Cite as Eörsi, in Bianca-Bonell Commentary on the International Sales Law, Giuffrè: Milan (1987) 161-162. Reproduced with permission of Dott. A Giuffrè Editore, S.p.A.
1. History of the provision
2. Meaning and purpose of the provision
An offer, even if it is irrevocable, is terminated when a rejection reaches the offeror.
1. History of the provision.
1.1. - This short article had no antecedents. It emerged at the Working Group as Article 11 of the Formation Draft (Yearbook, IX (1978), 84, 116), as Article 15 in the UNCITRAL Draft Convention and was adopted at the Vienna Conference. At this Conference there was only one proposal to amend the article. The proposal suggested that other circumstances in which an offer is terminated be considered, such as death, bankruptcy or legal incapacity of the offeror or offeree (Official Records, I, 75). This suggestion was not taken up in the discussion. The Conference refrained, as did the Working Group, from providing rules for such events. The article was adopted by the First Committee of the Conference (Official Records, II, 42) and then in the Plenary Session (Official Records, II, 205).
2. Meaning and purpose of the provision.
2.1. - This relatively simple provision contains two elements: (1) an offer is terminated when a rejection «reaches» (see Article 24) the offeror: and (2) this applies also if the offer is irrevocable.
2.2.1. - An offer is terminated when it is rejected. It is also terminated if the period of time for acceptance fixed by the offeror (Article 20(1)) lapses or when a counter-offer is given as a reply to the offer (Article 19(1); but see also Article 19(2)). If the counter-offer is accepted then the former offeror becomes the [page 161] offeree and the former offeree becomes an offeror. Late acceptance may be remedied under Article 21.
The main purpose of the provision is to assure that the offeror is free to contract with someone else without fear that the offeree will change his mind and attempt to accept the offer which he had previously rejected (see Secretariat's Commentary, Official Records, I, 22).
An offer may be rejected either expressly or by implication (e.g., by virtue of Article 19(1); see Secretariat's Commentary, Official Records, I, 22).
2.1.2. - The words «even if [an offer] is irrevocable» were made part of the provision since some legal systems hold that an irrevocable offer is not terminated by the rejection (see Secretariat's Commentary, Official Records, I, 22). The provision is in accordance with a similar rule in Article 15(2). [page 162]