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Excerpt from John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention, 3rd ed. (1999), page 200 Reproduced with permission of the publisher, Kluwer Law International, The Hague.

Article 23

Effect of Acceptance; Time of Conclusion of Contract

[See also Honnold Text, Formation of the Contract (Articles 14-24):
Introduction to Part II of the Convention.]

178 Article 18(2) (supra at 161) in stating when an acceptance becomes "effective" implies that a contract is concluded at that time. This implication is made explicit by the present article.

Article 23 [1]

"A contract is concluded at the moment when an acceptance of an offer becomes effective in accordance with the provisions of this Convention."

Several articles of the Convention refer to conditions existing at the time of the conclusion of the contract. (See Arts. 42(1), 55, 68, 74, 79(1), 100(2)). Only rarely will it be important to determine the precise "moment" when the contract was concluded. One exception may be Article 68, infra, which provides that risk of loss of goods sold during transit passes to the buyer "from the time of the conclusion of the contract." It has been suggested that the time of the conclusion of the sales contract may be important in the application of domestic fiscal or regulatory laws; this, of course, is a question to be decided in the light of the language and purpose of the domestic legislation.[2][page 200]

FOOTNOTES: Chapter on Article 23

1. The present article is the same as Art. 21 of the 1978 Draft Convention. There is no comparable provision in ULF.

2. See Schmidt, The International Contract Law in the Context of Some of Its Sources, 14 Am. J. Comp. L. 1, 29 (1965); Schlechtriem, Com. (1998) 159160.

Pace Law School Institute of International Commercial Law - Last updated March 1, 2005