Principles of European Contract Law and the Revision of the Korean Civil Code

Since its enactment on February 22, 1958, the Korean Civil Code has remained largely unchanged for 67 years, except for family law and inheritance law. As a result, much of the Code no longer reflects social changes. Consequently, revising the Civil Code has long been a central topic in Korean civil law scholarship. The Commission on European Contract Law, established under the chairmanship of the late Ole Lando (the “Lando Commission”), published the Principles of European Contract Law (PECL) between 1995 and 2003. Proposed as a means of unifying European contract law, PECL made a profound impact on the legal community. Subsequently, the European Union attempted to legislate a European Civil Code, and in particular a Common European Sales Law (CESL). PECL exerted a major influence on civil code revisions in numerous countries, including Germany, France, and Japan. Although PECL have not been adopted at the EU level or as domestic law in individual European nations, they may be said to contribute to the harmonization and unification of contract law across countries worldwide, well beyond Europe. Why have PECL, despite being an academic work, been so widely accepted or prominently discussed in individual nations’ civil code reform efforts? The answer lies in the fact that the Lando Commission drew extensively from civil law and common law traditions, the civil codes of various European nations, international treaties such as CISG, the American Restatement (Second) of Contracts, and the Uniform Commercial Code, among other sources, to present a rational model for contract law. The Commission sought to present an ideal model for contract law, at times selecting one approach from among civil law, common law, or international norms, and at other times reaching a conclusion through adjustment and compromise. As a result, PECL broadened the horizon for considering what constitutes the most rational contract law norms, and offered a way to bridge — or at least to find a lingua franca for — the gap between civil law and common law systems. The Civil Code Revision Committee, established by the Ministry of Justice in 2023, prepared and submitted a draft amendment to the contract law provisions of the Civil Code to the Ministry of Justice. The draft then underwent the Ministry of Justice’s legislative notice, the Ministry of Government Legislation’s legal review, and deliberation by the State Council, before being submitted to the National Assembly as a government bill on December 18, 2025. In preparing this draft amendment, reference was made not only to academic theories and case law developed since the enactment of the Civil Code and to civil codes of other countries, but also to various model rules, including PECL. Similarities to PECL can be identified in several of the proposed amendments, including those concerning the revocation of an offer, interpretation of contracts, mistake, termination of contract, the right to demand performance, the right to cure, change of circumstances, and penalty clauses. PECL and the subsequent scholarly discussions it has generated will contribute to a deeper understanding of the proposed amendments and will assist in the interpretation and application of the Civil Code once the amendments are passed. Furthermore, comparative law discussions, including PECL, can serve as a valuable point of reference when drafting amendments to the Civil Code on topics such as extinctive prescription, assignment of claims, set-off, and obligations involving multiple parties, thereby contributing to the development of more rational amendments. While the outcome of the ongoing Civil Code revision process remains uncertain, it will undoubtedly mark another significant milestone in the development of civil law scholarship. It is hoped that this process will serve as a springboard for elevating civil law scholarship to a new level by reviewing the doctrines and case law that have emerged since the enactment of the