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Excerpt from John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention, 3rd ed. (1999), pages 537-538. Reproduced with permission of the publisher, Kluwer Law International, The Hague.

Article 93

Application to Part of a State

Article 93 is of interest to relatively few States—federal systems where the central government lacks treaty power to establish uniform law for international sales. The United States, fortunately, is not in this position. On the other hand e.g., Canada’s treaty power was crippled by a 1937 decision of the (British) Privy Council, a restriction that now is moot.[15] Article 93 responds to this difficulty by providing that a State may declare that the Convention will apply "only to one or more" of its territorial units—an option that permits a State to adopt the Convention with its applicability limited to those units (e.g. Provinces) that have enacted legislation to implement the Convention.[16] The effect of a declaration under Article 93 may be illustrated as follows: [page 537]

Example 93A. State C ratified the Convention subject to a declaration under Article 93 that the Convention will apply to its territorial unit Y but not to territorial unit Z. Seller A, whose place of business is in Y, and also Seller B, whose place of business is in Z, make sales contracts with Buyer, whose place of business is in State D, a Contracting State that has made no such reservation.

Article 93(3) provides that only the contract made by Seller A, located in territorial unit Y, will be governed by the Convention. If Seller had multiple places of business, some in Y and some in Z, the contracts subject to the Convention will those in which Seller’s place of business in Y (rather than Z) "has the closest relationship to the contract and its performance". See Art. 10(a), §§42, 123-124, supra (In some cases the Convention may apply to international sales involving parties with places of business in Z when the forum’s rules on conflicts (P.I.L.) designate the law of a Contracting State.) [page 538]


FOOTNOTES: Chapter on Final Provisions

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15. See Ziegel, 12 Can. Bus. L. J. 366, 368–369 (1986–87). For the treaty power of the United States in relation a convention establishing uniform law for international sales see Honnold, 107 U. Pa L. Rev. 207, 304–199 (1959).

16. Canada’s role in securing adoption of such a provision is described in Leal, 8 Dalh. L.J. 257 (1984).

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Pace Law School Institute of International Commercial Law - Last updated March 2, 2005