The text explores the state of the law of contracts under civil and common law in Canada. Specifically, it addresses two distinct situations, one where the intention of contracting parties is to be governed exclusively by their contractual clauses and one where the contract is governed by non-state rules such as usage, general principles of law, lex mercatoria, etc. In both cases, are these contracts nevertheless submitted to State law ? And if so, which one ? Are the answers to these questions different when the contract is subject to arbitration ? If this is the case, is there any justification for such a difference ? The Inter American Convention on the Law Applicable to International Contracts (1994) as well as the current revision of t...