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31 Int'l L. 1105 (1997)
Handcuffs Clauses in International Commercial Contracts: Basic Reflections on the Autonomy of the Parties to Choose the Proper Law for Their Contracts

handle is hein.journals/intlyr31 and id is 1117 raw text is: OTTO SANDROCK* Handcuffs Clauses in International Commercial Contracts: Basic Reflections on the Autonomy of the Parties to Choose the Proper Law for Their Contracts Clever legal architects of international contracts sometimes succeed in inserting certain handcuffs clauses. Such clauses put a curb on all contractual partners in the exercise of their contractual remedies. Although of a binding nature for all signatories to the contract, the restrictive effects of such clauses are normally felt as handcuffs only by the other side of the contractual partnership. So far as is known, handcuffs clauses have never been the object of a legal analysis. There are doubts as to whether such clauses are enforceable, and if so, to what extent. The purpose of this article, therefore, is to inquire how far the binding effect of such clauses may be recognized. If one does not follow the doctrine of the lex mercatoria, the accuracy of which is questionable,' every international commercial contract is governed by a specific national law, i.e., by its proper national law. The purview of such proper law Note: The American Bar Association grants permission to reproduce this article, or a part thereof, in any not-for-profit publication or handout provided such material acknowledges original publication in this issue of The International Lawyer and includes the title of the article and the name of the author. *Otto Sandrock is a partner in the law firm of H61ters & Elsing in Dusseldorf, Germany; he is also an attorney at the Court of Appeals in Dusseldorf; and he is Emeritus of the Faculty of Law at the University of Muenster in Germany. 1. For extensive references, see, e.g., Otto Sandrock, How Much Freedom Should an Inter- national Arbitrator Enjoy?, 3 THE AMERICAN REVIEW OF INTERNATIONAL ARBITRATION, 30, 46, (1992) reprinted in OTTO SANDROCK, INTERNATIONALES WIRTSCHAFTSRECHT IN THEORIE UND PRAXIS/INTERNATIONAL BuSINEss LAW IN THEORY AND PRACTICE 439, 455, (1995) Die Fortbildung des materiellen Rechts durch die internationale Schiedsgerichtsbarkeit, in RECHTSFORTBILDUNG DRUCH DIE INTERNATIONALE SCHIEDSGERICHTSBARKEIT, Kar Heinz Biecks- tiegel ed., 21, 51-60 (1989).

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