INTRODUCTION
In a common law system, the principles of certainty and
predictability are fundamental elements in concluding a contract.
Contracting parties are deemed to have the ability to assess the
possible risks relating to transactions, and provide sufficient
terms in a contract to regulate their relationships and allocation
of risk.
In comparison, a contract under civilian tradition is made not
only on the terms agreed by the parties, but is also subject to
certain principles and governing laws of the contract. Civilian
courts often employ doctrines and applicable codified rules to
interpret, integrate or even rectify the contract so as to ensure
justice for the contracting parties. In other words, a contract
executed under civil law is subject to interference by the
governing law (e.g. it shall be interpreted in the light of implied
principles of good faith), while a common law contract excludes any
interference. Unlike civil law, common law judges tend not
