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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).]

excerpt from

The 1980 United Nations Convention on Contracts
for the International Sale of Goods

Joseph Lookofsky

Article 15
Time Offer Takes Effect; Right to Withdraw

104. Assuming a proposal meets the requirements for an offer set forth in CISG Article 14, the next step is to determine when that offer takes effect. This point in time is significant as regards the offeror's right to 'withdraw' an offer prior to the time of its receipt by the offeree. Article 15 provides as follows:

'1. An offer becomes effective when it reaches the offeree.

2. An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.'

According to Article 15, paragraph (I), an offer becomes effective when it 'reaches' the offeree. Whereas an offer made orally may be said to 'reach' the recipient immediately (as soon as it is made), a written communication first reaches the offeree when it is actually 'delivered' to the offeree or to his place of business.[1] [page 65]

According to paragraph (2) of Article 15, an offer may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer. Note that this is true even if the offer is 'irrevocable,' a term defined in Article 16 below.

It should be emphasized that Article 15(2) applies only to an offer which because it has not even 'reached' the offeree (the recipient) - cannot be described as having 'become effective'; such an offer can be 'withdrawn'. The right to 'revoke', dealt with in CISG Article 16, concerns the right of the offeror to call back an offer which has reached the offeree and which has therefore become effective. [page 66]

1. The term 'reach' is defined in Article 24: see infra No. 133.


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