Albert H. Kritzer Go to Database Directory || Go to Bibliography || Go to CISG Case Search Form

Reproduced with permission from the author and the Cornell Review of the Convention on Contracts for the International Sale of Goods (1995) 147-187

The Convention on Contracts for the International Sale of Goods:
Scope, Interpretation and Resources

Albert H. Kritzer [*]

INTRODUCTION

The Uniform Commercial Code (UCC) is the U.S. uniform domestic commercial code. The Convention on Contracts for the International Sale of Goods (CISG) [1] is our uniform international commercial code. The CISG is designed to foster world trade by acting as a bridge to improved understanding in business dealings between persons from different countries and cultures.

When the CISG applies to a contract, its provisions replace those of otherwise applicable domestic law. A special virtue is its practicality in developing markets hampered by uncertainty as to the interpretation of domestic law. For example, in China, case law holds that where CISG provisions relating to a contract differ from those of domestic law, CISG provisions are applicable.

The United States took special steps to make the CISG practical:

"[C]harged with helping . . . on this project to unify international sales law was a study group consisting of . . . sales and contract law experts, about half of them law professors, the other half . . . leading private attorneys, counsel for . . . Fortune 500 corporations, and representatives of the National Foreign Trade [page 147] Council. This Study Group provided the sales law expertise . . . to ensure that the experts sitting for the United States . . . were in touch with the "real world."[2]

Finalized at a diplomatic conference attended by delegates from sixty-two countries,[3] the CISG has had an unusually high and rapid level of acceptance by national governments. Ratification of conventions on international commercial law normally proceeds at a glacial pace.[4] However, CISG ratifications quadrupled in the few short years since it came into effect. A spur to ratification is "broad agreement . . . that barriers to trade resulting from differences in laws should be removed."[5]

The CISG is today the uniform international sales law of countries accounting for over two-thirds of all world trade,[6] with a growing list of subscribing countries. There has been an explosion of scholarly writings on the CISG, and case law is growing exponentially. The volume of CISG case law will likely exceed that of the UCC. There are already more scholarly writings on the CISG than have ever accompanied any other new sales code.

Despite this attention, there are many attorneys who are not aware of the CISG. A still larger number do not have experience in researching the CISG and are unfamiliar with its interpretation and application in the international setting for which it is designed. As a consequence, many lawyers faced with international commercial law problems are not prepared to properly counsel their clients. In addition, some courts have applied the CISG as though it were domestic law, thereby undermining its value as uniform international law.

The nature of the problem this can present to our international traders has been put as follows:

"Domestically, the [US] law regarding sale of goods between merchants is dealt with in great detail by the provisions of Article 2 of the Uniform Commercial Code and the extensive case law that has developed over its application. Traders [from the United States] and their lawyers have adopted its rules as the "natural" way of doing business. The spill over into the [page 148] area of international trade was, not surprisingly, a rational consequence of its existence. It can be said, that 'doing business the UCC way' has become, like driving an automobile, a conditioned reflex to the American business community, both domestically as well as in international commerce.

"With the appearance of the Convention on the scene, some of these reflexes must now be reprogrammed, unless the American international trader suddenly finds himself facing a legal (and consequently a financial) situation over which he no longer has any control."[7]

To counsel on the CISG and to apply it, the Bar and bench must understand it. There are primers, basic texts, and other publications on this new sales code. Computer technology, through the Internet and the World-Wide Web, provides another avenue for improved understanding of the CISG.

The National Center for Automated Information Research (NCAIR) has funded the development of an electronic platform to make information on the CISG more readily available. A CISG World-Wide Web (W3) database has been created to handle the explosion of cases and scholarly writings. The CISG W3 database is an aid to the practice of law that harnesses the collaborative potential of computer technology. It is designed to provide practicing attorneys, jurists, and scholars an added opportunity to participate in the interpretation of the CISG by sharing their knowledge and insights.

I. UTILIZING THE CISG

A listing of environments encountered in international trade introduces situations in which the CISG can be helpful.

A. Environments

Most international contract environments are differentiable based on the legal cultures of the countries of the contracting parties and the maturity [page 149] of their domestic legal systems. These environments may be categorized as follows. Category one consists of contracts between parties from common law and civil law countries. Contracts between parties from different civil law countries comprise category two, while category three involves contracts entered between parties from different common law countries. Categories four through six are based on the relative maturity of legal systems. Category four involves contracts between parties both of whom are from countries with developed legal systems. When a party from a country with a developed legal system enters into a contract with a party from a country with a developing legal system, it is a category five environment. Contracts between parties from countries with developing legal systems are listed in category six.

B. The Challenge that Led to the Creation of the CISG

"If two people come from different cultures, they can use the same words and mean two different things; and . . . without planning to, either one of them can . . . mislead the other."[8] When communicating with persons of different countries, a bridge to improve understanding is helpful,

"[e]ven if we prefer to speak in our own language, and even if we are . . . able and willing to speak the language of an interlocutor. . . . In the same way, the [CISG] should be able to function as a legal lingua franca for international sales among those who cannot agree . . . to allow the law of one of the parties . . . to be the law of the contracts."[9]

A bridge to improve understanding is helpful in category one, because the legal cultures of the contracting parties are in many respects different. Needs for a bridge to understanding arise in categories two and three, for example, when civil law regimes differ from one another or when American approaches diverge from traditional English approaches. A legal lingua franca has similar utility in category four transactions. Depending upon the respective legal cultures, the need for a CISG by both parties to a business transaction comes to the fore in categories five and six.[10] [page 150]

An example is trade between the United States and China. When dealing with the Chinese, I have encountered difficult negotiating the UCC or the domestic law of any country other than China as the governing law of contracts. I have been reluctant to accept Chinese domestic law as the governing law because I am uncertain as to its interpretation. Among my pre-CISG alternatives were general principles of international law or no governing law clause and a reference to arbitration, perhaps in Stockholm (because Nordic law has considerable certainty and with the hope that Swedish arbitrators would draw on principles of their law when ruling on the contract). The CISG is now the law of China, and CISG case law from China holds:

"Article 6 of the . . . Foreign Economic Contract Law [of the Peoples Republic of China] stipulates that where the provisions of an international treaty to which [China] is a signatory or a participant and which is related to a contract are different from those of the laws of [China], the provisions of such international treaty are to be applied."[11]

C. Requirements

Significant benefits can be derived from the CISG.[12] However, to achieve its potential, it must overcome barriers.

The Bar and the bench must participate in the ClSG's development. Because this is a new law, there have been cases in which "judges and attorneys have not yet recognized sufficiently that contracts they consider are regulated by the Vienna Convention."[13] This presents one challenge. Another is our courts must have regard to the "international character" of this law "and to the need to promote uniformity in its application".[14]

There is a mass of information to be assimilated. Scholars must be equipped to assist attorneys and judges struggling to comprehend the ramifications and applications of this new law. A major help they can provide to the Bar and the bench is by "collect[ing] . . . cases . . . and . . . analyz[ing] the literature of [our country and of] other countries as thoroughly as possible in order to present the full picture of interpretations and opinions to our [attorneys and] jurists."[15] [page 151]

II. SCOPE OF THE CISG

The scope of the CISG is defined in Article 1:

"This Convention applies to contracts of sale of goods between parties whose places of business are in different States: (a) when the States are Contracting States; or (b) when the rules of private international law lead to the application of the law of a Contracting State."[16]

A. Legal Families That Subscribe to the CISG

The different legal systems of Contracting States illustrate the need for "a common language [for] civil law and common law jurists alike."[17]

Common Law
Family
Civil Law and
Other Families
Australia Argentina Finland Norway
Canada * Austria France Poland
New Zealand Belarus Georgia Romania
Singapore Bosnia-Herzegovina Germany Russian Federation
Uganda Bulgaria Guinea Slovak Republic
United States ** Chile Hungary Slovenia
Zambia China Iraq Spain
Cuba Italy Sweden
Czech Republic Lesotho Switzerland
Denmark Lithuania Syria
Ecuador Mexico Ukraine
Egypt Moldova Yugoslavia
Estonia Netherlands

______________________________________________

* Quebec is a civil law province of Canada.
** Louisiana and Puerto Rico are civil law jurisdictions within a common law republic.
[page 152]

B. Transactions Governed by the CISG

1. Transactions Between Parties from Contracting States

The CISG applies to transactions where each party has his relevant place of business in a different Contracting State.[18]

2. Transactions Between Parties from Contracting States and Non-Contracting States

The CISG also applies to transactions between parties from Contracting and non-Contracting States in the following circumstances:

(a) When the parties so state in their contracts.[19] Such contractual election is valid to the extent that it does not affect the application of mandatory provisions of applicable domestic law.[20]

(b) "[W]hen the rules of private international law lead to the application of the law of a Contracting State."[21] This application is authorized by CISG Article 1(1)(b). Countries that do not wish to be bound by Article 1(1)(b) may so declare. The United States, China, the Czech Republic, Singapore, and the Slovak Republic have so declared pursuant to CISG Article 95.

(c) When a tribunal deems it applicable. For instance, even though the parties did not refer to the CISG in their contract and the CISG was not by its terms applicable to the transaction, a tribunal may use the CISG as evidence of international usages.[22] Through this use, "the doors for the application of the CISG are wide open."[23]

3. Transactions Between Parties Who Are Not from Contracting States

The CISG can also apply to transactions where both parties are from non-Contracting States pursuant to (a) or (c) above and in other situations. For example, [page 153]

"In November 1988, a German seller contracted to supply steel bars to a Syrian buyer. According to the terms of the sales contract, the 'substantive laws of France' applied. A dispute subsequently arose as to the quality of goods delivered, and the matter was submitted to ICC arbitration in France. The tribunal held that since the parties had chosen French law, the dispute should be decided in accordance with the CISG which had been in effect in France since January 1, 1988. Obviously, the CISG did not apply to this contract by default [since neither Germany nor Syria were Contracting States when the contract was made]. However, since the arbitrators considered themselves bound by the parties' choice of French law, and since the CISG has been an integral part of French law since January 1, 1988, the parties were held to have 'contracted in' to the Convention regime."[24]

C. Limitations on the Scope of the CISG

The CISG does not cover every aspect of international sales contracts. It governs only the formation of the contract and the rights and obligations of the seller and buyer.[25] Generally, the CISG defers to domestic law on validity issues and does not address the contract's effect on the property interest in the goods sold.[26] The CISG does not apply to liability of the seller for death or personal injury caused by the goods.[27] The CISG applies to the sale of goods,[28] but not to consumer sales or the sale of securities, ships, vessels, hovercraft, aircraft, or electricity.[29] It also does not apply to contracts where the party who orders the goods undertakes to supply a "substantial part" of the materials necessary for the manufacture or production of the goods, or where the "preponderant part" of the seller's obligation is to supply services.[30] [page 154]

III. INTERPRETATION OF THE CISG

Case law (jurisprudence), scholarly writing (doctrine), and legislative history (travaux préparatoires) play prominent roles in interpreting the CISG.

CISG Article 7(1) states that "[i]n the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application. . . ."[31] This calls for consideration of CISG interpretations by judges, arbitrators, and scholars of other countries as well as of rulings on the CISG in our country.

Under U.S. domestic law, a ruling on a UCC provision by a New Jersey court is not binding on a New York court, but litigants before a New York court may refer to the New Jersey ruling and the New York court will consider it. The U.S. Supreme Court treats international conventions in a similar manner.

In Air France v. Saks, the U.S. Supreme Court found "the opinions of our sister signatories [to an international convention are] to be entitled to considerable weight."[32] In his testimony before the US Senate Committee on Foreign Relations, John Honnold elaborated:

"[U.S.] sales law has grown with an acceptable degree of uniformity because of the regard that courts in each state give to the development of the same legal text in other states. . . . The obvious need for harmony in international trade that has led to the preparation and acceptance of the Sales Convention can be expected to lead to similar cross-fertilization and harmonious growth of international sales law subject to the Convention."[33]

A. Aids to Uniform Interpretation: Case Law (Jurisprudence)

1. Sources of Data on CISG Case Law

Sources of data on CISG case law include: Lexis, Westlaw, the United Nations Commission on International Trade Law (UNCITRAL), Unilex, a CISG case compendium, reports by the International Chamber of [page 155] Commerce, among others, and the CISG W3 database. Lexis has published data on fourteen CISG cases, and Westlaw has published data on ten cases.[34] UNCITRAL's CLOUT reporting service provides data on fifty-one CISG cases.[35] Unilex is an electronic database service which contains information on 146 CISG cases.[36] Professor Michael R. Will of the University of Geneva has produced a case compendium which contains over 220 CISG case citations.[37]

There are also several new developments. The International Chamber of Commerce has commenced publishing data on arbitral awards involving the CISG.[38] National databases are also emerging. For example, in 1996 the University of Freiburg commenced reports on German case law. This databank already contains extensive information on sixty-eight German court rulings on the CISG.[38a] And the Institute of International Commercial Law of the Pace University School of Law has introduced a World-Wide Web database (CISG W3) containing data on court rulings and arbitral awards under the CISG and antecedent treaties.

2. Countries of Parties and Products Involved in Reported CISG Cases

The CISG has been cited in cases involving contracting parties from Argentina, Australia, Austria, Belgium, Brazil, Bulgaria, Canada, China, Croatia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Hong Kong, Hungary, Iran, Italy, Japan, Mexico, Netherlands, Nigeria, Portugal, Spain, Sweden, Switzerland, Syria, Turkey, United Kingdom, United States, and Yugoslavia. Of these countries, Belgium, Brazil, Croatia, Hong Kong, Iran, Japan, Nigeria, Portugal, Turkey, and the United Kingdom are not yet Contracting States -- evidence of CISG impact on parties from such countries as well as from Contracting States.[39]

The CISG has been cited in cases involving contracts entered into by parties in many lines of business (italicized entries involved U.S. contracting parties): [page 156]

Adapters Construction material Lambs Steel bars
Air conditioners Copper and nickel Latex gloves Sweaters
Airplane engines Corn Lithographs Sweet potatoes
Apples Doors Lorry platforms Synthetic panels
Automatic storage system Electronic components Machinery Test tubes
Bags Fabrics Marble slabs Textiles
Bale compressor Fashion textiles Market study Tickets for sports events
Baling press Ferrochrome Metallic hangar Tiles
Bathing suit material Fibre Motor yacht Tin sheets
Blocks of stone Filling machines Mower Tools
Boilers Fittings Mussels Trucks
Boots Frozen chicken Optical equipment Vegetables
Brushes and brooms Fruit Pancakes Veneer machines
Building material Furniture Paneling Wall tiles
Camcorders Garden Flowers Paper sack factory Wallets
Candy Garlic Paper sacks Weight equipment
Car Garments Pork fat Windows
Caravan Gas equipment Radio equipment Wine
Cast-iron products Gherkins Rare hardwood Women's clothes
Cedar shakes Granite stones Rolled metal sheets Word processors
Cheese Granulate Rubber gloves Yarn
Children's shoes Granulator Sailing yacht
Chinchilla furs Hearing aids Saltwater tank
Cloth Industrial machinery Shirts
Clothes Ink printers Shoes
Coke Jeans Shower cabinets
Communications equipment Key press Skins
Compressors Kitchen furnishings Software
Computer Kitchen spatulas Special screws
Computer components Knapsacks Sports articles

Of the cases involving parties from the United States, many were tried outside the United States -- evidence of the offshore as well as domestic impact of the CISG on US businesses.[40] [page 157]

3. Case Law on Antecedent Conventions that Can Be Relevant to the Interpretation of the CISG

Cases under laws that preceded the CISG can also be relevant to the interpretation of the CISG. The Hague Convention Relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF) [41] and the Hague Convention Relating to a Uniform Law on the International Sale of Goods (ULIS) [42] are antecedents to the CISG. ULIS and ULF were the uniform international sales laws of Belgium, Gambia, the Federal Republic of Germany, Israel, Italy, Luxembourg, Netherlands, San Marina, and the United Kingdom. ULIS or ULF case law can be useful where the CISG adopted provisions of these uniform laws because

"[i]t is . . . common sense that if the Convention adopts a phrase which appears to have been taken from one [uniform] legal system . . . where it is used in a specific sense, the international legislators are likely to have had that sense in mind and to intend its introduction into the Convention."[43]

For example, the CISG language on consequential damages in Article 74 is substantively identical to ULIS language. The drafters of Article 74 considered ULIS Article 82,[44] and carried this provision forward with no substantive changes.[45] A comparison of ULIS Article 82 with CISG Article 74 demonstrates their consanguinity:

ULIS Article 82 CISG Article 74
[D]amages for a breach of contract by one party shall consist of a sum equal to the loss, including loss of profit, suffered by the other party. Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach.
Such damages shall not exceed the loss which the party in breach ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters which then were known to him, as a possible consequence of the breach of contract. Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of contract. [page 158]

While many of the CISG's ULIS or ULF antecedents are not so similar, some provisions are more similar to their ULIS or ULF antecedents:

ULIS Article 40 CISG Article 48
The seller shall not be entitled to rely on the provisions of Articles 38 and 39 if the lack of conformity relates to the facts of which he knew, or of which he could not have been unaware, and which he did not disclose. The seller shall not be entitled to rely on the provisions of Articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer.

Examples of decisions under the Hague Conventions that can help interpret other provisions of the CISG include a ULIS case from the Netherlands that has been cited to support the conclusion that "reasonableness" is a general principle of the CISG,[46] and a ULIS case from Germany said to support the proposition that the CISG is a "yardstick for the validity of clauses that the parties have not really agreed upon but that one has imposed upon the other through the use of standard terms or other means."[47]

4. Sources of ULIS and ULF Case Law

European attorneys, especially German and Dutch attorneys -- Germany and the Netherlands are the two most prolific sources of CISG case law -- are familiar with ULIS and ULF case law. Material on these conventions is regularly published in those countries. For example, Internationale Rechtsprechung zu EKG and EAG has a good collection of ULIS and ULF case law.[48] Israel can be another good source of ULIS and ULF case commentary.[49]

Commentators from these jurisdictions are not the only persons to cite ULIS and ULF case law as an aid to the interpretation of the CISG. For example, from the United States, John Honnold writes: [page 159]

"Problems invoking the general rules of article 74 can arise from changes in exchange rates subsequent to the date when the buyer should have paid. . . . For a 1978 German decision under ULIS 82 . . . awarding damages for loss from changes in exchange rates during delay, see UNIDROIT, 1979 Uniform Law Review, No. 1, 344-348, citing Neue Juristische Wochenschrift 1979, 2480."[50]

Caveat: While the comparative use of ULIS and ULF case law to interpret the CISG can be helpful, in some cases the analogy between the conventions can be taken too far.[51] It is always important to closely scrutinize analogies between CISG and ULIS or ULF provisions.

B. Aids to Uniform Interpretation: Scholarly Writings (Doctrine)

There are thousands of scholarly writings on the CISG. Much of this material is in English. There are also many collections of articles on the CISG in, among others, French, Japanese, Russian, Spanish, and Mandarin. After English, the next largest volume of CISG literature is in German. The following examples of subjects discussed in articles published in German journals illustrate the wealth of material contained in this literature:

Allocation of burden of proof
Anticipated breach of contract
Conformity of goods
Consequences of breach of contracts: damages, winding up, and options for restructuring contracts
Contract avoidance and seller's right to cure
Contract negotiations and culpa in contrahendo under the CISG
Contracts for work and materials
Continuing effect of seller's collateral obligations after dispatch of and payment for the goods
Damages, force majeure, and frustration of purpose
Delivery issues, including duty to install [page 160]
Error regarding characteristics of the goods
Excluding the CISG
External gaps and private international law
Foreign industrial property rights, seller's liability
Formation of the contract
Forum selection clauses and place of performance
Fundamental breach of contract and rescission
Gaps in the CISG
Letters of credit and the CISG
Liability for refusal to perform
Limitations upon exclusions of liability
Liquidated damages
Obligation to examine the goods and to give notice of lack of conformity
Passage of risk
Place of payment
Pre-emption of provisions of the CISG by "practices" of the parties
Prescription of claims
Product liability
Refusal to perform
Rejection of non-conforming goods
Seller's right of stoppage in transit
Sphere of application of the CISG
Undetermined purchase price
Unforeseeability of damages
Usages under the CISG
Warranty for conformity; implied warranties

C. Aids to Uniform Interpretation: Legislative History (Travaux Préparatoires)

The CISG has a rich and detailed legislative history, much of it contained in UNCITRAL Yearbooks. However, the Yearbooks are not easy to access. They are not indexed and the article numbering system has been [page 161] changed often. Absent a guide, locating relevant segments of the legislative history can be "like looking for a needle in a haystack."[52] Furthermore, many law libraries do not have the Yearbooks.

Professor Honnold has prepared a documentary history of the studies, deliberations, and decisions which led to the CISG.[53] It contains cross-referenced photo-offset pages from the Yearbooks. His work makes this wealth of material much more accessible. The CISG W3 database also contains aids to accessing this material.

Travaux préparatoires can be highly valuable. As Professor Lookofsky states:

"In some quarters . . . the Convention's legislative history . . . ranks high on the list of sources of law: perhaps the next best thing to an official commentary, the travaux are seen as evidence of the founding fathers' collective intent. And indeed, a fair number of the CISG decisions already rendered by certain national courts justify their rulings, inter alia, by reference to this 'process' by which the Convention text came to be. . . ."[54]

Travaux préparatoires also come with a caveat. Noting a US Supreme Court case in which "the majority and minority each pick and choose excerpts from the same legislative history to reach different results," [55] Lookofsky points out that:

"our experience with legislative history at the national . . . and . . . international . . . levels gives grounds for a certain measure of skepticism. We might not expect the proposals, counter-proposals and comments made by various national delegates during years of drafting (and re-drafting) of the CISG text to provide simple solutions to complex questions of Convention interpretation."[56] [page 162]

IV. CHALLENGES FOR PERSONS UNFAMILIAR WITH THE CISG

A. Recognizing When the CISG Applies

Attorneys should recognize that in each country where the CISG applies there are two sales codes.[57] In the United States, we have the UCC and the CISG. This can present a challenge. If an international contract specifies that it will be governed by the law of New York, this can be regarded as an election to have the contract governed by the CISG even though that may not have been the intent of the parties.

Cases under antecedents to the CISG so hold. The logic underlying these cases is equally applicable to the CISG. In ICC Arbitration Case No. 6076, the tribunal noted that "ULIS applies [because] the contracts provide for the application of the Dutch law [and] [t]he applicability of Dutch law implies the applicability of ULIS."[58] The tribunal explains: "Legal writers and modern jurisprudence generally admit that if the parties designate the applicable law of a Contracting State, ULIS is applicable, failing obvious arguments in favour of the contrary."[59] In a similar vein, Réczei states:

"In a given case the contracting parties have stipulated the municipal law of the Federal Republic of Germany as the law governing their contract, but have failed to specify whether they subject their contract to the municipal law of the Federal Republic or to ULIS. The court has applied ULIS. In other cases the court did not consider ULIS precluded by the parties [even though it appeared that] the parties did not even know of the existence of ULIS when they had made their contract. . . ."[60]

Recent cases -- in Germany, for example -- apply similar reasoning to the CISG.[61] These rulings by civil law tribunals are in accord with legal maxims that also exist in common law jurisdictions. Both legal cultures subscribe to the principle that ignorance of the law is no excuse. In the absence of an affirmative indication of intent to displace the uniform law, this can readily lead to rulings that the parties intended to apply the uniform law. [page 163]

Another way to focus on the issue is to compare the CISG with a club with which we are more familiar, the Book-of-the-Month Club. When subscribing to the Book-of-the-Month Club, a member automatically receives a book each month unless he has affirmatively indicated otherwise. The CISG is such a "club." When a country subscribes to the CISG, parties can automatically receive this "book" of laws, as the governing law of their applicable contracts, unless the parties indicate otherwise.

This feature of the CISG can have an especially negative impact on businesses served by attorneys who are not specialists in international trade law. Cases have arisen in which attorneys have found their clients' contracts to be governed by the CISG rather than by the law they thought applicable. Parties who wish to preclude the application of the CISG should use specific contract language that so states. Article 6 of the CISG honors such contract language or other satisfactory indications of such intent.

Challenges can also arise when pleading CISG cases. Situations have arisen in which counsel are not aware of the applicability of the CISG, plead domestic law, and lose where they might have won under the applicable CISG. At one time in Germany, there were said to be many such disservices to clients; a situation said to have changed due to, among others, the attention given to the CISG by the Supreme Court of Germany.

B. US Cases: Hurdles to Overcome

The proceedings reported below document instances in which U.S. attorneys and courts have not recognized CISG applicability; also included are cases where they have, but in which citations to available interpretations of the CISG are restricted, and in which relevant citations to cases under antecedents to the CISG are non-existent.[62] Setting aside cases that simply contain obiter reference to the CISG, brief comments are presented on the following US cases. [page 164]

1. Filanto, S.p.A. v. Chilewich International Corp.

In Filanto,[63] neither party is reported to have mentioned the CISG in brief or in argument.[64] The court, however, concluded sua sponte that the CISG applied rather than the UCC.[65]

After citing a 1991 report of "virtually no U.S. case law interpreting the Sale of Goods Convention,"[66] the Filanto court limited its remaining citations, outside of the CISG itself, to interpretations of U.S. domestic law other than the CISG, such as the Restatement (Second) of Contracts and judicial rulings on the UCC.[67]

A key issue in this case turned on Part II of the Convention (Formation of the Contract) and, in particular, CISG Article 18(1). There are numerous detailed scholarly writings on Part II of the CISG, including material by leading authorities on the manner in which CISG Article 18(1) is to be interpreted.[68] In addition, "[t]he rules under Part II of the CISG are based largely on the Uniform Law on the Formation of Contracts concerning movable goods (ULF),"[69] which should prompt litigants in such cases to wish to mine ULF case law authority.

2. Beijing Metals & Minerals Import/Export Corp. v. American Business Center, Inc.

Beijing Metals is also a case in which the court cited neither CISG case law from other jurisdictions nor the multitude of scholarly writings on the CISG. This court simply stated, as did the Filanto court, that "there is as yet virtually no U.S. case law interpreting the Sale of Goods Convention."[70]

In Beijing Metals, the trial judge is reported to have ignored a request for judicial notice of the CISG,[71] and the issue is said to have been raised again on appeal.[72] The appellate court noted plaintiff's contention that the CISG applied but elected not to resolve this issue.[73]

Richman points out, "Ironically, as supreme law of the land, the Fifth Circuit and Texas courts would have to apply Texas law, which would include the Convention. . . ."[74] Flechtner adds, "the . . . agreement in Beijing Metals may well have been within the scope of CISG. If so, the Fifth [page 165] Circuit should have applied the Convention's approach . . . with results likely to differ from those the court obtained by applying the Texas . . . rule."[75]

3. GPL Treatment, Ltd. v. Louisiana-Pacific Corp.

The ruling of the Oregon Court of Appeals in GPL Treatment [76] seems in some respects analogous to Beijing Metals. Judge Leeson, in his dissent, appears to properly take the majority to task for its failure to address the plaintiff's allegation that the trial court erred in refusing to apply the CISG law of Oregon instead of the UCC.[77]

4. Delchi Carrier, S.p.A. v. Rotorex Corp.

Like Filanto, the court in Delchi Carrier [78] applied the CISG. This case involved an interpretation of CISG Article 74, which is substantively identical to ULIS Article 82. In his comparison of the Delchi opinion with a leading German ruling on ULIS Article 82, Schneider reports:

"The US Federal District Court in Delchi referred only briefly to two scholarly comments on the CISG before going on to apply it in a manner totally consistent with New York law, which was the place of business of the seller. The Court did not avail itself of more detailed analysis available in the literature. . . .

"The German Supreme Court, in applying [Article 82 of ULIS] made a greater effort to consult the available literature on the principles underlying that Convention. It . . . followed those principles rather than its national law in many particulars. . . .

"The US court, accustomed to referring more often to code annotations or prior decisions, was able to rely on neither. [G]iving only a terse mention of the articles of the CISG it used, [the court] ignor[ed] the extensive literature on the CISG and . . . interpret[ed] its articles according to New York law without analysis of the Convention. . . ."[79] [page 166]

C. Pinpointing Current Problems

There is clearly a need for a better understanding of the CISG and relevant interpretative sources. Former New York Court of Appeals Judge Stewart F. Hancock, Jr., stated:

"Various explanations have been suggested for the failure of the legal profession (including the judiciary and many law schools) to appreciate the significance of the UN Sales Convention and that an important body of substantive commercial law -- which must be studied and understood -- has come into being. One is most often cited. The Sales Convention was enacted in this country as a treaty. Thus, it became binding on each of our fifty states by action of the President with the concurrence of the Senate . . . without the need for attention or action by the legislatures of the states. The concurrence of the United States Senate was preceded by committee hearings. And the Senate had the benefit of studies and reports recommending approval of the Sales Convention from, among others, a committee of the American Bar Association. However, because no state approval was required, an important code of international substantive law governing commercial transactions of the sort covered in domestic commerce by Article 2 of the UCC became binding New York law without the analysis by the New York Law Revision Commission, legislative committees, professional groups, academics and bar associations which had preceded the adoption of the UCC in New York."[80]

Professor Peter Schlechtriem cites a similar lack of sufficient attention in his country when ULIS and ULF were first promulgated. He states:

"It took several years before ULIS and ULF were really noticed. After the Hague Conventions had come into force in the Federal Republic of Germany, about five years passed before the German Federal Supreme Court first applied them in a decision. Amongst the replies to our 1987 survey were questions from some courts, asking what the Uniform Sales Law actually was. Although it was valid law, some had not even [page 167] heard of it. No doubt many practitioners shied away from . . . applying the Hague Conventions because it was unknown and unfamiliar to them. A personal experience is indicative: from 1984 until 1991 I was a member of the German law reform commission where I had the opportunity to talk to two presidents of German courts of appeal, who were also members. One of these senior judges repeatedly emphasized that he frequently applied the Hague Uniform Sales Law. The other said that his court preferred to avoid Uniform Sales Law whenever possible and even suggested to the parties during proceedings that they agree on another law -- i.e. domestic law -- a choice of law which is still possible during proceedings according to German law. Nevertheless, between 1974, when the Hague Uniform Sales Laws came into force, and our survey in 1987, some 250 cases were decided in Germany under the ULIS and [ULF]. Since then, there have been many more such decisions applying Uniform Sales Law, and the same court president, who in 1984 preferred to avoid applying Uniform Sales Law, admitted in . . . 1991 that he has now learned to appreciate the individual rules and solutions of the CISG.

"This is an indication of the positive acceptance of the CISG."[81]

Germany overcame the challenges presented by its first uniform international sales law. The United States faces other challenges.

The US Supreme Court encourages us to examine foreign interpretations of uniform laws such as the CISG.[82] However, many of the cases and commentaries are located in sources that are not familiar to most of us. Also, most of the cases are in languages other than our own, and foreign languages are not taught to the same extent in our country as in others. This has impeded our ability to access foreign case law and commentaries on the CISG. The CISG W3 database is being designed to help respond to this obstacle by providing data on available commentaries and ready access to foreign CISG decisions and English translations of them.

Another challenge arises from the CISG itself. The UCC has civil law overtones that we have learned to understand and respect.[83] The CISG [page 168] has more civil law overtones.[84] They are particularly relevant in the context of gaps in the code. No sales code can purport to cover all issues that may arise. There are three ways to deal with gaps in a code of law:

By reference to external legal principles. This is the common law approach. Under common law, the law exists in the absence of statute and reigns except to the extent derogated by statute. Thus, when a solution is not to be found in the express words of a statute, there is normally less need to extrapolate from it.

By internal analogy. This is the civil law approach. For the civilian, the statute and extrapolations properly derived from it constitute the primary source of law.

By a combination of these approaches. The UCC combines these approaches;[85] so does the CISG, but in a manner more civilian.[86]

While Americans are aided by the fact that the CISG has much in common with the UCC, the CISG is more of a civil code than a common law code.[87] To apply it in the proper manner, we need to recognize a fundamental difference between it and the style of the laws to which common law attorneys are generally accustomed.

Canada's leading common law participant in the development of the CISG, Jacob Ziegel, notes that:

"The general drafting style of the Vienna provisions follows . . . civilian models in its succinctness and brevity, and in its emphasis on broad statements of principle and general lack of situational settings. To those familiar with ... Article 2 of the Uniform Commercial Code the contrast will be striking. . . .

"[T]he laconic style of the Vienna provisions results in many detailed, and sometimes obvious, questions being left unanswered. Civilians have for a long time accepted and successfully overcome a similar challenge in the interpretation of their domestic codes. . . ."[88]

Interpretation and gap-filling has been a challenge for civilians. It is a challenge for us as well. And we need to "re-examine our traditional [page 169] approach."[89] John Honnold states that "[a] generous response to the invitation of [CISG] Article 7(2) to develop the Convention through the general principles on which it is based is necessary to achieve the mandate . . . to interpret the Convention with regard to the need to promote uniformity in its application."[90] He continues:

"[The CISG] presents a delicate balance between (1) developing the Convention's general principles and (2) recourse to domestic law -- a choice that inevitably will be influenced by the traditions and mind-set of the tribunal. . . . [C]ivil law practice is generally hospitable to the first alternative and common law to the second. Which is more compatible with the objectives of the Convention? This writer, although nurtured in the common law, has come to believe that international unification calls for us to reexamine our traditional approach."[91]

These challenges call for concerted responses to the need for further education on the CISG and the manner in which it should be interpreted.

V. RESOURCES FOR INTERPRETING THE CISG

The Cornell Review of the Convention on Contracts for the International Sale of Goods (CISG) is an important contribution to the need to educate the legal profession on the manner in which the CISG should be interpreted. Its advisory board, chaired by Judge Hancock, was constituted to help respond to this educational need. Other English-language aids to understanding the CISG are discussed below.

A. Primers and Basic Texts on the CISG

1. Primers on the CISG

The Institute of International Commercial Law at the Pace University School of Law manages several learning events on the CISG, including an essay contest [92] and an arbitration moot.[93] From time to time, participants [page 170] approaching the CISG for the first time have requested information on primers on the subject. The listing provided below may also be of interest to others.

a. Law review articles (listed alphabetically by author)

Bernard Audit, The Vienna Sales Convention and the Lex Mercatoria [94]

Eric E. Bergsten, The Law of Sales in Comparative Law; [95] Basic Concepts of the UN Convention on the International Sale of Goods [96]

Gyula Eörsi, A Propos the 1980 Vienna Convention on Contracts for the International Sale of Goods [97]

E. Allan Farnsworth, The Convention on the International Sale of Goods from the Perspective of the Common Law Countries [97]

J.D. Feltham, The United Nations Convention on Contracts for the International Sale of Goods [99]

Franco Ferrari, Uniform Interpretation of the 1980 Uniform Sales Law [100]

Alejandro M. Garro, Reconciliation of Legal Traditions in the UN Convention on Contracts for the International Sale of Goods [101]

Jan Hellner, The UN Convention on International Sale of Goods -- An Outsider's View [102]

Joseph Lookofsky, The 1980 United Nations Convention on Contracts for the International Sale of Goods [103]

Barry Nicholas, The Vienna Convention on International Sales Law [104]

Peter Schlechtriem, Uniform Sales Law -- The Experience with Uniform Sales Law in the Federal Republic of Germany [105] Vienna Sales Convention (recent developments) -- Developed Countries' Perspectives [106] Some [page 171] Observations on the United Nations Convention on Contracts for the International Sale of Goods [107]

Leif Sevón, Obligations of the Buyer under the UN Convention on Contracts for the International Sale of Goods [108]

Material written by other notable commentators -- Peter Winship, for example is also recommended. It does not matter if the subject of the commentary is a single article of the CISG or the entire Convention. In general, to truly understand any article of the CISG, one needs a good understanding of all of its articles; one who masters the interpretation of one article in the context of the entire Convention is well on the way to mastering the entire Convention.

b. National reports

There are many national reports on the CISG -- usually one for each country that has considered the CISG. The following are among the national reports the Pace Institute has recommended as CISG primers:

Canada: Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods [109]

New Zealand: The United Nations Convention on Contracts for the International Sale of Goods: New Zealand's Proposed Acceptance [110]

United States: Message from the President of the United States Transmitting the United Nations Convention on Contracts for the International Sale of Goods to the Senate of the United States [111] [page 172]

c. Other material

1. The Guide to Practical Application of the United Nations Convention on Contracts for the International Sale of Goods also contains a primer on the CISG that might be considered. Designed for persons without extensive knowledge of the CISG, this pilot to the CISG commences with an Executive Summary and Checklist prepared with the help of Axel H. Baum, Managing Partner of the Paris office of Hughes, Hubbard & Reed.[112] It also contains adaptations of customary contract clauses persons may wish to consider when their contracts are governed by the CISG.

2. The Secretariat Commentary

Unlike the UCC, there is no official commentary on the CISG. However, the UNCITRAL Secretariat prepared a commentary as an aid to the delegates to the 1980 Vienna Diplomatic Conference on the CISG.[113] This commentary summarizes relevant conclusions derived from the legislative history of the Convention prior to the Vienna Conference. As an official document prepared pursuant to a resolution of the United Nations General Assembly, the Secretariat Commentary is the closest available counterpart to an official commentary on the CISG. The commentary was used extensively by the delegates to the Vienna Conference as a guide to the meaning of the 1978 Draft provisions they considered and, as to eighty-five percent of them, approved substantially as written. Like the CISG, the Secretariat Commentary is not designed to favor legal interpretations prevalent in any one legal system. Because of its credentials, when the Secretariat Commentary fits the Official Text as well as the 1978 Draft, it is perhaps the most persuasive citation one can present in any of the many nations in which proceedings may be held. [page 173]

3. Basic Texts on the CISG

The shelves of every English-language library on the CISG should contain:

John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention [114]

Peter Schlechtriem, Uniform Sales Law. [115]

A helpful English-language text on the legislative history of the CISG is:

John O. Honnold, Documentary History of the Uniform Law for International Sales [116]

Listed alphabetically are other good English-language texts I cite and quote from extensively in my Guide to Practical Application of the United Nations Convention on Contracts for the International Sale of Goods: [117]

Commentary on the International Sales Law, C.M. Bianca & M.J. Bonell eds.[118]

International Sale of Goods, Peter Sarcevic & Paul Volken eds.[119]

International Sales: The United Nations Convention on Contracts for the International Sale of Goods, Nina M.Galston & Hans Smit eds.[120]

Fritz Enderlein & Dietrich Maskow, International Sales Law. [121]

Unilex is a good electronic text and an especially good source of CISG case law.[122]

As each of the above works is commercially copyrighted, their contents cannot be entered in the CISG W3 database. This database will, however, contain article-by-article indexes to subject coverage in the Honnold, Schlechtriem, Bianca & Bonell, Sarcevic & Volken, Galston & Smit, and Enderlein & Maskow texts. [page 174]

There is also much good law journal material on the CISG. For scholars and others who wish to publish law review articles on the CISG, the Cornell journal and the Journal of Law and Commerce of the University of Pittsburgh School of Law are good reviews to consider.[123]

B. New Publications

1. The UNCITRAL Thesaurus

The UNCITRAL thesaurus is a classification scheme, prepared for UNCITRAL in 1995 by Professor John 0. Honnold, working in conjunction with Professor Michael Joachim Bonell and Ambassador Mahmoud Soliman.[124] An excerpt from this classification scheme (without its coding numbers) is presented below. The excerpt deals with Article 39, a notice provision of the CISG. A notice provision is selected for this illustration because over twenty percent of the cases under the 1964 Hague Sales Convention (the antecedent to the CISG) turned on notice issues,[125] and there have already been thirty-six Article 39 decisions under the CISG. The treatment of Article 39 in the UNCITRAL thesaurus is:

Article 39, Requirement to Notify Seller of Lack of Conformity: Sanctions

Buyer Must Notify Seller Within Reasonable Time (Art. 39(1))
  • Specification of nature of non-conformity
     - Degree of specificity required
  • Within reasonable time (on dispatch of notice, see art. 27)
  • Exception in case of seller's knowledge (see art. 40).
  • Excuse for failure to comply with art. 39(1): see art. 44.

Cut-off Period of Two Years (Art. 39(2))

  • Starting point: actual handing over of goods
  • Effect of time-limit: buyer loses right to rely on non-conformity [page 175]
  • Guarantee period (art. 36(2)); seller's knowledge (art. 40)
  • Relationship to statutory limitation/prescription period
     - See UN Convention on the Limitation Period in the
        International Sale of Goods (1974) and Protocol (1980)
     - Independent effect of notice and limitation periods

Other Issues Concerning Notification

The UNCITRAL thesaurus was designed for recording, classifying, and retrieving decisions under the CISG. As a detailed breakdown of the subjects addressed in each provision of the CISG, it has broader utility: to professors and students as a lecture and learning aid, and to practitioners and jurists as a guide to the contents of each article of the CISG.

2. Professor Joseph Lookofsky's New Student Text

Until now, the United States has not had an exceptional student text on the CISG. Professor Joseph Lookofsky's Understanding the CISG in the USA is highly recommended.[126]

Professor Lookofsky identifies the challenge the CISG presents as follows:

"The United States was one of the first countries to ratify the Convention on Contracts for the International Sale of Goods, and on January 1, 1988 the Convention took effect as the law of the land. The age of internationalization and the global market is upon us, and the CISG sets the ground rules for international contracts of sale."

Yet the Convention remains unknown territory for most law students and lawyers in the USA. The subject has yet to find its rightful place in the JD curriculum, just as many practicing attorneys (and their clients) seem destined to meet the CISG (and its pitfalls) in court, with some surprise.[127]

Lookofsky's book is "a compact and informative Convention guide . . . [that] keep[s] things concrete and down to earth, close to the practical student's and practitioner's point of view."[128] [page 176]

3. Professor Michael R. Will's Contributions

No individual has done more to share knowledge on citations to scholarly writings and case law on the CISG than Professor Michael R.Will of the University of Geneva.[129] The fourth edition of his bibliography on the CISG became available in September 1995. It contains 200 pages of citations to scholarly articles on the CISG. The third edition of his collection of citations to CISG decisions was published in December 1995. It contains data on "222 or so" cases in which the CISG has been cited. As a scholar anxious to freely share his research on the CISG, Professor Will publishes these texts himself and does not charge for them.[130]

4. Professor Peter Schlechtriem's New Works

The leading US authority on the CISG has referred to Professor Peter Schlechtriem as Europe's foremost authority on the CISG.[131] I concur. The work of this scholar from Germany is especially important because, of the over 220 cases cited by Professor Will, the vast majority are European. Of these, almost half are German cases.

Professor Schlechtriem is President of the German Comparative Law Association. In 1995, he and his colleagues produced the second edition of a classic German text on the CISG, Kommentar zum Einheitlichen UN-Kautrecht. [132] It contains analyses by Klaus Bacher, Hans Hermann Eberstein, Günter Hager, Rolf Herber, Ulrich Huber, Werner Junge, Hans G. Leser, Peter Schlechtriem, Ingeborg Schwentzer, and Hans Stall. An English translation is scheduled for publication in 1996.[133] It will update the German language edition.

5. The English Edition of Dr. Burghard Piltz's Text

Also from Germany, Dr. Burghard Piltz is chair of the Executive Committee of the International Section of the German Lawyers' Association. His text, written to help practicing attorneys find their way through transactions governed by the CISG, is entitled Das UN Kaufrecht . . . praxisorientierter Darstellung [The CISG . . . from the viewpoint of a practitioner].[134] An updated English translation of his work is also being prepared. [page 177]

6. A New Text by Professor Franco Ferrari on the Sphere of Application of the CISG

Our understanding of the CISG benefits from analyses by persons from different legal cultures.[135] Professor Franco Ferrari is affiliated with the University of Bologna of Italy and the University of Tilburg of the Netherlands. He has published texts on the CISG in Europe and commentaries on it there and in the United States. His newest text, The Sphere of Application of the Vienna Sales Convention, [136] is relevant (Does the Convention apply? Can the Convention apply? These are normally the first questions asked when considering the CISG.); informative (Ferrari seeks to provide definitive answers to the above questions, identifying issues that might not have occurred to many of us.); user-friendly (easy to read, well outlined, and with a good index); concise (thirty-nine pages); annotated (sixty-four pages of endnotes); and current (October 1995).

C. The CISG World-Wide Web Database

Professor Peter Martin and Thomas Bruce of Cornell Law School, and Ralph Amissah, Lecturer in Law at the University of Tromsø of Norway, pioneered the concept of Internet access to CISG material.[137] The CISG W3 database of the Institute of International Commercial Law of the Pace University School of Law expands upon their electronic innovations. This database is being made available through the World-Wide Web to all with Internet access.

1. The Rationale for CISG W3

Professor Michael Joachim Bonell [138] cites Professor Honnold's assessment of US experience with the UCC and questions whether it is realistic to expect an international cross-fertilization of CISG case law comparable to the domestic cross-fertilization in the United States under the UCC. He states: [page 178]

"If . . . Honnold views the first twenty years of the Code's application as a success, in the sense that it has been interpreted uniformly throughout the country, this is due to two main reasons: to the existence in the Code itself of a provision inviting courts to take into account, in its interpretation, the need to "make uniform the law among the various jurisdictions" (1-102) [CISG Article 7(1) is similar]; and to the willingness of the state courts to consider not only their own precedents but also, at least to a degree, the decisions of the courts of other states.

"In the opinion of Professor Honnold, this augurs well for a similar open-minded and constructive attitude towards the Vienna Sales Convention, which . . . will be applied to international import or export contracts instead of the corresponding provisions of the UCC.

"Some skepticism may, however, be justified. With respect to the UCC, American judges have access to tried and tested reporting services from which they can instantly obtain a full and clear picture of the judicial precedent that has developed in the individual states in relation to a particular provision and/or question. So far as the Vienna Sales Convention is concerned, not only do similar sources of information still have to be created, but their consultation will cause greater problems, in view of the differences in language and style of decisions rendered in various parts of the world."[139]

The Internet and the World-Wide Web can help us respond to this concern. The prospect of the Internet and the Web providing such help is enhanced by the fact that our profession is awakening to the potential of electronic communication.[140] Much credit for this is due to the National Center for Automated Information Research (NCAIR) which has done much to popularize the use of computer technology by our profession.[141]

NCAIR provided the funds to create the CISG W3 database. The rationale for this database is that, since our profession is becoming familiar with electronic communication, the Internet and the World-Wide Web can be used to make instantly available to practitioners, jurists, and scholars the judicial precedents of all countries, in English translation and [page 179] original text, electronically catalogued, and globally linked to the mass of other data on the CISG. It costs the database producer less to maintain an electronic library, and database users save on the costs of accessing information. In addition, users can economically and efficiently collaborate on the database to reduce research time and improve the quality of research.

2. The Organization of the CISG W3 Database

The CISG W3 database is a consolidation of information obtained from many sources. It contains introductory material, cross-references, and data on the legislative history of the CISG and its case law and scholarly writings.

a. Introductory material

The introduction to the CISG W3 database contains the text of the CISG and a roster of the participating countries identifying effective dates and declarations or reservations. It will also contain primers on the CISG useful to persons not familiar with this uniform international sales code.

b. Cross-reference analyses

Each CISG article must be considered in the context of the entire CISG and in relation to other CISG articles. The CISG W3 database will accompany the text of each article with cross-references and an editorial analysis. The analysis will relate the article to other CISG articles and, where appropriate, to material external to the CISG. This is often necessary because the CISG does not purport to address all issues associated with international sales transactions.

The editorial analyses are being prepared for the CISG W3 database by José Maria Abascal, Julio Baez, Vivian G. Curran, Fritz Enderlein, Franco Ferrari, Harry M. Flechtner, Marcel Fontaine, Robert A. Hillman, Hans van Houtte, Richard Hyland, Alejandro M. Garro, Pilar Perales, Jan Ramberg, Joseph Lookofsky, Peter Schlechtriem, Eric C. Schneider, [page 180] Joseph J. Schwerha, Michael R. Will, Claude Witz, Alberta Zuppi, and by the author. Others who have written on the CISG are being invited to join this endeavor. When completed, these analyses will be published in two media: on the Internet with the CISG W3 database and in a printed volume published by Kluwer Law International.

c. Legislative history

The legislative history of the CISG can be difficult to access. The CISG W3 response is an electronic "road map" to the legislative history of the CISG that identifies paths, priorities, and obstacles to CISG interpretation and application. The "roadmap" contains hypertext links from the CISG text to the text of the Secretariat Commentary and other relevant data. The database also compares CISG articles with counterpart provisions of antecedent uniform laws, to help determine when ULIS/ULF case law and other precedents may be relevant to CISG interpretation.

d. Case law

The case law segment of the CISG W3 database is being designed to include:

1. Case citations. This segment of the database includes an Internet edition of Michael R. Will's case citation compendium that will be hypertext linked to an electronic search engine to facilitate access to case citations based on the contents of each case.

2. Case classifications. The database will draw upon the UNCITRAL thesaurus classification system.[142] This thesaurus will be presented as a classification "tree" with the "branches" case-annotated. Topics and sub-topics will be annotated with citations to relevant CISG and ULIS/ULF cases. The CISG W3 annotations are to be derived from UNCITRAL, from the Will case citation compendium, and from case abstracts, texts, and commentaries. [page 181]

3. Case abstracts. The database will include abstracts of CISG cases as well as selected ULIS/ULF cases. The abstracts will be derived from CISG case abstracts prepared by UNCITRAL for its CLOUT program,[143] case digests prepared by UNIDROIT (primarily ULIS/ULF cases),[144] and case abstracts prepared specifically for the CISG database.

4. Case texts. The database will contain texts of cases from English-speaking jurisdictions and English translations of important opinions in other languages. At this stage of its development, the database will not contain original, untranslated texts of foreign decisions. However, a mechanism is contemplated whereby persons may obtain from Pace Law School, by fax or mail, copies of original untranslated texts of such decisions.

Quality control is an important part of the case translation methodology. Each case is first translated into English by research assistants with the requisite linguistic expertise. The research assistants are from U.S. and overseas law schools. Next, the translation is edited by a person with expertise in the CISG, normally the Executive Secretary of the Pace Institute. Finally, the translation is reviewed by an authority with expertise in the original language, in English, and in the CISG. No case translation is released for publication until it has the endorsement of this final authority.

5. Case commentaries. The database will contain case notes and commentaries on significant cases. The notes and commentaries will be either existing works incorporated into the database or prepared specially for this database by CISG scholars.

e. Scholarly writings

1. Citations to scholarly writings. "Uniformity in its application" is a goal of the CISG.[145] We do not have and will not have a "World Supreme Court" to unify interpretations of the [page 182] CISG. However, commentaries that build upon and clarify the logic expressed in prior interpretations can help unify interpretations of the CISG. Access to interpretations of the CISG from all countries is therefore especially important.

UNCITRAL has for many years published citations to scholarly writings on the CISG.[146] Professor Peter Schlechtriem and his colleagues who prepared the Kommentar zum Einheitlichen Kaufrecht, published in early 1995, cite over 1000 scholarly writings.[147] Many additional citations to scholarly writings on the CISG are contained in the subsequently published works of another CISG W3 database colleague, Professor Michael R. Will.[148] The CISG W3 database consolidates this and other material. English translations of the titles of all cited articles will be provided. The database will also feature an electronic search engine to help identify contents by subject. This search engine will not, however, be available until completion of multi-lingual key-word descriptors.

A companion element and segment of the database, entitled CISG Words and Phrases Annotated, is being produced under the leadership of Professor Franco Ferrari. This segment of the database will also be made available as a printed publication.

2. Texts of scholarly writings. The CISG W3 database will, in addition, contain the full texts of many published commentaries on the CISG. Authorizations have been received from the following journals: The American Journal of Comparative Law, The Canadian Business Law Journal, Columbia Journal of Transnational Law, Connecticut Bar Journal, Dickinson Journal of International Law, European Transport Law, Fordham Law Review, Georgia Law Review, George Washington Journal of International Law and Economics, Harvard Law Review, The International Tax Journal, The Journal of Air Law and Commerce, Journal of International [page 183] Arbitration, Journal of International Business Law, Journal of Law & Commerce, Journal of Maritime Law & Commerce, Juridiska Föreningens Tidskrift, North Carolina Journal of International & Commercial Regulation, New York Law Journal, Norstedts Förkag, Ohio State Law Journal, Transnational Law & Contemporary Problems, University of Pittsburgh Law Review, Vanderbilt Journal of Transnational Law, and The Yale Journal of International Law. The database will eventually be expanded to include additional law journal material on the CISG, as well as masters and doctoral theses on the CISG.[149]

f. Access to the CISG W3 database.

Alternative Internet access codes for the CISG W3 database are:

<http://cisgw3.law.pace.edu>
<http://www.cisg.law.pace.edu>

g. A caveat

The foundation of CISG W3 has been laid. Work is underway to complete this database. However, only segments of the contents of the CISG W3 database are currently available.

h. A guest register

CISG W3 contains a "guest register." Persons who sign this register by entering their e-mail address or other address will automatically be apprised of additions to the database. The intent is to have the CISG W3 database function as a bank with both withdrawals and deposits of information. [page 184]

VI. PARTICIPATING IN THE INTERPRETATION OF THE CISG: AN INVITATION

The concept of collaboration on a database such as this had its genesis in an electronic bulletin board devised by California attorney William Hilton for the Hague Child Abduction Convention (Hague CAC). While Hilton has considerable expertise with the Hague CAC, many attorneys whose clients come to them for counseling on the Hague CAC do not. Case law on the Hague CAC is difficult to access since the case law reporting services that most attorneys use do not cover the subject adequately. Hilton entered his collection of CAC cases on an electronic bulletin board. Other attorneys may draw on this material for help in connection with CAC cases on a quid pro quo basis. They are expected to apprise Hilton of the rulings in their Hague CAC cases and of other CAC rulings that come to their attention so that information on these cases can be entered on the electronic bulletin board. This system has proven to be a viable response to the need to share information on Hague CAC case law.

A. An Invitation to Attorneys and Law Students

Like Hilton at the outset of his endeavor, CISG W3 commences with a credible base of case citations -- the Will CISG case citation compendium. Like Hilton, CISG W3 invites interested persons to use this database and to apprise Pace Law School of CISG case citations known to them and not currently captured in the CISG W3 database,[150] so that new cases that come to their attention can be shared with the practitioners, jurists, and scholars for whom this database has been created.

CISG W3 also invites participation in its bibliography of scholarly writings and in the case translation and case commentary sections of the database. In particular, submissions of citations to scholarly writings on the CISG not yet captured in the CISG W3 bibliography are encouraged, as well as detailed case analyses or Kurzkommentars (brief case notes) by [page 185] practitioners, jurists, and academic personnel. All material received in response to this invitation will be edited and presented on the Internet in the CISG W3 database and shared with all interested persons.

B. An Invitation to Law Schools

There is much interest in the Internet on the part of law schools of all countries. Through collaboration, the World-Wide Web can be a dynamic medium for the CISG and for other laws. An element of the current design of the CISG W3 database that is less than satisfactory is its approach to original texts of CISG cases. The best approach would be an electronic presentation of the full text of all such cases in the language in which the opinions were handed down. A goal is to link the CISG W3 database with an Internet-interested law school in each country of the world, with participating law schools adding original-language case texts from their countries to the database. Such linkages are being established for Dutch, French, German and Italian case law. Other such linkages are invited. For Internet-interested law schools hesitant to participate because of a lack of Internet-trained technicians and/or the requisite electronic server and software, the Pace Institute extends the following invitation: participate at the outset by supplying the texts of your country's cases on word-processor disks. Pace will prepare this material for the Internet and present it on the World-Wide Web for you, and do it under your imprimatur, thus making your material more readily accessible to your country men and to persons of all countries. In the process, Pace will help train your personnel for eventual take-over of the Internet function at your school -- for this purpose and for other Internet purposes that may be under consideration at your school.[151] [page 186]

CONCLUSION

The CISG has been referred to as "the first truly international sales law to be accepted by broad segments of the international community of nations."[152] Indeed, the CISG is "the most significant piece of substantive contract legislation in effect at the international level."[153]

The Financial Times has hailed this sales code as "the biggest success so far achieved by inter-governmental attempts at unification of commercial laws."[154] It can be that, but it is not that today. The promise of the CISG is present; adequate understanding of its terms and objectives is not.

The CISG is a collegial undertaking adopted to help remove barriers to world trade. Collegial sharing of data on the CISG can help the world trade community achieve this goal. The CISG W3 database is a platform for such collaboration designed to make information on this uniform sales law more readily available. All who practice, rule upon, or study international commercial law are invited to link to and draw on this database, and to help expand and improve its contents. [page 187]


FOOTNOTES

* Albert H. Kritzer is Executive Secretary of the Institute of International Commercial Law of the Pace University School of Law. Mr. Kritzer is a practitioner who has served as the International Sales Counsel of General Electric Company. He is the author of the Guide to Practical Applications of the United Nations Convention on Contracts for the International Sale of Goods, published by Kluwer Law International.

1. United Nations Convention on Contracts for the International Sale of Goods, United Nations Conference for the International Sale of Goods, at 178, U.N. Doc. A/CONF.97/18, Annex I (1981) (opened for signature Apr. 11, 1980) [hereinafter CISG or Convention].

2. Peter H. Pfund, Prospects for Adoption in the United States, in International Sales: The United Nations Convention on Contracts for the International Sale of Goods, 10-1, 10-2 to 10-3 (Nina M. Galston & Hans Smit eds., 1984).

3. Delegates represented "22 Western, 11 Socialist and 29 'third world' countries." Gyula Eörsi, A Propos the 1980 Vienna Convention, 31 Am. J. Comp. L. 333, 335 n.5 (1983). Earlier work on the CISG was under the direction of the United Nations Commission on International Trade Law (UNCITRAL). Membership on this commission consisted of 36 states from the following regions: Africa, 9; Asia, 7; Eastern Europe, 5; Latin America, 6; Western Europe and Others, 9 ("Western Europe and Others" includes Australia, Canada, the United States, and New Zealand). John O. Honnold, Documentary History of the Uniform Law for International Sales 3 (1989).

4. A notable exception is the Convention on the Recognition and Enforcement of Foreign Arbitral Awards. United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, June 10, 1958, 330 U.N.T.S. 38 [hereinafter NY Arbitration Convention]. The ratification pace of the CISG has exceeded that of the NY Arbitration Convention. During their first eight years, the NY Arbitration Convention entered into effect in 34 countries and the CISG entered into effect in 39 countries. The NY Arbitration Convention is presently subscribed to by over 100 states. Treaty Section, United Nations, Status of Conventions (Feb. 13, 1995) (Correspondence, on file with author).

5. Pfund, supra note 2, at 10-2.

6. For country and regional data on international trade, see 1992 Int'l Trade Stat. Y.B., U.N. Doc. ST/ESA/STAT/SER.G/41.

7. Andre H. Friedman, The U.N. Convention on Contracts for the International Sale of Goods 20-21 (1988) (published as a nonconsecutively paginated pamphlet in 7 Digest of Commercial Laws of the World 20-21 (Lester Nelson ed., 1988)).

8. Gordon R. Dickson, The Final Encyclopedia 467-68 (Ace Science Fiction, 1985).

9. Jan Hellner, The U.N. Convention on International Sales of Goods -- An Outsider's View, in Jus Inter Nationes: Festschrift für Stefan Riesenfeld 71, 76 (Erik Jayme et al. eds., 1983).

10. The CISG can provide both parties with greater certainty. For advantages to the party from the developing cournty, see S.K. Date-Bah, The Convention on the International Sale of Goods from the Perspective of the Developing Countries, in La Vendita Internazionale 23, 38 (Franco Bonelli ed., 1981).

11. U.N. Convention followed in PRC Sale of Goods, China L. & Prac. Dec. 28, 1993, at 18-19. Canadian observers have noted similar benefits from the CISG when contracting with persons from developing countries. Jacob S. Ziegel, International Sales Convention: Some General Considerations, in Actes du colloque sur la vente internationale 55 (Louis Perret & Nicole Lacasse eds., 1989).

12. The Right Honorable The Lord Steyn of England elaborates:

"Frequently, our traders will be confronted with an irresistible demand by the other party that his law or the law of a neutral country must apply. The content of that foreign law may not always be easy to ascertain: in the case of developing countries the law may be skeletal in the extreme. These considerations are an impediment to the successful conclusion of the transaction. On the other hand, the Vienna Sales Convention has the badge of neutrality and tends to facilitate the conclusion of transnational transactions. There is another aspect of the problems presently confronting our traders which is worth considering. A prudent trader faced with a demand to contract subject to a foreign law will often take advice on the legal risks involved. Taking advice on foreign law systems is time consuming: the transaction may be lost before the advice is received. Moreover, the taking of advice on foreign law is a costly business. The Convention therefore tends to reduce the costs of business transactions. . . ."

"It is also necessary to consider what happens if a dispute arises. If the contract is governed by a foreign law, it is often necessary to call expert witnesses to prove the relevant foreign law. . . . The need to prove foreign law tends to delay the disposal of cases, and adds enormously to the cost of litigation. On the other hand if the Convention is ratified and the Convention rules apply, the court will not need expert evidence. And that will be so even if a party wishes to refer to decisions of foreign courts as persuasive authority on the interpretation of the Convention." Johan Steyn, The Vienna Convention on the Sale of Goods: A Kind of Esperanto?, in 2 The Frontiers of Liability 11, 17 (Peter Birks ed., 1994).

13. "[L]es juges et avocats . . . n'aient pas encore suffisamment pris conscience de ce que les contrats dont ils ont à connaître sont régis par la Convention de Vienne." Claude Witz, La Convention de Vienne sur la vente internationale de marchandises à l'épreuve de la jurisprudence naissante, 1995 Recueil Dalloz Sirey 143, 144 (1995).

14. CISG, supra note 1, art. 7(1).

15. Peter Schlechtriem, Uniform Sales Law -- The Experience with Uniform Sales Laws in the Federal Republic of Germany, 3 Juridisk Tidskrift 1, 16 (1991-92).

16. CISG, supra note 1.

17. Peter Schlechtriem, Vienna Sales Convention 1980 -- Developed Countries Perspectives, in Current Developments in International Transfers of Goods and Services 103 (L. Rao Penna ed., 1994).

18. CISG, supra note 1, art. 1(1)(a).

19. John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention 134 (2d ed. 1991).

20. Id; Fritz Enderlein & Dietrich Maskow, International Sales Law: United Nations Convention on Contracts for the International Sale of Goods 51 (1992). Bernard Audit writes:

"Some jurisdictions . . . require that the law chosen by the parties have a 'reasonable link' with the transaction. The 'reasonable link' requirement does not necessarily prohibit the party selection of Convention rules. A physical link may exist between the transaction and a Contracting State even if this contact is not sufficient to make the Convention applicable by virtue of article 1. Examples are: the delivery of the goods in a Contracting State even though neither party has a place of business in that State; or one party having its place of business in a Contracting State while the other does not, e.g., the seller in the United States and the buyer in [Brazil]. Where there is no physical contact, the 'reasonable link' requirement still could be satisfied. The selection of Convention rules in such circumstances is not tantamount to choosing the law of some remote country. The rules of the Convention have been devised specifically for international sales, and they are in force in a great number of states. Even if a given national court balks at the application of a non-national law, it will normally look for an applicable domestic law designated by traditional conflicts principles; as long as Convention rules do not run afoul of that law's mandatory principles, they should be given effect." Bernard Audit, The Vienna Sales Convention and the Lex Mercatoria, in Lex Mercatoria and Arbitration 139, 143-44 (Thomas E. Carbonneau ed., 1990).

In addition,

"A similar situation could prevail even in those situations where the Convention is not applicable because of the nature of the sale involved. Most of the sales contemplated in article 2 were excluded because they generally are regulated by mandatory domestic rules. In the event that the parties designate the Convention applicable to such a sale, it might apply in the interstices of the mandatory rules. In the case of consumer contracts (excluded under article 2(a)), however, one also might take the position that the Convention should not be allowed to come into play at all -- in order to discourage sellers from 'trying their luck' with the Convention at the consumer's expense." Id. at 144 n.12.

21. CISG, supra note 1, art. 1(1)(b).

22. See, e.g., Final Award in Case No. 5713 of 1989, 15 Y.B. Com. Arb. 70 (1990) (officially unpublished). Commentators have described the implications of this arbitral award:

"ICC Award No. 5713 has dual lessons in regard to the Sales Convention. First, where a contract providing for arbitration fails to contain a substantive choice of law clause, the international nature of a transaction may be enough in itself to lead arbitrators to the rules of the Convention, even if CISG technically does not apply to the contract. Second, where the choice of law rules applied by arbitrators to determine the applicable substantive rules include reference to 'usages of trade,' the provisions of the Convention may be applied, not as controlling substantive law, but rather as the best available evidence of international usage of trade in sale of goods transactions. Either lesson is a natural and logical conclusion for arbitrators faced with a transnational transaction gone bad. The two taken together indicate possibilities for dramatic expansion of the application of the Convention's rules. . . ." Ronald A. Brand & Harry M. Flechtner, Arbitration and Contract Formation in International Trade: First Interpretations of the UN Sales Convention, 12 J.L. & Com. 239, 258-59 (1993).

Audit states that "whether selected by contract or invoked by the arbitrators, Convention rules represent an expression of general practice in international sales." Audit, supra note 20, at 144. He adds, "Moreover, many rules of the Convention, notably the whole of Part II on formation of contract, are not specific to the contract of sale. Therefore they could inspire arbitrators in a number of situations." Id. at 144 n.14. In a similar vein, the tribunal in ICC Arbitration Case No. 7153 refers to the provisions of the Convention as generally characteristic of sales in all judicial systems. Sentence rendue dans l'affaire nº 7153 en 1992 [ICC Arbitration Case No. 7153], 1992 Journal du Droit International [J. Dr. Int'l] 1006, 1008 (Fr.) ("généralement caractéristiques de la vente dans tous les systèmes juridiques"). Spanogle explains that arbitrators may regard the CISG as "the preferable basis for any lex mercatoria" because it "has been drafted by UNCITRAL, a United Nations Commission whose deliberations are open to all Member States, adopted by a widely-attended diplomatic conference, and ratified or acceded to by over thirty States." John A. Spanogle, The Arrival of International Private Law, 25 Geo. Wash. J. Int'l L. & Econ. 477, 490 (1991) (citations omitted).

23. Schlechtriem, supra note 17, at 114. Another reason to become familiar with the CISG is its influence on domestic sales codes. Schlechtriem notes that:

"In addition to its direct reception through ratification of the CISG, the Uniform Sales Law has had a relatively strong influence on the development of domestic law. For example, the Scandinavian countries relied extensively on the Uniform Sales Law when they codified their sales laws in the 1980s. Likewise, the law of obligations and property in the new Dutch Burgerlijk Wetboek is strongly influenced by the Uniform Sales Law. The proposals of the German Commission for the Reform of the Law of Obligations, which were presented in autumn 1991, reveal a similarly strong influence of the Uniform Sales Law, for example, in the rules concerning the avoidance of contracts because of a breach of obligation." Peter Schlechtriem, Some Observations on the United Nations Convention on Contracts for the International Sale of Goods, 2 The Frontiers of Liability 29, 31 (Peter Birks ed., 1994) (citations omitted).

Schlechtriem adds:

"This sort of influence confirms and reinforces the role of Uniform Sales Law as a kind of lingua franca among lawyers with different training and traditions. It could become, therefore, a model for the development and transformation of domestic contract laws and may bring about legal harmonization extending beyond the field of international goods traffic." Id.

24. Joseph Lookofsky, Understanding the CISG in the USA 16 (1995) (discussing sentence finale rendue dans l'affaire nº 6653 en 1993 [ICC Arbitration No. 7153], 1993 J. Dr. Int'l 1040).

25. CISG, supra note 1, art. 4.

26. Id.

27. Id. art. 5.

28. Id. art. 1(1).

29. Id. art. 2.

30. Id. art. 3.

31. Id. art. 7(1).

32. Air France v. Saks, 470 U.S. 392, 404 (1985) (defining the term "accident" as used in the Warsaw Convention) (citations omitted).

33. Proposed United Nations Convention on Contracts for the International Sale of Goods: Hearings on S. Treaty Doc. No. 98-9 Before the Senate Comm. on Foreign Relations, 98th Cong. 2d Sess., 18, 22 (1984) (statement of John O. Honnold), Bonell elaborates:

"The most effective means of ensuring uniformity in the application of the Convention consists in having regard to the way in which it is interpreted in other countries. A particular question of interpretation may already have been brought to the attention of foreign courts or examined in detail by scholarly writings. A judge or arbitrator faced with the same issue should . . . take into consideration the solutions so far elaborated in other Contracting States." Michael Joachim Bonell, Article 7, in Commentary on the International Sales Law 91, 91 (M.J. Bonell & C.M. Bianca eds., 1987).

34. As of September 1995.

35. Case Law On UNCITRAL Texts (CLOUT) is a system for collecting and disseminating information on court decisions and arbitral awards relating to conventions and model laws promulgated by UNCITRAL. CLOUT's purpose is to promote international awareness of the legal texts formulated by UNICITRAL and to facilitate their uniform interpretation and application. The CLOUT system is explained in United Nations Commission on International Trade Law, Case Law on UNCITRAL Texts (CLOUT): User Guide, UN Doc. A/CN.9/SER.C/GUIDE/1 (1993) (available from the UNCITRAL Secretariat, P.O. Box 500, Vienna International Centre, A-1400 Vienna, Austria. Fax (43-1) 21345-5813) [hereinafter CLOUT User Guide]. The document numbers for CLOUT abstracts of CISG cases are UN Doc. A/CN./9/SER.C/ABSTRACTS/1 (May 17, 1993) (eight CISG case abstracts); UN Doc. A/CN./9/SER.C/ABSTRACTS/2 (Nov. 4, 1993) (six CISG case abstracts); UN Doc. A/CN./9/SER.C/ABSTRACTS/3 (May 24, 1994) (eight CISG case abstracts); UN Doc. A/CN./9/SER.C/ABSTRACTS/4 (Aug. 30, 1994) (four CISG case abstracts); UN Doc. A/CN./9/SER.C/ABSTRACTS/5 (Oct. 14, 1994) (no CISG case abstracts); UN Doc. A/CN./9/SER.C/ABSTRACTS/6 (Apr. 10, 1995) (eight CISG case abstracts) [hereinafter CLOUT Abstract 6]; UN Doc. A/CN./9/SER.C/ABSTRACTS/7 (July 12, 1995) (eleven CISG case abstracts); UN Doc. A/CN./9/SER.C/ABSTRACTS/8 (December 21, 1995) (six CISG case abstracts). These abstracts are available from the Secretariat at no charge:

"The abstracts are intended . . . to provide sufficient information to enable readers to decide whether it is worthwhile to obtain and examine the complete decision or arbitral award that is the subject of the abstract. They will usually be no longer than one-half of a page. . . . Exceptions may be made where a decision or award is particularly complex or deals with several provisions of the [CISG]. In view of the necessity for brevity, the substantive part of the abstract will ordinarily not be a complete summary of the full decision or award, but should suffice as a 'pointer' to the specific issues concerning the application and interpretation of the [CISG] in a given decision or arbitral award." CLOUT User Guide, supra, at 5.

UNCITRAL has also commenced entering CLOUT abstracts on the Internet. As of March 1996, the first six CISG abstracts have been so entered. UNCITRAL's website address is: <http://www.un.or.at/uncitral>

36. Unilex is an electronic database marketed by Transnational Publications, located in Irvington, New York. It is produced by, among others, Professor Michael Joachim Bonell of La Sapienza University of Rome.

37. Michael R. Will, International Sales Law under CISG: The First 222 or So Decisions (3rd ed. 1995).

38. Seven ICC arbitral awards are presented in Extracts from ICC Awards on the Application of International Conventions, Int'l Chamber Com. Bull., Nov. 1995, at 60-76.

38a. This material is contained in the newly introduced Rabel Website Project of the Institute of Foreign and International Law (Dept. 1) of the University of Freiburg, Germany. The website address is: <http://www.jura.uni-freiburg.de/ipr1/cisg>

39. Will, supra note 37.

40. Id.

41. Conventions on International Sale of Goods and Formation of Contracts for International Sale of Goods, Convention Relating to Uniform Law on the Formation of Contracts for the International Sale of Goods, opened for signature July 1, 1964, 3 I.L.M. 854, 864 [hereinafter ULF].

42. Conventions on International Sale of Goods and Formation of Contracts for International Sale of Goods, Convention Relating to a Uniform Law on the International Sale of Goods, opened for signature July 1, 1964, 3 I.L.M. 854, 855 [hereinafter ULIS].

43. F.A. Mann, Uniform Statutes in English Law, 99 L.Q. Rev. 376, 383 (1983). For a similar point of view by a civil law authority, see Frans J.A. Van der Velden, Indications of the Interpretation by Dutch Courts of the United Nations Convention on Contracts for the International Sale of Goods 1980, in Netherlands Reports to the Twelfth International Congress of Comparative Law 21, 33-34 (P.H.M. Gerver et al. eds., 1987).

44. 5 UNCITRAL Y.B. 44, U.N. Doc. A/CN.9/SER.A/1974 (1974).

45. 6 UNCITRAL Y.B. 62, 107, 113, U.N. Doc. A/CN.9/SER.A/1975 (1975). 8 UNCITRAL Y.B. 59, U.N. Doc. A/CN.9/SER.A/1978 (1978). United Nations, United Nations Conference on Contracts for the International Sale of Goods 131-32, U.N. Doc. A/CONF.97/19 (1981) [summary of Article 74 deliberations] [hereinafter United Nations Conference].

46. Commenting on "reasonableness" as a general principle of the CISG, Van der Velden cites Judgment of Jan. 1, 1976, Gerechtshof Amsterdam, 1978 Schip en Schade [S&S] 79. The issue before the court was the reasonableness of the period of time set for payment according to ULIS Article 62(2). The court stated, "The Uniform Law on International Sales . . . uses in its Articles 10, 11, 13, 22, 26(1), 26(4), 37, 42(2), 61(2), 66(2), 74, 88 and 91 the words 'reasonable', 'unreasonable,' and 'reasonably'; 'reasonableness' is therefore one of the general principles" of ULIS. Van der Velden, supra note 43, at 44 n.42 (citations omitted). An English translation of the text of this decision will be included in the CISG W3 database, courtesy of Professor Harm-Jan de Kluiver.

47. Judgment of Apr. 29, 1982, OLG Hamm, 1983 Praxis des Internationalen Privat-und Verfahrensrechts [IPRax] 231. This case is discussed in Peter Schlechtriem, The Seller's Obligation Under the United Nations Convention on Contracts for the International Sale of Goods, in International Sales: The United Nations Convention for the International Sale of Goods 6-1, 6-6 (Nina M. Galston & Hans Smit eds., 1984). See also Adras Ltd. v. Harlow & Jones GmbH, 42 Piskei-Din Shel Beth Din Ha' Elyon L'Israel [P.D.] 221 (1988) (Isr. Sup. Ct.), discussed in Daniel Friedmann, Restitution of Profits Gained by Party in Breach of Contract, 104 L.Q. Rev. 383 (1988). Adras stands for the proposition that, in a contract governed by the Uniform Law, an action for unjust enrichment may lie outside the uniform law.

48. Peter Schlechtriem & Ulrich Magnus, Internationale Rechtsprechung zu EKG und EAG (1987).

49. "Israel has two sales laws: a code of domestic sales (The Sale Law 5728-1968); and a code for international sales which is made up of Sale (International Sale of Goods) Law 5731-1971 and the Sale (Formation of Contracts for International Sale of Goods) Law 5738-1978, the first of which is an embodiment of the Uniform Law on the International Sale of Goods (ULIS), the latter of the Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF). . . . The Israeli Domestic Sale Law was designed in the same format as ULIS." Michael Fox, Country Handbook on Israel, in International Contract Manual: Country Handbooks, Supp. 7, at 11-12 (Albert H. Kritzer, ed., 1992).

This incorporation of ULIS concepts in Israeli domestic as well as international sales law has a parallel under the CISG. In Norway, the CISG and domestic sales law have combined as one sales code for domestic and international sales. See Thor Thingbø, The United Nations Convention on Contracts for the International Sale of Goods (1980) and Norway's Ratification Process, 33 Lex Mundi World Rep., Supp. No. 30, Dec. 1993. Still other domestic law interpretations of CISG concepts will be forthcoming in jurisdictions that have patterned new domestic sales codes after the CISG, or used the CISG as a gauge against which to measure provisions of new domestic sales codes. See supra note 23.

50. Honnold, supra note 19, at 504 n.4.

51. See, e.g., Claude Witz, Les Premières applications jurisprudentielles due droit uniforme de la vente internationale (Convention des Nations Unies du 11 avril 1980) 90-91 (1995) (questioning the severity of rulings on CISG notice provisions, which seem to have been premised on what he terms the questionable similarity between CISG and ULIS Articles 38 and 39). This text contains an excellent review of reported CISG case law. For persons who do not read French, a good English-language digest of its contents may be found in the review of this text by Vivian G. Curran in 15 J.L. & Com. 175-199 (1996).

52. Honnold, supra note 3, at vii.

53. Id. This text is highly recommended. See Albert H. Kritzer, Honnold, Documentary History of the Uniform Law for International Sales (Kluwer 1989), 22 Cornell Int'l L.J. 59 (1989) (book review); John P. McMahon, Book Review, 21 J. Mar. L. & Com. 305 (1990).

54. Lookofsky, supra note 24, at 17.

55. Id. at 17 n.44.

56. Id. at 17.

57. The sole exception is Norway, where the CISG and its domestic sales code are consolidated.

58. Final Award in Case No. 6076 of 1989, 15 Y.B. Com. Arb. 83, 86-87 (1990) (officially unpublished).

59. Id. at 85. The tribunal cites a number of scholars:

"Doelle, H., Kommentar zum Einheitlichen Kaufrecht (München, C.H. Beck, 1976) 21; Van der Velden, F.I.A., De eenvormige koopwet van 1964 (Deventer, Kluwer, 1979) 26; Paul van Hooghten, 'Overzicht van de Belgische Rechtspraak in verband met het Verdrag houdende een Eenvormige wet inzake de internationale koop van roerende lichamelijke zaken, ondertekend te Den Haag, op 1 juli 1964,' Revue de Droit Commercial Belge (T.B.H.) 1988, 168-177; Jean-Pierre Plantard, 'Un nouveau droit uniforme de la vente internationale: la convention des Nations Unies du 11 avril 1980,' Journal du droit international, 1988, N° 2, 321. . . ." Id.

60. László Réczei, The Rules of the Convention Relating to its Field of Application and to its Interpretation, in Problems of Unification of International Sales Law 53, 57 (1980) (working paper submitted to the Colloquium of the International Association of Legal Science, Potsdam, August 1979) (citations omitted).

61. See Judgment of Feb. 22, 1994, OLG Köln, 1994 Recht der Internationalen Wirtschaft [RIW] 972; Judgment of Sept. 17, 1993, OLG Koblenz, 1993 RIW 934; Judgment of Jan. 8, 1993, OLG Düsseldorf, 1993 IPRax 412.

62. These U.S. decisions cited the CISG: Promaulayko v. Amtorg Trading Corp., 540 A.2d 893, 897 n.2 (N.J. Super. Ct. App. Div. 1988), rev'd on other grounds, 562 A.2d 202 (N.J. 1989); Orbisphere Corp. v. U.S., 13 Ct. Int'l Trade 866, 882 n.7 (1989); Interag Co. Ltd. v. Stafford Phase Corp., 1990 U.S. Dist. LEXIS 6134, at 11-12 (S.D.N.Y. May 22, 1990); Filanto, S.p.A. v. Chilewich Int'l Corp., 789 F.Supp. 1229 (S.D.N.Y. 1992), appeal dismissed, 984 F.2d 58 (2d Cir. 1993); Beijing Metals & Minerals Import/Export Corp. v. Am. Business Ctr., Inc., 993 F.2d 1178 (5th Cir. 1993); S.V. Braun, Inc. v. Alitalia-Linee Aeree Italiane, S.p.A., 1994 U.S. Dist. LEXIS 4114 (S.D.N.Y. Apr. 6, 1994); Delchi Carrier, S.p.A. v. Rotorex Corp., 1994 U.S. Dist. LEXIS 12820 (N.D.N.Y. Sept. 7, 1994); Graves Import Co., Ltd. v. Chilewich Int'l Corp., 1994 U.S. Dist. LEXIS 13393 (S.D.N.Y. Sept. 21, 1994); GPL Treatment, Ltd. v. Louisiana-Pacific Corp., 894 P.2d 470 (Or. App. 1995). Braun and Graves are the only of the above cases that contain interpretations of the CISG that are not commented on in this article. For a commentary on Braun, see Harry M. Flechtner, More U.S. Decisions on the U.N. Sales Convention: Scope, Parol Evidence, "Validity" and Reduction of Price Under Article 50, 14 J.L. & Com. 153, 169 (1995). For an abstract of Graves, see CLOUT Abstract 6, supra note 35, at 6.

63. Filanto, S.p.A. v. Chilewich Int'l Corp., 789 F. Supp. 1229 (S.D.N.Y. 1992).

64. Kimberly Taylor, The Future of the United Nations Convention on Contracts for the International Sale of Goods: Case Studies for Judges and Practitioners 17 n.91 (1994) (on file at the Pace Institute of International Commercial Law).

65. Filanto, 789 F. Supp. at 1238.

66. Id. at 1237 (citing Graham R. Taylor & Maria L. Crisera, UN Pact Has Wide Application, Nat. L.J., Dec. 23, 1991, at 23).

67. Id. at 1240.

68. For English-language literature on the subject of the Filanto dispute, see Enderlein & Maskow, supra note 20, at 91; E.A. Farnsworth, Article 18, in Commentary on the International Sales Law 163 (C.M. Bianca & M.J. Bonell eds., 1987); Honnold, supra note 19, at 218; Peter Schlechtriem, Uniform Sales Law 54 (1986); United Nations Conference, supra note 45, at 3, 25; Kazuaki Sono, Formation of International Contracts under the Vienna Convention: A Shift Above the Comparative Law, in International Sale of Goods 111, 121-24 (Peter Šarcevic & Paul Volken eds., 1986). Similar scholarly analyses are available for every article of the CISG.

69. Enderlein & Maskow, supra note 20, at 82. See also Farnsworth, supra note 68, at 163-64. For further information on the interpretation of CISG Article 18, see International Sale of Goods, 8 UNCITRAL Y.B. 73, U.N. Doc. A/CN.9/SER.A/1977 (1977); International Sale of Goods, 9 UNCITRAL Y.B. 61, U.N. Doc. A/CN.9/SER.A/1978 (1978); Honnold, supra note 3. Legislative history for every article of the Convention is available.

70. Beijing Metals & Minerals Import/Export Corp. v. Am. Business Ctr., Inc., 993 F.2d 1178, 1183 (5th Cir. 1993).

71. Taylor, supra note 64, at 25.

72. Id.

73. Beijing Metals, 993 F.2d at 1183.

74. Steven Richman, Into the Breach: An Overview of the American Experience with the United Nations Convention on Contracts for the International Sale of Goods, Int'l L. & Org. Sec. Newsl., Mar. 1995, at 15, 17 (N.J. Bar Ass'n).

75. Flechtner, supra note 62, at 165.

76. GPL Treatment, Ltd. v. Louisiana-Pacific Corp., 133 Or. App. 633, 894 P.2d 470 (Or. Ct. App. 1995).

77. GPL Treatment, 133 Or. App. at 646 n.4, 894 P.2d at 477 n.4 (Leeson, J., dissenting).

78. Delchi Carrier, S.p.A. v. Rotorex Corp., No. 88-CV-1078, 1994 U.S. Dist. LEXIS 12820 (N.D.N.Y. Sept. 7, 1994).

79. Eric C. Schneider, Consequential Damages in the International Sale of Goods: Analysis of Two Decisions, 16 J. Int'l Bus. L. 666, 668. (1996)

80. Stewart F. Hancock, Jr., A Uniform Commercial Code for International Sales? We Have It Now, N.Y. St. B.J. 20, 22 (Jan. 1995) (citations omitted). Another factor that may bear on the level of inattention to the CISG is the fact that at the time this uniform code became the law of our land only ten other countries had subscribed to it. Broad subscription to the CISG came about gradually, by a process of accretion -- one nation one month, another nation another month, one nation one year, another nation another year, and so forth. In a situation such as this, it is understandable that there can be inadequate recognition of the fact that, as documented in note 6, supra, the CISG is today the uniform international sales law of countries that account for over two-thirds of all world trade.

81. Schlechtriem, supra note 17, at 109. We already have records of over 100 German cases on the CISG. See the CISG W3 database.

82. See supra note 32 and accompanying text.

83. UCC § 1-102(1) states: "This Act shall be liberally construed and applied to promote its underlying purposes and policies." Professors White and Summers note:

"The comment to 1-102 also includes a further rule of construction, namely that Code provisions be extended by analogy when their rationale justifies this. In a variety of cases, the courts have extended Code sections by analogy and courts appear in fact to be abandoning the doctrine that statutes are always to be narrowly construed." 1 James J. White & Robert S. Summers, Uniform Commercial Code 18 (prac. ed. 1988) (citations omitted).

UCC § 1-103 contains a traditional common law rule of interpretation: "Unless displaced by the particular provisions of this Act, the principles of law and equity, including the law merchant . . . shall supplement its provisions."

84. The CISG leans toward the civil law tradition of reasoning by internal analogy to a greater extent than the UCC. CISG Article 7(2) states:

"Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law." CISG, supra note 1, art. 7(2).

Hellner summarizes the essence of this article as follows:

"Interpretation . . . should be autonomous, in the sense that it should not depend on principles and concepts derived from any national legal systems. In a similar spirit, [Article 7(2)] provides for gap-filing through analogy, which shall be given priority over the application of national rules. At the same time, through reference to rules of private international law which point to national legal systems, it is admitted that all questions cannot be settled by the method of analogy." Jan Hellner, Gap-filling by Analogy, in Studies in International Law: Festkrift Till Lars Hjerner 219, 220 (Jan Ramburg et al. eds., 1990).

85. See supra note 83.

86. See supra note 84.

87. For an analysis of similarities between the CISG and the UCC, see Message from the President of the United States Transmitting the United Nations Convention on Contracts for the International Sale of Goods, S. Treaty Doc. No. 98-9, 98th Cong., 1st Sess. (1983) [hereinafter Transmittal]. For additional information on UCC overtones contained in the CISG , see Honnold, supra note 19.

For a practitioner-oriented highlight of differences between provisions of the CISG and UCC, see the Checklist section of Albert H. Kritzer, Guide to Practical Applications of the United Nations Convention on Contracts for the International Sale of Goods (1994). For side-by-side match-ups of each article of the CISG with UCC provisions and accompanying commentary, see the Detailed Analysis section of this Guide.

88. Jacob S. Ziegel, The Remedial Provisions in the Vienna Sales Convention: Some Common Law Perspectives, in International Sales: The United Nations Convention on Contracts for the International Sale of Goods 9-1, 9-5 to 9-6 (Nina M. Galston & Hans Smit eds., 1984).

89. Honnold, supra note 19, at 156.

90. Id. at 157 (emphasis in original).

91. Id. at 156 (emphasis in original).

92. Students at all law schools are invited to participate in the essay contest. The Rules of Participation are presented on the last page of this issue. The topic must be the CISG or the UNIDROIT Principles. For additional information, contact: Executive Secretary, Institute of International Commercial Law, Pace University School of Law, 78 North Broadway, White Plains, NY 10603, USA. Fax: (914) 422-4159.

93. Schools interested in participating in the arbitration moot on the CISG should contract Professor Eric E. Bergsten, Institute of International Commercial Law, Pace University School of Law, 78 North Broadway, White Plains, NY 10603, USA. The moot is sponsored by the American Arbitration Association, the International Chamber of Commerce, and UNCITRAL, among others.

94. Audit, supra note 20.

95. Eric E. Bergsten, The Law of Sales in Comparative Law, in Les Ventes Internationales de Marchandises 3 (Yves Guyon ed., 1981).

96. Eric E. Bergsten, Basic Concepts of the UN Convention on the International Sale of Goods, in Das UNCITRAL-Kaufrecht im Vergleich zum österreichischen Recht 15 (Peter Doralt ed., 1985).

97. Eörsi, supra note 3.

98. E. Allan Farnsworth, The Convention on the International Sale of Goods from the Perspective of the Common Law Countries, in La Vendita Internazionale 3 (Franco Bonelli ed., 1981).

99. J.D. Feltham, The United Nations Convention on Contracts for the International Sale of Goods, 1981 J. Bus. L. 346 (1981).

100. Franco Ferrari, Uniform Interpretation of the 1980 Uniform Sales Law, 24 Ga. J. Int'l Comp. L. 183 (1995).

101. Alejandro M. Garro, Reconciliation of Legal Traditions in the UN Convention on Contracts for the International Sale of Goods, 23 Int'l Law. 443 (1989).

102. Hellner, supra note 9.

103. Joseph Lookofsky, The 1980 United Nations Convention on Contracts for the International Sale of Goods, in 1 International Encyclopedia of Laws Int'l-1 (J. Herbots & R. Blanpain eds., 1993).

104. Barry Nicholas, The Vienna Convention on International Sales Law, 105 L.Q. Rev. 201 (1989).

105. Schlechtriem, supra note 15.

106. Schlechtriem, supra note 17.

107. Schlechtriem, Observations, supra note 23.

108. Leif Sevón, Obligations of the Buyer under the UN Convention on Contracts for the International Sale of Goods, in International Sale of Goods, 203 (Peter Šarcevic & Paul Volken eds., 1986).

109. Jacob S. Ziegel & Claude Samson, Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods (1981) (on file at the Faculty of Law Library of the University of Toronto). There are three parts to this report: Analysis from a Provincial Common Law Perspective by Jacob S. Ziegel, which contains UCC comparatives: Analysis from Civil Law Perspective of Province of Quebec by Claude Samson (text in French); and General Overview of Convention by Professors Ziegel and Samson (overview in English and French). The report is also available on the CISG W3 database.

110. Law Commission, The United Nations Convention on Contracts for the International Sale of Goods: New Zealand's Proposed Acceptance, Rep. No. 23 (1992) (on file with the Cornell International Law Journal). This report is also available on the CISG W3 database.

111. Transmittal, supra note 87.

112. Kritzer, supra note 87, at Highlights 1-38.

113. The original text of this Commentary is reproduced in Commentary on the Draft Convention on Contracts for the International Sale of Goods, U.N. Doc. A/CONF.97/5, in United Nations, United Nations Conference on Contracts for the International Sale of Goods, U.N. Doc. A/CONF.97/18 (1981); Honnold, supra note 3, at 404. Accessing every element of the legislative history of the CISG is challenging; the Secretariat Commentary is no exception. The article numbers cited in the Secretariat Commentary are the article numbers of the 1978 draft of the CISG, not the official text of the CISG. In addition, although the re-numbered articles of the CISG official text are for the most part substantively identical to the counterpart provisions of the 1978 Draft, this is not always the case. Hence, every CISG article citation in the Secretariat Commentary must be verified.

An annotated Secretariat Commentary is presented in the CISG W3 database. It includes a parenthetical reference to the relevant article of the official text of the CISG following each article reference contained in the Secretariat Commentary. Where the article of the 1978 Draft discussed in the Secretariat Commentary is identical to its CISG counterpart, the CISG W3 database so indicates. Similarly, if the article of the 1978 Draft and its CISG counterpart are different, the database so indicates. These identifications are accompanied by a comparison of the text of 1978 Draft articles and their CISG counterparts, in order to highlight their similarities or differences. This is the CISG W3 equivalent to "shepardizing" the Secretariat Commentary, a method of verifying its veracity.

114. Honnold, supra note 19.

115. Peter Schlechtriem, Uniform Sales Law (1986).

116. Honnold, supra note 3.

117. Kritzer, supra note 87.

118. Commentary on the International Sales Law (M.J. Bonell & C.M. Bianca eds., 1987).

119. International Sale of Goods (Peter Šarcevic & Paul Volken eds., 1986).

120. International Sales: The United Nations Convention on Contracts for the International Sale of Goods (Nina M. Galston & Hans Smit eds, 1984).

121. Enderlein & Maskow, supra note 20.

122. See supra note 36.

123. Spearheaded by Professors Harry M. Flechtner and Ronald A. Brand, data on CISG case law has become a regular feature of the Journal of Law and Commerce.

124. United Nations Commission on International Trade Law, Case Law on UNCITRAL Texts (CLOUT): UNCITRAL Thesaurus of the United Nations Convention on Contracts for the International Sales of Goods, UN Doc. A/CN.9/SER.C/INDEX 1 (1995) [hereinafter Thesaurus]. Additional data on the UNCITRAL Thesaurus may be obtained from: Spiros V. Bazinas, Legal Officer, International Trade Law Branch, Office of Legal Affairs, UNCITRAL, Vienna International Centre, P.O. Box A-1400. Fax: 43-1-237485. E-mail: sbazinas@unov.un.or.at

125. Schlechtriem, supra note 17, at 133.

126. Lookofsky, supra note 24. This is a 171 page text.

127. Id. at ix.

128. Id.

129. Efforts such as Professor Will's are vital to both domestic and international understanding of the CISG.

130. See supra note 37. Orders for the Will bibliography and case citation compendium should be addressed to Madame Claudine Zbinden, Unité de droit allemand, Faculté de droit, Université de Genève, 102 Boulevard Carl-Vogt, CH-1211 Genève 4, Switzerland. Fax: (41-22) 705-8467. Professor Will publishes these texts at his own expense. Persons who wish to accompany an order for either text with a donation of $25.00 will help fund the continuation of this important work.

131. When I commenced work on my text on the CISG, I asked Professor John Honnold's guidance as to the European authorities I should consult. This reference is to the letter I received from him in response to this request. Having now researched the CISG and being in a position to make meaningful assessments of my own on such matters, I report total agreement with John Honnold's assessment.

132. Kommentar zum Einheitlichen UN-Kaufrecht (Ernst von Caemmerer & Peter Schlechtriem eds., 2d ed. 1995) [hereinafter Kommentar].

133. The Oxford University Press will publish the English language edition of Kommentar zum Einheitlichen UN-Kaufrecht.

134. Burghard Piltz, Internationales Kaufrecht: Das UN-Kaufrecht (Wiener Übereinkommen von 1980) in praxisorientierter Darstellung (1993). The English edition of Dr. Piltz's text will be published by Kluwer Law International.

135. See supra note 51 for data on an excellent new French text on the CISG and a good English digest of it.

136. Franco Ferrari, The Sphere of Application of the Vienna Sales Convention (1995).

137. Cornell Law School and the University of Tromsø were the first institutions to access the text of the CISG on the World-Wide Web.

138. Professor Bonell is co-editor of Commentary on the International Sales Law, supra note 118, and an architect of Unilex. See supra note 36 and accompanying text. He is also to be commended for his participation in the development of the UNCITRAL Thesaurus. See supra note 124.

139. Michael Joachim Bonell, International Uniform Law in Practice -- Or Where the Real Trouble Begins, 38 Am. J. Comp. L. 865, 875-76 (1990).

140. For example, at the recent annual meeting of the American Bar Association, the Internet was termed a powerful tool for the collection and dissemination of information, "the greatest tool for the cost effective collection, distribution and use of information since Gutenberg's invention of the printing press." Stephen J. McGarry, A Perspective on the Internet and the Legal Profession, Presentation to the American Bar Association at 6, (Aug. 7, 1995) (on file with the Cornell International Law Journal).

141. The National Center for Automated Information Research (NCAIR) is a nonprofit, educational corporation headquartered at Suite 1B, 165 East 72nd Street, New York, NY 10021-4335. NCAIR has helped to create and implement many computer applications that serve the legal profession. NCAIR's philosophy is:

"The 20th century has witnessed the birth of the age of information. Since the turn of the century, there has been a proliferation of judicial opinions, statutes and regulations, as well as related secondary materials such as treatises, law reviews and periodicals. Today these materials comprise many millions of documents, and their number is ever increasing. Traditional methods of research [are] inadequate to permit ready access to this vast accumulation. Modern computer technology, however, provides an economical means for remarkably efficient and accurate research." Memorandum from the National Center for Automated Information Research 2 (Mar. 8, 1995) (on file with the Cornell International Law Journal).

142. See supra note 124 and accompanying text for information on the UNCITRAL Thesaurus.

143. For further data on UNCITRAL'S CLOUT program, see supra note 35.

144. ULIS and ULF were developed under the auspices of the International Institute for the Unification of Private Law (UNIDROIT). The Uniform Law Review published by UNIDROIT contains digests of noteworthy ULIS and ULF decisions. Just as UNCITRAL has graciously granted permission to add its CLOUT abstracts to the CISG W3 database, UNIDROIT has granted permission to add its digests of ULIS and ULF cases to the database.

145. CISG, supra note 1, art. 7(1).

146. UNCITRAL bibliographies published in Arabic, Chinese, English, French, Russian, and Spanish are available from: Dr. Carlos Bueno-Gúzman, UNCITRAL Law Librarian, Vienna International Centre, P.O. Box 500, A-1400 Vienna, Austria. The most recent UNCITRAL bibliography is United Nations, Commission on International Trade Law, Bibliography of Recent Writings Related to the Work of UNICTRAL, UN Doc. A/CN.9/417 (Mar. 21, 1995). Earlier UNCITRAL bibliographies are published in UNCITRAL Yearbooks.

147. Kommentar, supra note 132, at xxxi.

148. Michael R. Will, CISG: The UN Convention on Contracts for the International Sale of Goods 13 (1995).

149. Authors of journal articles and theses who would like to participate in this endeavor and have their material published in the CISG database are encouraged to submit disks of their material to Marie Newman, CISG Database Manager of the Pace University School of Law (e-mail: mnewman@lawlib.law.pace.edu).

150. Professor Nicholas Triffin, Director of the Law Library of the Pace University School of Law and Pace Institute of International Commercial Law, is Internet Director of CISG W3. The Executive Secretary of the Pace Institute is the editor of the CISG contents of CISG W3. For the mailing address of the Pace Institute, see supra note 92. The fax number and e-mail address for Professor Triffin: fax (914) 422-4275, e-mail: ntriffin@lawlib.law.pace.edu; for the Executive Secretary of the Pace Institute: fax (914) 422-4405, e-mail: iicl@genesis.law.pace.edu

151. To illustrate the manner in which progression on the Internet learning curve can facilitate added service to our profession, the US Second Circuit Court of Appeals recently announced the availability of its opinions on computer disks. Utilizing the Internet case presentation techniques being devised for the CISG W3 database, Pace technicians will also enter this material on the World-Wide Web.

152. Lookofsky, supra note 103, at Int'l-17.

153. Id. at Int'l-18.

154. A.H. Hermann, Business and the Law: Handle with Care -- A.H. Hermann on Some Pitfalls of Foreign Trade Under the Vienna Convention, Fin. Times (London), Sept. 21, 1993, at 16.


Pace Law School Institute of International Commercial Law - Last updated October 9, 2008
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