Under the OHADAC Principles on International Commercial Contracts, the mere agreement of the parties is sufficient for the valid conclusion, modification or extinction of the contract, without any further requirements. This rule distinguishes the OHADAC Principles from most Caribbean legal systems inspired by Article 1.108 of the French Civil Code, which require, aside from the consent of the parties, additional conditions of validity of the contracts, such as a legal and possible object and the existence of “cause” (e.g. Article 1.502 of the Colombian Civil Code; Article 1.108 of the Dominican Civil Code; Article 1.552 of the Honduran Civil Code; Articles 1.872 and 2.447 of the Nicaraguan Civil Code; Article 1.112 of the Panamanian Civil Code; Article 1.213 of the Puerto Rican Civil Code; 1.141 of the Venezuelan Civil Code). The Principles differ also from English Law in this point, insofar as in common law systems the mere exchange of promises is not sufficient to conclude a contract, because the intention of the parties to create a legal relationship and, particularly, the presence of consideration are conditions generally required. A very particular case is the Santa Lucian Civil Code, which combines civil law and common law traditions in Article 923, considering “cause” and “consideration” as synonymous.

Nevertheless, the OHADAC Principles follow a trend observed in European and international legislation on contract law harmonisation, which only require the consent of the parties to be valid (Article 3.1.2 UP), or at most include the additional requirement that parties must intend to be legally bound (Article 2:101 PECL; Article II-4:101 DCFR; Article 30 CESL). Likewise, the Dutch and Suriname Civil Code only require the intent of the parties for a contract to be valid (Article 6:217).

In the Proposals for Reform of the law of obligations (2013), cause is no longer a condition of contract validity (Article 85). Some Caribbean civil law systems have also excluded cause from the list of conditions of contract validity (Article 1.251 of the Guatemalan Civil Code; Article 1.794 of the Mexican Civil Code).

The historical origin of both cause and consideration is closely linked to the distinction between gifts and contracts (gratuity or onerous character of obligations), which are of little significance in international commercial contracts. Furthermore, as conditions of contract validity, the two concepts have always been ambiguous and even irritating. They are included in domestic legal systems only because they fulfil certain functions that are nonetheless completely superfluous, especially in the field of international trade.

On the one hand, cause has served as a check for agreements that pursue illegal goals. In cross-border contracts, this function is channelled through the application of national and international mandatory rules (Article 3.3.1 of these Principles). The same applies to the illegality of the purpose.

On the other hand, the requirement of cause as a condition of contract validity aims to exclude the legal effectiveness of apparent agreements if the parties have no actual intention to be bound. It therefore has the same function as “intention” in common law. This role usually refers to effectiveness of commitments and agreements in the family or social sphere, but has a lesser impact in international trade. At any event, the role of cause and consideration is also not justified, because the question of whether or not there has been an agreement between the parties is a matter of interpretation, which must be resolved in accordance with the rules set out Section 1, Chapter 4 of these Principles. Thus, it is not necessary to add another condition to the agreement of parties to deprive simulated contracts of effectiveness if it is deemed that an apparent agreement is not an agreement and that, consequently, where there is simulation there is no consent and, therefore, no contract. Likewise, when a party is threatened with physical violence, the contract lacks consent, and the case is not treated as a defect of consent and invalidates the contract in accordance with Article 3.1.1. Consequently, in the OHADAC Principles, the condition of the true intent to be bound is subject to the sole condition of the existence of an agreement and the very notion of “agreement”.

The fact that the cause and consideration do not determine the validity of the contract does not mean that these two notions are not significant for other purposes. For example, the purpose of the contract or the consideration are the basis of many rules, such as the rule provides for the rescission of the contract due to frustration of purpose (Article 6.3.2) or those determining the essential breach of contract (Article 7.1.2).

Finally, the Principles opt for a personal characterisation of contracts, excluding specific kinds such as that related to “real contracts”, which require additional requirements of validity, generally related to acts of disposal or transfer of goods. Such categories have clearly fallen into disuse, so that the OHADAC Principles align themselves with the predominant trend both in comparative and international law.