Reforming Choice of Law Rules for International Sales Contracts: A Comparative Study of the Law of Ghana and the European Union

Abstract

This article examines the current private international law rules governing choice of law in international sales contracts in Ghana and evaluates their suitability in enhancing legal certainty and predictability of results for the contracting parties and the courts. It does this by comparing Ghana’s legal rules with the European Union’s Rome I Regulation on the Law Applicable to Contractual Obligations of 2008 (Rome I/Rome I Regulations). The discussion begins by looking at the extent to which Ghana’s choice of law allows contracting parties to expressly or impliedly choose the applicable law of their international sales contracts. It then considers how Ghanaian law determines the applicable law when the parties do not make a choice – the objectively determined applicable law. The article goes on to compare Ghana’s approach with that of the Rome I Regulation, which is recognised globally as a leading instrument for resolving choice of law issues in international commercial transactions. By comparing the two systems, the article evaluates the effectiveness and efficiency of both legal frameworks when applied by courts to determine the applicable law of international sales contracts. Finally, based on this analysis, the article offers suggestions to improve Ghana’s choice of law rules, aiming to increase legal certainty and predictability for contracting parties.