European Journal of Law Reform

Artikel

OHADA’s Proposed Uniform Act on Contract Law

Formal Law for the Informal Sector

Authors Claire Moore Dickerson
Author's information

Claire Moore Dickerson
LL.M. in Taxation (New York University), J.D. (Columbia), Professor of Law and Breaux Chair in Business Law (Tulane University), permanent visiting professor (University of Buea).
  • Abstract

      A great deal of effort and a great deal of erudition have gone into the preparation of the OHADA Uniform Act on Contract Law (preliminary draft) [hereinafter draft Uniform Act on Contract Law].1xThe participants at this conference need no introduction to OHADA. The following sources may be helpful to Anglophones seeking basic information about this uniform system of business laws, which includes both statutes (“uniform acts”) and institutions, and is effective in 16 West and Central African countries (with a 17th having signed and ratified the constitutive treaty). Books: C. Moore Dickerson (Ed.), Unified Business Laws for Africa: Common Law Perspectives on OHADA, 2009; Mator et al., Business Law in Africa: OHADA and the Harmonization Process, 2nd edn, 2007; M. Baba Idris (Ed.), Harmonization of Business Law in Africa: The Law, Issues, Problems & Prospects, 2007. Websites, all of which have English-language content, including unofficial translations of the principal OHADA documents: <www.ohada.com>, which also contains scholarly articles; and <www.juriscope.org>, which provides English-language commentary for three of the uniform acts. Also useful is OHADA’s official website, <www.ohada.org>; however, as of this writing (25 February 2011), it describes its English-language portion as still under construction.
      During OHADA’s legislature, the Council of Ministers, adopted at its meeting (13-15 December 2010) revisions to two of its eight existing statutes, namely the Uniform Act on the General Commercial Law (“Acte Uniforme relatif au Droit Commercial Général”, originally adopted 17 April 1997, 1 JO OHADA 1 (1 October 1997), available at <www.ohada.com>, hereinafter sometimes “UAGCL”) and the Uniform Act on Secured Interests (the official French title is “Acte Uniforme portant Organisation des Sûretés,” originally adopted 17 April 1997, 3 JO OHADA 1 (1 October 1997), available at <www.ohada.com>), and adopted a new Uniform Act on Cooperatives, not yet in effect. Because the revised and new texts have not yet been published in their official form as of this writing (25 February 2011), all discussions of the uniform acts, and in particular of the UAGCL, are based on the texts in force prior to that meeting, except for the references at infra notes 10, 19 & 22. The acronym “OHADA” stands for “Organisation pour l’Harmonisation en Afrique du Droit des Affaires”, sometimes translated as “Organization for the Harmonization in Africa of Business Laws”.
      An important but simple observation is that by far the greater part of the economies in OHADA’s current and prospective member-countries is located in the informal sector. This reality inevitably will have an impact on the implementation of the proposed uniform act currently under discussion. To be sure, the uniform act, if adopted, will affect agreements in the formal sector. The focus here, however, is the informal sector, for which the draft uniform act is already remarkably suited, given its broad and clear fundamental principles, and its respect for local norms.

    Noten

    • 1 The participants at this conference need no introduction to OHADA. The following sources may be helpful to Anglophones seeking basic information about this uniform system of business laws, which includes both statutes (“uniform acts”) and institutions, and is effective in 16 West and Central African countries (with a 17th having signed and ratified the constitutive treaty). Books: C. Moore Dickerson (Ed.), Unified Business Laws for Africa: Common Law Perspectives on OHADA, 2009; Mator et al., Business Law in Africa: OHADA and the Harmonization Process, 2nd edn, 2007; M. Baba Idris (Ed.), Harmonization of Business Law in Africa: The Law, Issues, Problems & Prospects, 2007. Websites, all of which have English-language content, including unofficial translations of the principal OHADA documents: <www.ohada.com>, which also contains scholarly articles; and <www.juriscope.org>, which provides English-language commentary for three of the uniform acts. Also useful is OHADA’s official website, <www.ohada.org>; however, as of this writing (25 February 2011), it describes its English-language portion as still under construction.
      During OHADA’s legislature, the Council of Ministers, adopted at its meeting (13-15 December 2010) revisions to two of its eight existing statutes, namely the Uniform Act on the General Commercial Law (“Acte Uniforme relatif au Droit Commercial Général”, originally adopted 17 April 1997, 1 JO OHADA 1 (1 October 1997), available at <www.ohada.com>, hereinafter sometimes “UAGCL”) and the Uniform Act on Secured Interests (the official French title is “Acte Uniforme portant Organisation des Sûretés,” originally adopted 17 April 1997, 3 JO OHADA 1 (1 October 1997), available at <www.ohada.com>), and adopted a new Uniform Act on Cooperatives, not yet in effect. Because the revised and new texts have not yet been published in their official form as of this writing (25 February 2011), all discussions of the uniform acts, and in particular of the UAGCL, are based on the texts in force prior to that meeting, except for the references at infra notes 10, 19 & 22. The acronym “OHADA” stands for “Organisation pour l’Harmonisation en Afrique du Droit des Affaires”, sometimes translated as “Organization for the Harmonization in Africa of Business Laws”.

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