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Source: Doc. B(1) Reproduced from UNCITRAL Yearbook VIII (1977), A/32/17, pages 25-64

EXCERPT FROM ANNEX I

Report of Committee of the Whole I relating to the
draft Convention on the International Sale of Goods

[...]

CISG
number
Art. 7(1)

Article 13

137. The text of article 13, as approved by the Working Group on the International Sale of Goods, is as follows:

"In the interpretation and application of the provisions of this Convention, regard is to be had to its international character and to the need to promote uniformity."

138. The Committee considered several proposals seeking to specify more clearly the criteria of 0interpretation. These proposals were based on the premise that the proposed wording of article 13 was too general and lacked substance.

Intention of the parties as basis for interpretation

139. It was noted that article 13 was concerned with the interpretation and application of the provisions of the Convention and that the Convention did not contain a provision on the interpretation of the contract. The proposal was made that article 13 be preceded by a provision stating that "in the interpretation of contracts regard is to be had to the purpose of the contract and the interdependence of its various provisions." It was submitted that a rule governing interpretation of a contract of sale was needed in order to enable the courts to establish the respective rights and obligations of the parties as specified in the contract and contemplated by the parties.

140. Because it lacked sufficient support, the proposal was not retained. It was pointed out that the proposal enunciated a universally accepted principle of interpretation which had no place in the Convention and that the Working Group on the International Sale of Goods was engaged in preparing a draft text on the validity of a contract of sale, a matter which extended to some issues relating to interpretation of contracts of sale of goods.

CISG
number
Art. 7(2)

Private international law

141. Another proposal considered by the Committee was worded as follows:

"With regard to matters pertaining to the relations between the parties to a contract of sale which are not covered by this Convention, the substantive rules of the State where the seller has his place of business shall apply."

142. In support of this proposal, the view was expressed that the Commission, in addition to unifying substantive law, should also endeavour to unify the rules of conflict of laws which affect the contract of sale. A rule on the lines of the proposed text would be a step in that direction. Moreover, the proposed provision was in harmony with article 3 of the 1955 Hague Convention on the Law Applicable to International Sale of Goods.[e] If parties should find such a rule too rigid they could derogate from it under article 5 of the Sales Convention.

e. The 1955 Hague Convention on the Law Applicable to International Sale of Goods appears in the Register of Texts of Conventions and other Instruments Concerning International Trade Law, vol. I (United Nations publication, Sales No: E.71.V.3), chap. I, sect. I.

143. The Committee, after deliberation, did not retain the [page 34] proposal. The view was expressed that a rule of private international law had no place in an international convention providing substantive rules to regulate the relationship of buyer and seller, such as the one under consideration. Whilst it was true that article 3 of the 1955 Hague Convention opted for the law of the country where the seller had his place of business that article listed exceptions. Thus, a contract of sale conclude in the country of the buyer, as the result of an attempt on the part of the seller to attract customers, would come under the 1955 Hague Convention. The point was also made that, unless a reservation clause were included in the final clauses of the Convention, the proposal, if adopted, would give rise to problems for those States which were parties to the 1955 Hague Convention.

CISG
number
Art. 7(2)

General principles on which the Convention is based

144. A third proposal was as follows:

"In the interpretation and application of the provisions of this Convention regard is to be had to the general principles on which this Convention is based, to its international character and to the need to promote uniformity."

145. The proposal was made on the ground that the guidelines offered by article 13 were insufficient and that it would be desirable to refer expressly to the general principles on which the Convention is based. It was of great importance that, in case of doubt as to the interpretation of certain provisions of the Convention, the Courts should not refer to domestic law.

146. The Committee did not retain this proposal since it did not receive sufficient support.

Decision

147. The Committee concludes that no change of substance is called for in respect of article 13. It therefore recommends that the Commission should adopt the following text:

CISG
number
Art. 7(1)

"Article 13

"In the interpretation and application of the provisions of this Convention, regard is to be had to its international character and to the need to promote uniformity." [page 35]

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Pace Law School Institute of International Commercial Law - Last updated July 13, 2007
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