Shariah governance, contractual autonomy, and World Trade Organization commercial contracts

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Abstract

The World Trade Organization’s (WTO) legal order increasingly intersects with hybrid contractual regimes shaped by Shariah governance, sustainability imperatives, and global investment law. This article argues that the WTO’s legitimacy crisis is partly rooted in its neglect of contractual governance—the normative layer where trade commitments are designed, implemented, and contested (Sacerdoti & de Stefano, 2025). This neglect has significant doctrinal consequences: WTO disciplines remain anchored in state-to-state adjudication, while contractual mechanisms that transmit and recalibrate trade norms across jurisdictions are largely overlooked (Basedow, 2024). Through an analysis of Saudi Vision 2030 giga-projects, the study advances structured pluralism as an interpretive framework for coherence within WTO law. It demonstrates how Shariah fairness, WTO legality, and environmental, social, and governance (ESG) obligations interact to reshape contractual autonomy and generate new modes of transnational regulation. The findings show that sukuk-financed procurement and ESG-linked infrastructure agreements expose systemic blind spots in subsidy rules, most favored nation (MFN) obligations, and the Technical Barriers to Trade (TBT)/Sanitary and Phytosanitary (SPS) frameworks. Recognizing contracts as governance instruments would enable the WTO to align doctrine with pluralist commercial practice, facilitating doctrinal renewal while strengthening the legitimacy and effectiveness of the multilateral trading order.

Keywords: Contractual Autonomy, Private Governance, Shariah Contract Law, WTO and Private Law, Vision 2030 (Saudi Arabia), ESG Clauses and Sustainable Finance, Sukuk and Hybrid Instruments, Legal Doctrinal Coherence, Relational Contract Theory, Sustainable Trade Governance

Authors’ individual contribution: The Author is responsible for all the contributions to the paper according to CRediT (Contributor Roles Taxonomy) standards.

Declaration of conflicting interests: The Author declares that there is no conflict of interest.

JEL Classification: D23, K12, K22, K33

Received: 03.11.2025
Revised: 20.02.2026; 27.03.2026
Accepted: 23.04.2026
Published online: 28.04.2026

How to cite this paper: Al-Marri, A. S. A. (2026). Shariah governance, contractual autonomy, and World Trade Organization commercial contracts. Corporate Law & Governance Review, 8(2), 153–163. https://doi.org/10.22495/clgrv8i2p14