Contract mentions an outdated law

Question

I want to keep it short. I signed a contract on 01/12/2021 that mentioned in the Terms and Conditions that they adhere to the 531/2012 law. This law is now outdated, it says

No longer in force, Date of end of validity: 30/06/2022; Repealed by 32022R0612 . Latest consolidated version: 15/06/2017

The new version / repealed version is the 2022/612 law. This new version is not mentioned in my contract, as my contract was signed before that law as created.

Question

I have a dispute with this contract, with respect to how the other entity did not respect the conditions. This dispute is from 20/07/2022, so during a time in which the old law is no longer in force. Which of the two laws is now the one that the contract has to adhere to?

Answer 1

When an EU regulation or directive is replaced, the successor law will generally clarify that references to the old law should be interpreted as references to the successor law. That is also the case here.

• The old law is Regulation (EU) No 531/2012

• The successor law is Regulation (EU) 2022/612

• The successor law contains the following article:

  Article 23: Repeal

  Regulation (EU) No 531/2012 is repealed.

  References to the repealed Regulation shall be construed as references to this Regulation and shall be read in accordance with the correlation table in Annex II.

  That annex provides a mapping between articles in both laws.

So, if your contract references Regulation 531/2012, you can interpret that as a reference to Regulation 2022/612. If your contract mentions specific articles of the old regulation, you can use Annex II to find the corresponding articles in the new regulation.

This does not mean that the new regulation is necessarily applicable in your case. You mention that the dispute “is” from a time when the new law applied. However, the question is not when the dispute was raised, but when the alleged breaches occurred. If the matter were to be laid before a court, the court would apply the old law for breaches while the old law was in force, and the new law for those breaches while the new law was in force. This could lead to the same or distinct results. I haven't read the laws in question, so it could also be that these regulations apply to the formation of contracts and not conduct during those contracts, so that the old law might remain in effect until one contractual period is over (e.g. if you have a yearly contract that will renew on 2022-12-01, the old regulation might be applicable until then).

Answer 2

One of the main principles of contract interpretation is to respect the intent of the parties.

If a contract refers to a law that has been repealed and replaced with a successor law, usually the outdated reference will be deemed to refer to the replacement law, unless you can demonstrate that there was something special about the original law that differs from the replacement law in a way that thwarts the intent of the parties.

But, ultimately, it is a case by case analysis.

Answer 3

Read the transitional instructions in the Act that introduced the new law

Sometimes a law is replaced in total. Sometimes parts are replaced at different times. Sometimes the old law continues to apply to existing contracts.