements for the loss of right to avoid a contract, along with its consequences.