Excerpt from John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention, 3rd ed. (1999), pages 201-202 Reproduced with permission of the publisher, Kluwer Law International, The Hague.
§ 179 Part II of the Convention provides, in various settings, that a communication becomes effective when it "reaches" the other party. See Article 15(1) (offer), Article 15(2) (withdrawal of offer), Article 16(1) (revocation of offer), Article 17 (rejection), Article 18(2) (acceptance), Article 20(1) (period for acceptance fixed by telephone, telex or other means of instantaneous communication), Article 22 (withdrawal of acceptance).
Practical problems of proof would arise if the applicability of these provisions depended on evidence that a communication came to the personal attention of the addressee. These problems are addressed in the following provision.
"For the purposes of this Part of the Convention, an offer, declaration of acceptance or any other indication of intention "reaches" the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence."
Under Article 24, the communication "reaches" the addressee when it is delivered "to his place of business or mailing address." This, of course, requires "delivery" to an appropriate "place"—i.e., within the mail-box or mail slot, or by a transfer of possession to an authorized person in the addressee’s employ. Leaving a letter or telegram on the door-step or in some other unattended place would not constitute "delivery" to the addressee’s "place of business"; one relying on such a communication would need to show that the letter or telegram reached the addressee or an authorized employee. The usefulness of Article 24 is indicated by the widespread use of the same approach.[page 201]
Article 27 (infra at §188) states a general rule, applicable to Part III of the Convention, that notices and other communications are effective when they are properly dispatched. However, for reasons discussed at §§189–190, this rule is subject to exceptions in Articles 47(2), 48(4), 63(2), 56(1) & (2), and 79(4)—provisions which make certain communications effective only when they are received. The definition in Article 24, supra, of when a communication "reaches" the addressee applies only to Part II, but there is no indication of a legislative intent to reject the approach of Article 24 in construing the above references to the "receipt" of communications. Indeed, the normal meaning of "receipt" is close to that expressed in Article 24; the widespread use of the approach of Article 24, indicated in note 2, seems to justify the use of this article by analogy.
See, for intensive treatment, Schlechtriem, Com. (1998) 161–171.[page 202]
FOOTNOTES: Chapter on Article 24
1. This article is substantially the same as Art. 22 of the 1978 Draft and is similar to ULF 12(1): "communicated" means "delivered at the address" of the relevant party.
2. II Schlesinger, Formation 1467–1471 (report by W. Lorenz on Austrian, German and Swiss law); Sutton, The Hague Conventions of 1964 and the Unification of the Law on International Sale of Goods, 7 U. Queensland L. J. 145 at n. 75–76 (1971). For the principle of the German Civil Code (§130) that an acceptance or other declaration is effective when it reaches the addressee’s "zone of control," see Zweigert & Kötz II (1987) 35; Schmidt, The International Contract Law in the Context of Some of its Sources, 14 Am. L. Comp. L. 1, 19–23 (1965) (implications of the foregoing Zugangsprinzip in various civil law systems).