Peruvian and Spanish Private Law, as in many Civil Law countries, is divided into two great branches known as “Derecho civil” and “Derecho mercantil o comercial”, each one included in a separate Code -Código civil/Código de comercio-, but in both countries exists an important trend prone to unification of Private Contract Law, by way of abrogation of special commercial rules. ¿How far has this trend gone in one country and in the other one? And If it is gone relatively far, ¿is this a good trend or is it a bad one? In this paper, the Author makes a statement prone to survival of commercial special rules, both as an actual fact, and as a better way to resolve problems arising from commercial and consumer transactions.

The classic question referring the limits between the different tipes of maritime contracts,and -concretely- between Freightments and Contracts of Carriage of Goods bySea frequently suffers or is submitted to sudden turns and twists, during the process ofspanish Maritime Law Reform. The Proposal of a new General Act, proposed by Socialistsparliamentary Group, which is -“ad pedem litterae”- the same that the older 2008/Project, defines the “Freightment Contract” [Contrato de Fletamento] in terms of full andabsolute identification or equalization with the Contrac of Carriage of Goods by Sea, withthe self-evident purpose of making the Owner -which is called “Carrier”- liable for thecarriage and custody of the goods on board, and thus erasing completely the older figureof the “Contrato de Fletamento” [Freightment], as a contract for the furniture of navigationservices, for ot...

The obvious and undeniable peculiarities that distinguish a company’s foundation actfrom the traditional bilateral contract have led to the apparition of different theoriesabout the legal nature of such act at various times and places. Many of them have incommon the denial of its contractual character. However, a more careful analysis allowsto unequivocally assert that character, and thus the full validity of the traditional conceptof “company contract”, its plurilateral nature (“two or more people”) and its radial structure(“who bind themselves to put jointly”). An indeed exceptional case —and yet, equallycontractual in nature— may be found in the very special instance of the so-called successivefoundation of companies.