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This paper analyses the proposed optional Common European Sales Law (CESL) as a regulatory tool. In principle, an optional CESL can be a sensible means to achieve some level of harmonization and the associated transaction costs savings plus network benefits and at the same time subject the CESL to a market test. However, whether these goals will actually be achieved depends on the design conditions and the content of the option. The CESL option which is currently on the table is harmful. The Draft CESL (DCESL) is a defective product. It might nevertheless become a success on the European market for contract laws or be at least highly influential as a reference text.

Abstract
The rules on the conclusion of contracts are at the core of contract law. This article aims not only to describe these rules contained in Book II of the academic Draft Common Frame of Reference (DCFR) but also to illustrate the underlying values and policies. The DCFR severely restricts contractual freedom and pursues distributive aims. Unfortunately, it is certainly inefficient and often even impossible to achieve the latter goal through private law. The DCFR's provisions on non-discrimination, withdrawal rights as well as on contractual fairness in particular are critically examined against this background. These provisions address important problems, but they are not based on a convincing private law theory. The article suggests various improvements of the DCFR's rules to take party autonomy, and hence efficiency, more seriously.

Introduction and objectives -- Analytical framework -- Shareholder conflicts in closed corporations -- The board of directors -- Creditor protection in the closed corporation -- Formation, management and transfer of shares -- Regulatory features of a European closed corporation.

When the European Commission initiated the Common Frame of Reference process, it aimed, in particular, at a revision of the acquis communautaire in the field of consumer contract law. However, such revision has not, to date, been undertaken. The Draft Common Frame of Reference (DCFR) is marked by a largely uncritical attitude vis-à-vis the acquis. The same will be true, it must be feared, for the "optional instrument" to be developed by an "expert group" on that basis by mid-2011. The Proposal for a "horizontal" Directive on Consumer Rights submitted by the Commission in October 2008 did not benefit from a critical revision of the acquis either. The authors of the present paper have attempted to remedy this deficiency by an investigation of the key issues involved: the proper scope and effectiveness of mandatory law, the policing of not individually negotiated unfair contract terms, rights of withdrawal, the unwinding of consumer contracts following the exercise of a right of withdrawal, and information duties. This paper presents in English the main conclusions of a more comprehensive German study, and in the form of 52 propositions, grouped by subject matter and elucidated, in most cases, by brief comments. We thus hope to initiate a discussion on the reform of European consumer contract law that goes beyond a harmonizing generalization of individual rules, which emphasizes intellectual coherence as well as consistency of concepts, policies, and evaluations. A particular focus is on rational justifications for consumer contract rules and on how such rules should be formulated in order to serve the economic purposes they are intended to serve.