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Published in J. Herbots editor / R. Blanpain general editor, International
Encyclopaedia of Laws - Contracts, Suppl. 29 (December 2000) 1-192. Reproduced with permission of the publisher Kluwer Law International, The Hague.
[For more current case annotated texts by this author, see Bernstein & Lookofsky, Understanding the CISG in Europe, 2d ed. (2003) and Lookofsky, Understanding the CISG in the USA, 2d ed. (2004).]
The 1980 United Nations Convention on Contracts
for the International Sale of Goods
Place of Business: Rules for Exceptional Cases
91. A number of Convention rules refer to a party's 'place of business'. Article l0(a) provides that if a party has more than one place of business, then the relevant place of business is that which has the closest relationship to the contract and its performance. Applying this rule in a case where an Austrian buyer purchased
goods from the Swiss branch of a company with headquarters in Liechtenstein (notably: a
non-Contracting State), a Swiss court held the contract was governed by the CISG, since
it was the Swiss branch which had the closest relationship to the contract and its performance.
Under the rule in Article 10, paragraph (b), if a party does not have a(ny) place of business, reference is to be made to that party's habitual residence. [page 59]
1. See Articles 1 (supra No. 52), 12 (infra No. 94), 20(2) (infra No. 127), 31(c) (infra No. 155), 42(1)(b) (infra No. 202), 57(1)(a) (infra No. 242), 69(2) (infra No. 273) and 96 (infra No. 332).
2. This having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract: see Article 10(a).
3. See the decision of Bezirksgericht der Saane (Switzerland), 20 February 1997, CLOUT Case 261 [reported at <http://www.cisg.law.pace.edu/cisg/text/casecit.html>].
Pace Law School
Institute of International Commercial Law - Last updated April 4, 2005