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CISG
number


LEGISLATIVE HISTORY
1980 Vienna Diplomatic Conference

G. Report of the First Committee
[Outline of committee proceedings]
Document A/CONF.97/11 [Original: English 7 April 1980]

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55
Article 51 [became CISG article 55 ]

A. UNCITRAL text [1978 draft]
B. Amendments
C. Proceedings in the First Committee
D. Subsequent proceedings
E. Overview comments

A. UNCITRAL text

1. The text [of the 1978 draft] of the United Nations Commission on International Trade Law provided as follows:

"Article 51 [became CISG article 55 ]

"If a contract has been validly concluded but does not state the price or expressly an impliedly make provision for the determination of the price of the goods the buyer must pay the price generally charged by the seller at the time of the conclusion of the contract. If no such price is ascertainable, the buyer must pay the price generally prevailing at the aforesaid time for such goods sold under comparable circumstances."

[Go to Secretariat Commentary on the above text]

[See also pre-Conference observations and proposals by Governments and International Organizations]

B. Amendments

2. Amendments were submitted to article 51 [became CISG article 55 ] by Union of Soviet Socialist Republics (A/CONF.97/C.1/L.83), Byelorussian Soviet Socialist Republic (A/CONF.97/C.1/L.158), Turkey (A/CONF.97/C.1/L.183), Pakistan (A/CONF.97/C.1/L.196), Argentina, Portugal, Spain (A/CONF.97/C.1/L.200), India (A/CONF.97/C.1/L.202), France (A/CONF.97/C.1/L.20) and Italy (A/CONF.97/C.1/L.220).

3. These amendments were to the following effect:

(i) Union of Soviet Socialist Republics (A/CONF.97/C.1/L.83):

Delete article 51 [became CISG article 55 ], on the grounds that in a contract the price must be determined or determinable. It should be borne in mind that in article 12(1) [became CISG article 14(1) ] determinability of the price is recognized as one of the conditions for an offer to be effective.

[Rejected: see Consideration, 5, below.]

(ii) Byelorussian Soviet Socialist Republic (A/C0NF.97/C.1/L.158):

Delete the article.

[Rejected: see Consideration, 5, below.]

(iii) Turkey (A/CONF.97/C.1/L.183):

Replace the words "the buyer must pay the price generally charged by the seller at the time of the conclusion of the contract. If no such price is ascertainable, the buyer must pay the price generally prevailing at the aforesaid time for such goods sold under comparable circumstances" by the words "the buyer must pay the price current at the time of the conclusion of the contract in the place of delivery for such goods".

[Withdrawn in favour of text submitted by ad hoc working group: see Consideration, 8, below.]

(iv) Pakistan (A/CONF.97/C.1/L.196):

Delete in the middle part of the article the words ",the buyer must pay the price generally charged by the seller at the time of the conclusion of the contract. If no such price is ascertainable,".

[Withdrawn in favour of text submitted by ad hoc working group: see Consideration, 8, below.]

(v) Argentina, Spain, Portugal (A/CONF.97/C.1/L.200):

Amend the beginning of article 51 [became CISG article 55 ] to read:

"If the price has not been stated and no provision has expressly or impliedly been made for the determination of the price of goods, and if Part II of this Convention is not applicable to the contract and the applicable law admits in such cases the existence of a contract of sale, the buyer must pay . . .".

[Withdrawn in favour of text submitted by ad hoc working group: see Consideration, 8, below.]

(vi) India (A/CONF.97/C.1/L.202):

In the first sentence of article 51 [became CISG article 55 ] replace the words "If a contract has been validly concluded but does not state the price or expressly or impliedly make provision for the determination of the price of the goods" by the words"Where a contract does not either expressly or impliedly state the price of the goods . . . ".

[Withdrawn in favour of text submitted by ad hoc working group: see Consideration, 8, below.]

(vii) France (A/CONF.97/C.1/L.205):

1. Delete article 51 [became CISG article 55 ].

2. If the above proposal is rejected, amend article 51 [became CISG article 55 ] to read as follows:

"Where the contract does not explicitly or implicitly determine the price but merely provides guidelines for determining it, these may consist of an explicit or implicit reference to the price generally charged by the seller at the time of the conclusion of the contract or to the price generally charged at the aforesaid time for such goods sold under comparable circumstances."

[1. Rejected: see Consideration, 5, below.]

2. Withdrawn in favour of text submitted by ad hoc working group: see Consideration, 8, below.]

(viii) Italy (A/CONF.97/C.1/L.220):

Amend article 51 [became CISG article 55 ] to read as follows:

"Where a contract does not state the price or expressly or otherwise impliedly make provision for the determination of the price of the goods, the parties are considered to have impliedly agreed that the buyer must pay the price generally charged by the seller at the time of the conclusion of the contract, and if no such price is ascertainable, that the buyer must pay the price generally prevailing at the aforesaid time for such goods sold under comparable circumstances."

[Withdrawn: see Consideration, 10, below.]

C. Proceedings in the First Committee

(i) Meetings

4. The First Committee considered article 51 [became CISG article 55 ] at its [11 meeting, 24th meeting, 25th meeting and 29th meeting] on 26 March, 27 March and 31 March 1980 respectively [see also 37th meeting of First Committee].

(ii) Consideration

5. At the 24th meeting, the amendment by the Union of Soviet Socialist Republics (A/CONF.97/C.1/L.83), the amendment by the Byelorussian Soviet Socialist Republic (A/CONF.97/C.1/L.158) and the first part of the amendment by France (A/CONF.97/C.1/L.205) were rejected by 14 votes in favour and 27 against.

6. At the 24th meeting, a motion to adjourn the debate on this article was adopted by 33 votes in favour and none against, and an ad hoc working group composed of the representatives of Argentina, France, Ghana, India, Italy, Pakistan, Portugal, Sweden, Turkey and the Union of Soviet Socialist Republics was established to consider the article and submit a proposed text for the article to the Committee.

7. At the 29th meeting, the ad hoc working group submitted the following text (A/CONF.97/C.1/L.232):

"Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price, the parties shall be deemed, in the absence of any indication to the contrary, to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in that particular trade."

8. The amendments by Turkey (A/CONF.97/C.1/L.183), Pakistan (A/CONF.97/C.1/L.196), Argentina, Spain and Portugal (A/CONF.97/C.1/L.200), India (A/CONF.97/C.1/L.202) and the second amendment of France (A/CONF.97/C.1/L.205) were withdrawn in favour of the text submitted by the ad hoc working group.

9. The text of the ad hoc working group was orally amended twice, firstly by an amendment deleting from the text the word "validly", and secondly by an amendment adding the words "by the seller" after the words "generally charged". The text, with each oral amendment, was rejected. The text as unamended was adopted by 29 votes in favour and 4 against.

10. The amendment by Italy (A/CONF.97/C.1/L.220) was withdrawn.

[D. Subsequent Proceedings]

[For subsequent Conference material on the development/approval of the final text of CISG article 55, go to Plenary Conference 8th meeting]

[E. Overview Comments]

[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 11, 2000
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