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Reproduced with the permission of Oceana Publications

excerpt from

INTERNATIONAL SALES LAW

United Nations Convention on Contracts for the International Sale of Goods

Convention on the Limitation Period in the International Sale of Goods

Commentary by
Prof. Dr. jur. Dr. sc. oec. Fritz Enderlein
Prof. Dr. jur. Dr. sc. oec. Dietrich Maskow

Oceana Publications, 1992

Article 22 [Withdrawal of acceptance]

[TEXT OF THE UNIFORM LAW]

An acceptance may be withdrawn [1] if the withdrawal reaches [3] the offeror before or at the same time as the acceptance would have become effective [2].

[COMMENTARY]

[1] An acceptance can be withdrawn just as an offer (c. Article 15, paragraph 2) as long as it has not become effective.

The result is a situation where the offeror is bound, but not yet the offeree, for the offeror can no longer revoke his offer after the acceptance was dispatched (Article 16, paragraph 1). The offeree, however, can speculate during the time of postal handling. Farnsworth (BB, 196 fol) will prevent this by liberally applying the rule of good faith under Article 7, paragraph 1 or by way of invoking domestic law under Article 7, paragraph 2. It is not clear to us why the revoking of an acceptance which has not been received by the offeror constitutes a misuse which has to be fought with good faith. Unclear is also how such a misuse could be proved. Since our law is based on the assumption that an offer is generally binding, the unilateral binding of the offeror is not a problem.

[2] As to the effectiveness of an acceptance, compare Article 18, paragraph 2. A late acceptance does not become effective under Article 18, but rather under Article 21, i.e. either by express information or silence.

[3] Concerning receipt compare Article 24. [page 106]

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Pace Law School Institute of International Commercial Law - Last updated August 7, 2002
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