PREPARATORY WORK

MODEL LAW ON WAREHOUSE RECEIPTS

DEVELOPMENT OF THE MODEL LAW

 

The UNIDROIT Working Group on a Model Law on Warehouse Receipts

As consistent with the Institute’s established working methodology, a UNIDROIT Working Group was established to develop a comprehensive draft for the Model Law. The Group was composed of experts selected for their expertise related to warehouse receipt systems. Experts participated in a personal capacity and represented different legal systems and geographical regions. The Working Group was composed of the following expert members:

  • Eugenia Dacoronia, Professor of Civil Law, University of Athens (Greece) (Chair)
  • Paula María All, Professor of Private International Law, Universidad Nacional del Litoral (Argentina)
  • Nicholas Budd, former partner and head of the Trade & Commodity Finance Groups, White & Case (France)
  • Adam Gross, Director, Darhei Noam Limited (United Kingdom)
  • Yu Guo, Associate Professor, Director of the Maritime Law Research Centre, Beijing University
  • Keith Mukami, Director, Head of Africa: Banking & Regulatory, CMS-RM Partners (South Africa)
  • Dora Neo, Associate Professor and Director, Centre for Banking & Finance Law, National University of Singapore (Singapore)
  • Jean-François Riffard, Professor of Civil Law, University Clermont Auvergne (France)
  • Teresa Rodriguez De Las Heras Ballell, Associate Professor of Commercial Law, Universidad Carlos III de Madrid (Spain)
  • Hiroo Sono, Professor of Law, Hokkaido University (Japan)
  • Andrea Tosato, Associate Professor of Commercial Law, University of Nottingham (United Kingdom); Lecturer in Law, University of Pennsylvania (USA)
  • Bruce Whittaker, Senior Fellow, University of Melbourne

In addition, several intergovernmental organisations with interdisciplinary expertise in the field of warehouse receipt systems had been invited to participate in the Working Group as observers, with the objective to assist in both the development and the implementation of the Model Law once it had been adopted:

  • Food and Agriculture Organization of the United Nations (FAO)
  • International Fund for Agricultural Development (IFAD)
  • Organization of American States (OAS)
  • Organisation for the Harmonisation of Business Law in Africa (OHADA)
  • United Nations Conference on Trade and Development (UNCTAD)
  • World Bank Group (WBG)

Finally, several public and private sector stakeholders had been invited to participate in the Working Group as observers, with the aim to ensure that the instrument would address the stakeholders’ needs:

  • Association of General Warehouses, Mexico
  • Bsystems Limited
  • GrainChain Inc.
  • Indonesia Commodity & Derivatives Exchange
  • Information Services Corporation, Canada
  • International Warehouse Logistics Association
  • Kozolchyk National Law Center (NatLaw)
  • Secured Finance Network
  • SMBC Bank International PLC
  • United States Department of State
  • York University, Canada

Moreover, given the project’s important synergies with the UNIDROIT Project on Digital Assets and Private Law, which aimed to provide legislative guidance relating to the transfer and use of digital assets, experts involved in that project were invited to assist the Warehouse Receipts Working Group on particular topics related to new technologies. There was a direct relationship with the project as far as the issuance and transfer of electronic warehouse receipts was concerned, as one of the categories of digital assets that were examined in the Digital Assets Project concerned digital tokens, which are linked to an external, non-digital asset.

Between December 2020 and March 2023, the Working Group held six sessions dedicated to the draft Model Law text. All members and observers were invited to participate in the sessions. The dates and all documents for the sessions are available below.

 

First Session of the Working Group (2 – 4 December 2020)

The first session of the Working Group took place in a hybrid manner on 2 – 4 December 2020.

Second Session of the Working Group (10 – 12 March 2021)

The second session of the Working Group took place in a hybrid manner on 10 – 12 March 2021.

Third Session of the Working Group (1 – 3 September 2021)

The third session of the Working Group took place on 1 – 3 September 2021.

Fourth Session of the Working Group (28 February – 2 March 2022)

The fourth session of the Working Group took place in a hybrid manner on 28 February – 2 March 2022.

Fifth Session of the Working Group (5 – 7 December 2022)

The fifth session of the Working Group took place in a hybrid manner from 5 to 7 December 2022.

Sixth Session of the Working Group (1 – 3 March 2023)

The sixth session of the Working Group took place in a hybrid manner from 1 to 3 March 2023.

Following the sixth session of the Working Group, the final version of the draft Model Law on Warehouse Receipts was presented to the Governing Council at its 102nd session on 10-12 May 2023 (Model Law available in the Annexe to document C.D. (102) 4 rev.). The Governing Council unanimously adopted the draft Model Law as presented and agreed to its submission to UNCITRAL for State negotiations and completion.

Negotiation of the draft Model Law on Warehouse Receipts by UNCITRAL Working Group I

Following the approval of the draft Model Law by the UNIDROIT Governing Council, the text was submitted to UNCITRAL for intergovernmental negotiation, where it was assigned to Working Group I. The Group considered the draft Model Law on 25-29 September 2023 at its 40th session in Vienna, as well as on 5-9 February 2024 at its 41st session in New York, where it also considered the draft Guide to Enactment. At the end of its 41st session, Working Group I agreed to recommend the Model Law with the Guide to Enactment to the UNCITRAL Commission for adoption at its 56th session on 3-21 July 2024.

 

GUIDE TO ENACTMENT FOR THE MODEL LAW ON WAREHOUSE RECEIPTS

Following adoption of the draft Model Law by the UNIDROIT Governing Council at its 102nd session on 10-12 May 2023 for submission to UNCITRAL for State negotiations, and based on the work of the Group over the past two years, the same UNIDROIT Working Group prepared a comprehensive draft of the Guide to Enactment for the Model Law.

 

Session of the Working Group for consideration of the draft Guide to Enactment (13-15 November 2023)

The Working Group held one session to consider the draft Guide to Enactment, which took place in a hybrid format on 13–15 November 2023.

The documents for the session are available below.