2. The Uniform OHADA Act on general commercial law
On 17 October 1993 there has been set up to Port - Louis the Organization for the
harmonization of business law in Africa (OHADA)1.
The uniform act relating to general commercial law adopted by the OHADA has
entered into force with effect from 1 January 19982.
Within the appeals for harmonization there was also developed a preliminary draft of
the OHADA Uniform Act on contracts law, which is based on the UNIDROIT
Principles3. In fact, it takes almost exactly the provisions of the UNIDROIT Principles,
which - so - from the uniform contractual framework becomes uniform legal framework.
The OHADA Uniform Act regarding contract law consists of an introductory chapter
and 223 articles that make up 13 chapters as follows: Chapter 1 - general provisions;
Chapter 2 - training and authority of agents; Chapter 3 - validity; Chapter 4 -
interpretation; Chapter 5 - content and third parties rights; Chapter 6 - performance;
Chapter 7 - non-execution; Chapter 8 - compensation; Chapter 9 - joining obligations;
Chapter 10 - the contingent, joined and alternative obligations; Chapter 11 - the
assignment of claims, the obligations transfer, the assignment of contracts; Chapter 12 -
limitation periods; Chapter 13 - the protection of creditors and third parties.
In accordance with Article 234, of the Uniform OHADA Act, these apply to contracts
of sale of goods between traders, natural persons or legal persons, understanding by this,
contracts of supply of goods for manufacturing or production. Outside of contrary
stipulations, the contract of sale is subject to the commercial provisions of the said Act, if
the contractors are based or operate in one of the States party to this Act, or if the rules of
private international law lead to the application of the law of a State party.
These provisions shall not apply to sales of goods bought for the personal, family and
household use, unless the seller, at any time prior to, or at the time of conclusion of the
contract, did not know, and shouldn't have known that those goods were purchased for
According to Article 236, several categories of sales which are contained in the
framework of special rules are not the subject to the Uniform Act, namely: Sale at
auctions, sale by execution, or in any other way, through the authority of justice, sale of
securities, effects of trade and currency, and operations with other financial instruments,
sales of ships, vessels, air-cushion vehicles and aircraft, the sale of electricity.
In terms of formation of the contract, Article 241, Paragraph 1 provides that it will be
completed, either by acceptance of an offer, either by the attitude of parties, which
indicates enough their consent. Also, it shows further that an offer is clear enough if it
indicates the goods and expressly sets the default quantity and price or give guidance in
determining them (Paragraph 2).
1 Joseph Issa Sayegh, Jacqueline Lohoues – Oble, OHADA: Harmonisation du droit des affaires en
Afrique, Bruxelles, 2002, p.44-45
2 Acte uniforme relatif au Droit commercial general, adopte le 17 avril 1997, Journal Officiel de
l’OHADA, No.1 du 1 octobre 1997, amended in 15 Decembrie 2010 and published in the Official Journal of
OHADA no. 23 of 15 february 2011.
3 In fact, this project has been drawn up in September 2004 in collaboration with prof.M. Fontaine and
the UNIDROIT Secretariat which takes in most of the texts of the UNIDROIT Principles, the differences that
appear in text being more of a formal type.