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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
Arts. 81, 82, 83, 84

Article 51

461. The text of article 51, as adopted by the Working Group on the International Sale of Goods, is as follows:

CISG
number
Art. 81(1)

"(1) Avoidance of the contract releases both parties from their obligations thereunder, subject to any damages which may be due. Avoidance does not affect provisions for the settlement of disputes.

CISG
number
Art. 84(2)

"(2) If one party has performed the contract either wholly or in part, he may claim from the other party restitution of whatever he has supplied or paid under the contract. If both parties are required to make restitution, they must do so concurrently."

Decision

462. The Committee concludes that no change of substance is called for in respect of this article. It therefore recommends that the Commission should adopt the following text, now renumbered as article 52: [page 57]

"Article 52

"(1) Avoidance of the contract releases both parties from their obligations thereunder, subject to any damages which may be due. Avoidance does not affect any provisions of the contract for the settlement of disputes or any other provisions of the contract governing the respective rights and obligations of the parties consequent upon the avoidance of the contract.
"(2) If one party has performed the contract either wholly or in part, he may claim from the other party restitution of whatever he has supplied or paid under the contract. If both parties are bound to make restitution, they must do so concurrently."

CISG
number
Art. 82

Article 52

463. The text of article 52, as adopted by the Working Group on the International Sale of Goods, is as follows:

"(1) The buyer loses his right to declare the contract avoided or to require the seller to deliver substitute goods if it is impossible for him to make restitution of the goods substantially in the condition in which he received them.
"(2) Paragraph (1) of this article does not apply:
(a) If the impossibility of making restitution of the goods or of making restitution of the goods substantially in the condition in which he received them is not due to an act of the buyer; or
(b) If the goods or part of the goods have perished or deteriorated as a result of the examination provided for in article 22; or
(c) If the goods or part of the goods have been sold in the normal course of business or have been consumed or transformed by the buyer in the course of normal use before he discovered the lack of conformity or ought to have discovered it."

Decision

464. The Committee concludes that no change in substance is called for in respect of this article. It therefore recommends that the Commission should adopt the following text, now renumbered as article 53:

"Article 53

"(1) The buyer loses his right to declare the contract avoided or to require the seller to deliver substitute goods if it is impossible for him to make restitution of the goods substantially in the condition in which he received them.
"(2) Paragraph (1) of this article does not apply:
"(a) if the impossibility of making restitution of the goods or of making restitution of the goods substantially in the condition in which he received them is not due to an act or omission of the buyer; or
"(b) if the goods or part of the goods have perished or deteriorated as a result of the examination provided for in article 22; or
"(c) if the goods or part of the goods have been sold in the normal course of business or have been consumed or transformed by the buyer in the course of normal use before he discovered the lack of conformity or ought to have discovered it."

CISG
number
Art. 83

Article 53

465. The text of article 53, as adopted by the Working Group on the International Sale of Goods, is as follows:

"The buyer who has lost the right to declare the contract avoided or to require the seller to deliver substitute goods in accordance with article 52 retains all other remedies."

Decision

466. The Committee concludes that no change in substance is called for in respect of this article. It therefore recommends that the Commission should adopt the following text, now renumbered as article 54:

"Article 54

"The buyer who has lost the right to declare the contract avoided or to require the seller to deliver substitute goods in accordance with article 53 retains all other remedies."

CISG
number
Art. 84

Article 54

467. The text of article 54, as adopted by the Working Group on the International Sale of Goods, is as follows:

"(1) If the seller is required to refund the price, he must also pay interest thereon, at the rate fixed in accordance with article 58, as from the date on which the price was paid.
"(2) The buyer must account to the seller for all benefits which he has derived from the goods or part of them:
"(a) If he must make restitution of the goods or part of them; or
"(b) If it is impossible for him to make restitution of all or part of the goods or to make restitution of all or part of the goods substantially in the condition in which he received them, but he has nevertheless declared the contract avoided or required the seller to deliver substitute goods."

468. As a result of its decision to delete article 58 as described in paragraphs 493 to 500 below, the Committee decided to delete ", at the rate fixed in accordance with article 58," from article 54(1)."

Decision

469. The Committee concludes that no change in substance is called for in respect of this article. It therefore recommends that the Commission should adopt the following text, now renumbered as article 55:

"Article 55

"(1) If the seller is bound to refund the price, he must also pay interest thereon from the date on which the price was paid.
"(2) The buyer must account to the seller for all benefits which he has derived from the goods or part of them:
"(a) If he must make restitution of the goods or part of them, or
"(b) If it is impossible for him to make restitution of all or part of the goods or to make restitution of all or part of the goods substantially in the condition in which he received them, but he has nevertheless declared the contract avoided or required the seller to deliver substitute goods." [page 58]

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Pace Law School Institute of International Commercial Law - Last updated July 30, 2007
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