Changing Contract Lenses: Unexpected Supervening Events in English, New Zealand, U.S., Japanese, and International Sales Law and Practice

This article compares differences in the reasoning underlying contractual relationships between English and New Zealand law and U.S. and Japanese law.It then builds upon an existingframework by adding the notion of didactic formality to identify another important contrast between the laws of these countries.It also discusses how CISG and UPICC fit in to this spectrum.The article concludes by questioning "strong convergence" theory in commercial law worldwide. I. FORM AND SUBSTANCE IN COMPARATIVE CONTRACT LAWTwenty years ago, two renowned scholars from different sides of the Atlantic wrote a convincing analysis of an important divide within the so-called common law world.Patrick Atiyah and Robert Summers argued that compared to English law, U.S. law was much more open to "substantive reasoning"--"moral, economic, political, institutional or other considerations"-and had developed an array of legal institutions to support that vision of law.'The framework they developed to prove this thesis can be extended to reveal how New Zealand law remains quite firmly within the English law tradition.By contrast, Japanese law favors more substantive reasoning, thus revealing important similarities to U.S.