What Governs International Deals Today

Businesses often assume there must be a single, unified legislative act governing all cross‑border transactions worldwide. It would indeed be convenient — but no such universal law exists. And given current geopolitical and economic realities, the adoption of a global commercial code is highly unlikely.

Instead, every international transaction sits at the intersection of two or more national legal systems and, where applicable, international conventions or treaties. Typically, the relevant jurisdictions include:

• the supplier’s country
• the buyer’s country
• the manufacturer’s country
• the country where part of the performance occurs

When the parties do not choose the governing law, many legal systems apply the law of the party performing the characteristic obligation — often the supplier’s domicile in contracts for the sale of goods or provision of services. These factors often become decisive in determining applicable law.

International Conventions

UN Conventions (UNCITRAL)

• CISG (UN Convention on Contracts for the International Sale of Goods): Applies automatically to sales of goods between businesses in member states unless expressly excluded. Ukraine is a party; the UK and UAE are not.
• UNIDROIT Principles of International Commercial Contracts: Not binding by default, but widely used as a neutral, internationally accepted framework for drafting and interpreting commercial contracts. They apply only if the parties choose them.

Multilateral Treaties and International Organisations

These instruments regulate specific aspects of cross‑border transactions rather than the entire contractual relationship:

• CMR Convention (UNECE — UN regional commission) - Governs international road transport of goods.
• Montreal Convention (ICAO — UN specialised agency) - Governs international air carriage of cargo and passengers.
• WTO rules Affect customs, tariffs, and trade facilitation.
• Sectoral agreements Aviation, energy, telecommunications, and other regulated industries.

Notably, both the CMR Convention (road transport) and the Montreal Convention (air carriage) regulate mainly the carrier’s liability for loss, damage, and delay, including the measure of damages and compensation limits. They do not govern commercial matters such as transfer of title, passing of risk between buyer and seller, payment terms, or formation of the underlying sales contract. Their scope is limited to transport‑related obligations and documentation, and they are relevant only when the underlying contract itself is a transportation agreement.

Bilateral Treaties: UK–UAE, UK–Ukraine, Ukraine–UAE

A key point for businesses trading between these jurisdictions:

None of these country pairs has a treaty comparable to CISG or the UNIDROIT Principles.

Existing bilateral instruments focus on:

• double taxation
• investment protection
• air services
• sector‑specific cooperation
• judicial assistance

The most commercially relevant is:

Ukraine–UAE Treaty on Judicial Assistance and Recognition & Enforcement of Court Judgments (2023)

This treaty governs procedural cooperation and enforcement, not contract formation or performance.

Practical effect: Commercial contracts between these jurisdictions ultimately depend on party autonomy, national law, international arbitration conventions, and bilateral judicial‑cooperation treaties, rather than any harmonised substantive commercial rules.

National Legislation Governing International Transactions

United Kingdom

UK law gives parties broad autonomy to choose governing law and jurisdiction. If the contract is silent:

• Rome I Regulation (retained in UK law) applies when the situation is connected to the UK and another Rome I jurisdiction.
• If one party is in a jurisdiction outside Rome I, such as the UAE, the applicable law is determined under
• Сonflict‑of‑laws rules of the jurisdicitons involved in the transaction, i.e. Common Law conflict-of-laws rules.

Common‑law rules focus on:

• the system of law with the closest and most real connection;
• the place of performance;
• the supplier’s domicile as the party performing characteristic performance;
• the nature and purpose of the transaction.

Mandatory UK rules may still apply irrespective of the chosen law.

Ukraine

Ukraine’s Law on Private International Law governs situations where parties do not choose applicable law. It recognises party autonomy but applies mandatory Ukrainian rules in areas such as:

• consumer protection
• employment
• public policy
• sanctions

Ukraine is a party to CISG, so CISG may apply automatically to international sales unless its effect is explicitly excluded.

Similar to the common law rules, Ukraine has practice in ascertaining the law of contract based on the parties' location or its substantial performance. The place of performance of the contract is often a key factor: in contracts for the sale of goods, this is usually the supplier/seller, making their domicile highly relevant.

United Arab Emirates

The UAE’s legal system is hybrid:

• Onshore UAE applies civil‑law rules (Civil Code, Commercial Transactions Law).
• DIFC and ADGM apply their own common‑law‑based systems.

The applicable law depends on:

• the parties’ choice
• the place of performance
• the chosen dispute‑resolution forum
• the supplier’s domicile, where characteristic performance is located.

The UAE is not a party to CISG.

Conclusion: How to Determine the Applicable Law

A structured approach helps identify the correct law for a cross‑border transaction:

1. Check the contract: A clear governing‑law clause usually resolves most of the issues.
2. Verify whether any international convention applies: CISG, UNIDROIT Principles, or the New York Convention may override parts of national law.
3. Assess bilateral treaties: They may influence enforcement, dispute resolution, or procedural rights — especially Ukraine–UAE.
4. Apply national private international law rules: If the contract is silent, each jurisdiction has its own method for determining applicable law. Many systems look to the party performing the characteristic obligation — often the supplier’s domicile.
5. Consider mandatory rules: Public policy, sanctions, and consumer protection may apply regardless of the parties’ choice.

Cross‑border transactions are rarely governed by a single legal instrument. Instead, they require careful navigation of international conventions, treaty frameworks, and national legislation — ideally at the drafting stage, not after a dispute arises.

Need clarity on which law governs your cross‑border deal? We help businesses structure international contracts, assess applicable law, and choose enforceable dispute‑resolution mechanisms across the UK, Ukraine, and the UAE. Contact us to review your transaction or draft a compliant, enforceable agreement.

*^{AI‑supported tools assisted in structuring and analysing open‑source materials for this publication; all legal assessment, conclusions, and responsibility remain with the author.}