CISG
number
LEGISLATIVE HISTORY
1980 Vienna Diplomatic Conference
[Outline of committee proceedings]
Document A/CONF.97/11 [Original: English 7 April 1980]
 14 |
A. UNCITRAL text [1978 draft]
B. Amendments
C. Proceedings in the First Committee
D. Subsequent proceedings
E. Overview comments
1. The text [of the 1978 draft ] of the United Nations Commission on International Trade Law provided as follows:
"Article 12 [became CISG article 14 ]
"(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.
"(2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal."
[Go to Secretariat Commentary on the above text]
[See also pre-Conference observations and proposals by Governments and International Organizations]
2. Amendments were submitted to article 12 [became CISG article 14 ] by the United Kingdom (A/CONF.97/C.1/L.36), Union of Soviet Socialist Republics (A/CONF.97/C.1/L.37), Finland (A/CONF.97/C.1/L.29), Norway (A/CONF.97/C. l/L.38), Austria (A/CONF.97/C.1/L.46), the United States of America (A/CONF.97/C.1/L.55), an ad hoc working group (A/CONF.97/C.1/L.103) and Australia (A/CONF.97/C.1/L.69).
3. These amendments were to the following effect:
Paragraph (1).
(i) United Kingdom (A/CONF.97/C.1/L.36):
1. Delete the second sentence of paragraph (1) of article 12 [became CISG article 14 ].
2. If the above proposal is rejected, revise the second sentence of paragraph (1) of this article to read as follows:
3. If both the proposals at 1. and 2. above are rejected, revise the second sentence of paragraph (1) of this article to read as follows:
[Rejected: see Consideration, 5, below.]
(ii) Union of Soviet Socialist Republics (A/CONF.97/C.l/L.37):
"It should be borne in mind, where a certain practice has become established between the parties to a contract, deletion of the words in question will not cause any difficulties, in view of the general provisions contained, in particular, in draft articles 7 and 8 [became CISG article 8 and CISG article 9 ]."
[Rejected: see Consideration, 9, below.]
(iii) Finland (A/CONF.97/C.1/L.29):
Revise paragraph 1 to read as follows:
"A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it contains terms relating to matters such as the goods, the quantity or the price which enable the offeree to decide whether or not to accept the proposal."
[Referred to ad hoc working group: see Consideration,5, below.]
(iv) Norway (A/CONF.97/C.1/L.38):
[Referred to ad hoc working group: see Consideration, 5, below.]
(v) Austria (A/CONF.97/C.1/L.46):
Amend this second sentence to read as follows:
"Any proposal is sufficiently definite, in particular, if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price."
[Referred to ad hoc working group: see Consideration, 5, below.]
(vi) United States of America (A/C0NF.97/C.1/L.55):
[Delete sentence two.]
[Referred to ad hoc working group: see Consideration, 5, below.]
Paragraph (2).
Australia (A/CONF.97/C.1/L.69):
[Referred to Drafting Committee: see Consideration, 12, below.]
C. Proceedings in the First Committee
(i) Meetings
4. The First Committee considered article 12 [became CISG article 14 ] at its [8th meeting and 11th meeting] on 17th and 18th March, 1980, respectively [see also 35th meeting of First Committee].
(ii) Consideration
Paragraph (1).
5. At its 8th meeting, the amendment by the United Kingdom (A/CONF.97/C.1/L.36) was rejected by 17 votes in favour and 22 against. The amendments by Finland (A/CONF.97/C.1/L.29), Norway (A/CONF.97/C.1/L.38), Austria (A/CONF.97/C.1/L.46) and the United States of America (A/CONF.97/C.1/L.55) were referred to an ad hoc working group. At the 11th meeting, the ad hoc working group submitted two proposals(A/CONF.97/C.1/L.103) for consideration:
6. This amendment was rejected by 15 votes in favour and 26 against.
7. The working group also submitted for consideration the proposal of Austria (A/CONF.97/C.1/L.46):
8. This amendment was rejected by 19 votes in favour and 19 against.
9. The amendment by the Union of Soviet Socialist Republics (A/CONF.97/C.1/L.37) was rejected by 9 votes in favour and 24 against.
10. An oral proposal was submitted by Yugoslavia on article 12 [became CISG article 14 ], paragraph (1) as follows:
11. This proposal was rejected by 7 votes in favour and 22 against and the UNCITRAL text was adopted.
Paragraph (2).
12. At the 8th meeting, the amendment by Australia (A/CONF.97/C.1/L.69) was referred to the Drafting Committee, and the UNCITRAL text adopted.
[For subsequent Conference material on the development/approval of the final text of CISG article 14, go to Plenary Conference 6th meeting (continued)]
[English translation of report on the significance of the deliberations on this article at the Diplomatic Conference: prepared by Peter Schlechtriem, based on notes taken at the conference and published shortly thereafter]
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Pace Law School Institute of International Commercial Law - Last updated September 8, 2000