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LEGISLATIVE HISTORY

Summary of UNCITRAL legislative history of the CISG


Introduction

[Many UNCITRAL documents are cited in this summary. For a guide to UNCITRAL's citation methodology, see Honnold, "UNCITRAL Documents: Research Sources, Style, Citation". For general comments on UNCITRAL's mission and methods, see Honnold, "The United Nations Commission on International Trade Law: Mission and Methods".]

In determining the meaning of an international treaty, one of the rules of the 1969 UN Convention on the Law of Treaties is that recourse may be had to supplementary means of interpretation including the preparatory work of the treaty (Article 32 of the 1969 Vienna Treaty Convention).

"When important and difficult issues of interpretation are at stake, diligent counsel and courts will need to consult the [CISG's] legislative history. In some cases this can be decisive" (Honnold, "Uniform Laws for International Trade", International Trade and Business Law Journal (Australia: 1995), 5).

The most recent segment of the legislative history of the CISG is reported in United Nations Conference on Contracts for the International Sale of Goods, Vienna, 10 March-11 April 1980, Official Records, UN Document No. A/CONF. 97/19 (E.81.IV.3). UNCITRAL Yearbooks are report earlier stages of the legislative history of the Convention. The best source of consolidated data on these stages of the legislative history is Honnold, Documentary History of the Uniform Law for International Sales, Kluwer 1989, (“Documentary History”). The background to the UNCITRAL development of the CISG is as follows:

“The current uniform rules are rooted in two earlier Conventions sponsored by the International Institute for the Unification of Private Law (UNIDROIT). These Conventions -- one dealing with formation of contracts for international sale (ULF), the other with obligations of parties to such contracts (ULIS) -- were developed over the course of three decades by leading commercial law experts of Western Europe and were finalized in 1964 by a diplomatic conference at The Hague. The 1964 Hague Conventions entered into force among nine states but, in spite of their fundamental importance, failed to receive substantial acceptance outside Western Europe”. (Honnold, Documentary History, p.1).

The UNCITRAL development of the CISG

“The [CISG] resulted from work instituted in 1968 by the United Nations Commission on International Trade Law (UNCITRAL). Ten years of work in UNCITRAL produced the 1978 UNCITRAL Draft Convention. This draft was laid before the 1980 Conference [with a Commentary on it by the UNCITRAL Secretariat.] [The 1980 Vienna Conference], after five weeks of intensive work, unanimously approved the current uniform rules” (Honnold, Documentary History 1).

“The [CISG] was made in three stages:

(1) “The UNCITRAL Working Group (1970-1977)” (id. at 2). “The Working Group produced two draft Conventions. The first was the 1976 Draft Convention on Sales, setting forth the rights and obligations of the seller and buyer under the sales contract . . . This draft is frequently referred to as the “Sales” draft to distinguish it from the draft on “Formation” of the Sales contract which the Working Group completed in September 1977" (id. at 3).

(2) “Review by the full Commission (1977-1978)” (id. at 2). “In the second stage, the full Commission reviewed the Working Group’s “Sales” and “Formation” drafts and combined them into one document -- the 1978 Draft Convention on Contracts for International Sale of Goods. The Commission gave this draft Convention its unanimous approval and recommended that the U.N. General Assembly convene a diplomatic conference to review the draft and finalize a Convention” (id. at 3).

(3) “The [1980 Vienna] Diplomatic Conference” (id.) The stage (1) and stage (2) proceedings which preceded the Diplomatic Conference are summarized below.

The records of stages (1) and (2) are reported in nine UNCITRAL Yearbooks (Yearbooks I (1968-1970) through IX (1978). The content of these Yearbooks can be difficult to access: none is adequately indexed; nor does their sequence of presentation of information necessarily follow the sequence of work by UNCITRAL and its Working Groups. Also, “[a]s the drafts moved through the legislative process their article-numbers kept changing. Thus the Commission’s initial work was addressed to the articles (and article-numbers) of the 1964 Hague Sales Conventions. As articles were added, deleted, and reorganized, renumbering became necessary. At each legislative session action necessarily was based on the article and article-numbering of the draft brought to the session” (Honnold, Documentary History 4).

Honnold’s Documentary History presents Yearbook texts in a more orderly sequence with margin notes which key the CISG Articles that emerged to their differently numbered antecedents. In addition, each Yearbook text is introduced by a guide to its contents. Excerpts from Honnold’s guides are presented below with citations to the texts they introduce. They explain stages (1) and (2). They also document the role played by the UNCITRAL Secretariat. As stated by the head of this Secretariat during the most pivotal periods in UNCITRAL’s development of the CISG:

“The role of the Secretariat was established by a few basic facts of time and space. The Commission meets once a year; during a two to four week session it considers the progress of programs in several complex and diverse legal fields. In the Working Groups, national representatives come together from all parts of the globe, from diverse legal and linguistic backgrounds, for annual sessions of two or three weeks. All of the representatives have primary, full-time responsibilities in their Universities or Ministries. For these reasons, progress at the legislative session has depended on preparatory materials provided by the Secretariat. These materials included studies analyzing the divergences among the existing legal rules; reports on commercial practices to assist in making a choice among alternative solutions to pivotal factual examples; draft statutory texts formulated, at crucial spots, which clearly labelled alternatives to facilitate debate and decision with a minimum of confusion or misunderstanding. . . .” (Honnold, Uniform Law for International Sales under the 1980 United Nations Convention 53 (2nd ed. 1991); see also Farnsworth, “Developing International Trade Law”, 9 Cal. Western Int’l L.J. 468 (1979)).

"[D]uring the decade of UNCITRAL's preparation of the 1978 draft for a Sales Convention . . . consensus was reached on each provision without ever taking a formal vote. Summaries of the discussions were faithfully recorded, but the lack of votes on proposals that were not explicitly accepted or rejected in reaching consensus could blur contours of the decision. . . . Clearer light, however, was shed by the Commission's response to Reports of the Secretary-General . . . materials that resemble a domestic Commission or Committee report that leads to legislation. . . . Instead of proposing a draft, the Report[s] would set forth a set of facts at the cross-roads of important decisions . . . Starting with decisions on outcomes or results provided a . . . clearer legislative history" (Honnold, "Uniform Laws for International Trade", International Trade and Business Law Journal (Australia: 1995), 5-6).

Upon completion of the 1978 Draft, the Secretariat prepared a Commentary on it that summarized the thinking that led to this text. The 1978 Draft was the working document presented to the delegates who attended the 1980 Vienna Diplomatic Conference. The Secretariat Commentary which accompanied it was prepared pursuant to United Nations General Assembly Resolution 33/93. "The [Vienna] Conference made a large number of minor changes [to the 1978 Draft] but very few of substance" (Ziegel, "Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods (July 1980), p. 5). Hence, the continued relevancy of much of the Secretarial Commentary on the 1978 Draft that is quoted extensively in this database. This Commentary is the closest counterpart to an Official Commentary on this Convention.

Records of proceedings of UNCITRAL Working Groups and of UNCITRAL and Reports of the Secretary-General during earlier stages of the development of the CISG, stages (1) and (2), are identified below.

Stage (1): Working Group Sessions 1 through 9 (1970-1977)

Working Group Session 1, January 1970. Organization of work; scope of uniform rules.

“At [its] initial session the [UNCITRAL] Working Group addressed several controversial issues posed by the 1964 Hague Convention on Sales (ULIS). These included basic issues of legislative approach such as scope of the Convention and the use of general, abstract concepts (ipso facto avoidance, delivrance). Decisions on these issues laid foundations for action when the Working Group reviewed the 1964 Hague Convention (ULIS) article by article” (Honnold, Documentary History 14).

CITATIONS: Report of the First Session of the Working Group, UNCITRAL Yearbook I (1968-70), A/CN.9/35 (E.71.V.4.), 176-202; Honnold, Documentary History, Doc. A(1), 14-40.

“The action by the Working Group at the First Session . . . was discussed by the full Commission [UNCITRAL] at its Third Session (April 1970 . . .). The issues discussed included: (1) The use of rules on private international law in defining the Convention’s scope . . . (2) The legal effect of trade usages . . . (3) The time and place for inspection of goods . . . and (4) The use of general principles in interpreting the Convention . . . The Working Group took note of the Commission’s action in subsequent consideration of these issues. . . .” (Honnold, Documentary History 40).

CITATION: Discussions by the full Commission at its Third Session, UNCITRAL Yearbook I (1968-70), A/8017 (E.71.V.4), 129, 132-138.

“The Commission did not continue such interim discussion of the Working Group’s reports. The above questions were considered more fully and decisively in the Commission’s detailed review of the Working Group’s final drafts [see Stage (2): The Commission (UNCITRAL) (1977-1978), infra]” (Honnold, Documentary History 40).

“In 1970 the full Commission requested members of the Working Group to submit proposals with respect to Articles 1-17 of the 1964 Hague Convention on Sales (ULIS) and requested the Secretary-General to submit his comments on these proposals (I Yearbook 137-138). . . .[T]he Secretary-General analyzed the proposals by members of the Working Group. Subsequent reports responded to the Working Group’s request for recommendations on substantive issues. . . . The topics covered in the [Secretary-General’s Report] include (1) Revision of tests for applicability of the Convention -- the definition of an international sale . . . and the required contract between the sales transaction and a Contracting State . . . (2) The exclusion of consumer purchases . . . (3) the role of usages . . . and (4) Domestic rules requiring formalities, such as a signed writing, for concluding a contract . . .” (Honnold, Documentary History 41).

CITATIONS: Analysis of comments and proposals relating to articles 1-17 of the Uniform Law of International Sale of Goods (ULIS) 1964: Note by the Secretary-General (November 1970), UNCITRAL Yearbook II (1971), A/CN.9/WG.2/WP.6 (E.72.V.4), [for use at Working Group Session 2], 37-49; Honnold, Documentary History, Doc. A(2), 42-54.

Working Group Session 2, December 1970. Action on ULIS 1-17.

“The [second session of the Working Group] was devoted to the review and revision of ULIS 1-17. The issues considered . . . included: (1) Establishment of a simpler test for an international sale . . . an approach substantially retained in Article 1(1) of the 1980 Convention (CISG); (2) Rejection of the ‘universalist’ approach of ULIS, which required no contact between the transaction and a Contracting State . . . (3) Exclusion of consumer purchases ( . . . see CISG 2); and (4) The effect of trade usages ( . . . see CISG 9); (5) The definition of ‘fundamental breach’, a test for determining whether an aggrieved party may avoid the contract ( . . . see CISG 25, 49, 64); (6) The rejection of domestic rules imposing formal requirements (such as a signed writing) for contracting ( . . . see CISG 11, 12, 96); and (7) Rules for interpreting the Convention ( . . . see CISG 7). The issues listed under (5) - (7) were difficult to resolve and were repeatedly discussed further by the Working Group, the Commission . . . and the Diplomatic Conference . . .” (Honnold, Documentary History 55).

CITATIONS: Report of the Second Session of the Working Group, UNCITRAL Yearbook II (1971), A/CN.9/WG.2/WP.6 (E.71.V.4), 50-65; Honnold, Documentary History, Doc. A(3), 56-71.

“In 1970 the full Commission requested the Secretary-General to make recommendations with respect to two key concepts used in the 1964 Sales Convention (ULIS): (1) Delivery (in the French version, delivrance) and (2) Ipso facto avoidance. . . . [T]he Working Group at its third, fourth and fifth sessions (Docs. A(5), A(7), A(9), infra) accepted the substance of [the Secretary-General’s recommendations]; these decisions reshaped the approach and structure of the prior uniform law (ULIS)” (Honnold, Documentary History 72).

CITATIONS: Report of the Secretary-General on “Delivery” (Oct. 1971), UNCITRAL Yearbook III (1972), A/CN.9/WG.2/WP.8 (E.73.V.6), 31-41; Honnold, Documentary History, Doc. A(4), 73-83.

“The Report on Delivery noted that ULIS had used a single abstract concept (delivrance) to solve different commercial problems such as risk of loss and time for payment, and that this approach led to ambiguity and to unexpected, impractical consequences. The Report proposed provisions that would state rules for each issue in terms of distinct commercial events rather than a single abstract concept. The Working Group’s Responses [to these recommendations] appear in Doc. A(5) . . . and are embodied in CISG 31-34 and 66-70" (Honnold, Documentary History 72).

CITATIONS: Report of the Secretary-General on “ipso facto avoidance” (Dec. 1971). UNCITRAL Yearbook III (1972), A/CN.9/WG.2/WP.8 (E.73.V.6), 41-50; Honnold, Documentary History, DOC. A(4), 83-92.

“The Report on ipso facto avoidance addressed the commercial problems that arise when avoidance occurs automatically and without notice that performance will not be forthcoming, and recommended that avoidance be made effective by notification. For the Working Group’s responses see Doc. A(5) [infra], and CISG 26" (Honnold, Documentary History 72).

CITATION: For analyses of delegation proposals on ULIS 18-55 and ULIS 1-17, see UNCITRAL Yearbook III (1972), A/CN.9/WG.2/WP.8 (E.73.V.6), 54-76.

Working Group Session 3, January 1972. Action on ULIS 18-55.

“At Session No. 2 (Doc. A(3)) the Working Group took action on Articles 1-17 of the 1964 Hague Convention (ULIS). [At Session No. 3] the Working Group reviewed its actions on Articles 1-6 in the light of comments by the Commission at its fourth session (March-April

1971) . . . and then addressed Articles 18-55 of ULIS . . .” (Honnold, Documentary History 93).

CITATION: Comments by the Commission at its Fourth Session, UNCITRAL Yearbook II (1971), A/CN.9/SER.A/1971 (E.71.V.4), 18-23.

“The Working Group, after reviewing its decisions on ULIS 1-6, examined the approach of ULIS to the basic concept of ‘delivery’ (delivrance) and accepted the approach recommended by the Secretary-General in Doc. A(4), supra. . . . The Working Group also approved the Secretary-General’s recommendations (Doc. A(4) on ipso facto avoidance . . . and the amalgamation of remedies with respect to date of delivery and place for delivery . . . Action was also taken on conformity of the goods . . . notice of breach . . . and remedies for breach by seller . . .” (Honnold, Documentary History 93).

CITATIONS: Report of the Third Session of the Working Group, UNCITRAL Yearbook III (1972), A/CN.9/62 (E.73.V.6), 77-95; Honnold, Documentary History, Doc. A(5), 94-112.

“The Working Group at its third session ( . . . Doc. A(5)) . . . requested the Secretariat to prepare a report that would consolidate the work done at the previous session and suggest alternative solutions for the problems raised at this session. The [Secretary-General’s Report] responded to that request.

“In view of the Working Group’s decision (Doc. A(5), supra) to reject the ‘delivery’ (delivrance) concept as a general solvent for a variety of issues, the Secretary-General set forth draft provisions to implement this decision . . . The Report also proposed provisions to implement the decision (Doc. A(5), supra) to consolidate the buyer’s remedies as regards the date and place of delivery . . . and to consolidate these remedies with those for non-conformity of the goods. See CISG 45-52.

“The Report also proposed drafts to govern the seller’s obligations with respect to conformity of the goods (. . . see CISG 35), the period within which the buyer must give notice of defects in the goods (. . . see CISG 39-49), and measures to consolidate the remedies for additional types of breach by the seller (. . . see CISG 45-47, 50-52, 72)” (Honnold, Documentary History 112).

CITATIONS: Report of the Secretary-General on Obligations of the Seller (Dec. 1972), UNCITRAL Yearbook IV (1973), A/CN.9/WG.2/WP.16 (E.74.V.3), 36-60; Honnold, Documentary History, Doc. A(6), 113-137.

Working Group Session 4, January 1973. Re-examination of ULIS 18-55 and action on ULIS 56-70.

“The Working Group decided to use as the basis of its work the Report of the Secretary-General [cited above as Doc. A(6)]. The Working Group reviewed its action at the third session (Doc. A(5), supra) with respect to Article 18-55 of ULIS . . . provisions that led to Articles 30-52 (Chapter II) of the 1980 Convention (CISG) defining the obligation of the seller: the place and time for delivery, conformity of the goods, freedom from third-party claims, and the buyer’s remedies for the breach by the seller of these obligations. The Working Group then commenced consideration of provisions of ULIS that led to Chapter III of the 1980 Convention on the obligations of the buyer (CISG 53-70). . . .” (Honnold, Documentary History 138).

CITATIONS: Report of the Fourth Session of the Working Group, UNCITRAL Yearbook VI (1975), A/CN.9/75 (E.76.V.5), 61-79; Honnold, Documentary History, Doc. A(7), 139-157.

“The Working Group requested [the] Report by the Secretary-General [cited below] for use at its Fifth Session . . . An earlier Report (Doc. A(6), supra) had proposed provisions for the consolidation and revision of the rules in ULIS on the buyer’s remedies for seller’s breach of the sales contract; this proposal had been accepted in principle by the Working Group at its Fourth Session . . . The [Report cited below] set forth proposals for comparable provisions on the seller’s remedies for breach of contract by the buyer. See CISG 61-64.

“The Report then examined rules common to the obligations of the seller and the buyer (see CISG 71-88) and proposed provisions on suspension of performance and stoppage of goods in transit

(. . . see CISG 71-71).

“An early Report (Doc. A(4), supra) had examined the problems that resulted from the use of ULIS of a single artificial concept (delivrance) to deal with distinct issues such as payment of the price and the risk of loss; the Report recommended that these issues be dealt with separately in terms of commercial events relevant to the problems at hand rather than by a single concept. The Working Group at its Third and Fourth Sessions (Docs. A(5) and A(7), supra) approved these recommendations. The [Report cited below] proposed provisions on the passing of risk to implement the Working Group’s decision. See CISG, Ch IV, Arts. 66-70" (Honnold, Documentary History 158).

CITATIONS: Report of the Secretary-General on Obligations of the Buyer, Remedies, Suspension of Performance, Risk of Loss, UNCITRAL Yearbook V (1974), A/CN.9/87, Annex IV (E.75.V.2), 80-94; Honnold, Documentary History, Doc. A(8), 1599-173.

Working Group, Session 5, January 1974. Re-examination of ULIS 58-70 and action on ULIS 71-101 (exchange of goods for price, exemptions, avoidance, damages, preservation of goods; passing of risk).

“The Working Group [at its Fifth Session] completed its initial actions on the substantive provisions of the 1964 Hague Convention (ULIS) and at the end of its report set forth a revised text resulting from this work . . . The subjects considered at this Fifth Session (1974) include the place and date for payment of the price and remedies for non-payment ( . . .see CISG 61-65), concurrence between delivery of the goods and payment of the price ( . . . see CISG 58, 71), and grounds for exempting a party from damages for a failure of performance that was prevented by an “impediment” (cf. force majeure . . . see CISG 79). The Working Group also dealt with remedies applicable to contracts for delivery in installments ( . . . see CISG 73), anticipatory breach ( . . . see CISG 72), general rules on avoidance of the contract ( . . . see CISG 81-84), damages ( . . . see CISG 74-77), and preservation of the goods ( . . . see CISG 85-88). Finally, rules on the passing risk were approved ( . . . see CISG, Ch. IV, Arts. 66-70) on the basis of recommendations in Doc. A(8), supra) . . .” (Honnold, Documentary History 174).

CITATIONS: Report of the Fifth Session of the Working Group, UNCITRAL Yearbook V (1974), A/CN.9/87 (E.75.V.2), 29-60; Honnold, Documentary History, Doc. A(9), 175-206.

“The Working Group at its Fifth Session (1974) requested groups of its members to report on designated articles of the Working Group’s tentative draft . . . to assist the Working Group in reviewing this draft. Doc. A(10)(a) [cited below] gives an analysis of the replies. The provisions in question led to CISG, Ch. III -- Obligations of the Buyer (Arts. 53-65)” (Honnold, Documentary History 207).

CITATIONS: Note by the Secretary-General: Analysis of Comments and Proposals by Governments relating to ULIS 56-70 (November 1972), UNCITRAL Yearbook IV (1973), A/CN.9/WG.2/WP.15 (E.74.V.3), 31-35; Honnold, Documentary History, DOC. A(10)(a), 208-212.

“The Working Group [at its Fifth Session] noted that it had not been able to agree on several provisions and requested the Secretariat to study these questions and recommend solutions. . . . The [Secretary-General] responded to this request. The issues covered included: Sphere of application (internationality of the transaction and contact with Contracting States (. . . see CISG 1); the effect of usages and practices ( . . . see CISG 9); the definition of “fundamental breach”

( . . . see CISG 25), obligations of the seller -- Delivery and remedies ( . . . see CISG Arts. 25-52); obligations of the buyer and remedies for breach ( . . . see CISG Arts. 53-65); remedial provisions applicable to both parties, including anticipatory breach, excuse because of impediment, and measurement of damages ( . . . see CISG Arts. 71-82); passing of risk ( . . . see CISG Arts. 66-70) . . .” (Honnold, Documentary History 207).

CITATIONS: Report of the Secretary-General on Sphere of Application, Usages, Obligations of the Seller, Remedies, Avoidance, Exemptions, Risk (Feb. 1975), UNCITRAL Yearbook VI (1975), A/CN.9/100, Annex III (E.76.V.5), 88-113; Honnold, Documentary History, Doc. A(10)(b), 213-238.

Working Group Session 6, January 1975. Completion of the Working Group “Sales” Draft.

“The Working Group [at its Sixth Session] dealt with various pending questions concerning its draft on ‘Sales’. (Referring to this as the ‘Sales’ draft distinguishes it from rules on formation of the contract --- the ‘Formation’ draft: Docs. A(12)-A(14), infra.) The Working Group considered, inter alia: The effect of usages ( . . . see CISG 9); the time for giving notice of nonconformity of goods ( . . . see CISG 38, 39); agreements that do not fix the price ( . . .see CISG 14 & 55); exemption from damages where failure to perform resulted from an impediment” ( . . . see CISG 79)” (Honnold, Documentary History 239).

CITATIONS: Report of the Sixth Session of the Working Group, UNCITRAL Yearbook VI (1975), A/CN.9/100 (E.76.V.5), 49-62; Honnold, Documentary History, Doc A(11), 240-253.

Working Group, Session 7, January 1976.

“A few problems that the Working Group could not solve at the Sixth Session (Jan. 75) were settled at the Seventh Session (Jan. 76). The Working Group then unanimously approved the 1976 Working Group Draft Convention on the International Sale of Goods (the 1976 ‘Sales’ draft. . . . The Report on the Working Group’s Seventh Session included . . . a Secretariat Commentary on the 1976 Working Group draft. . . .” (Honnold, Documentary History 239).

CITATIONS: Report of the Seventh Session of the Working Group, UNCITRAL Yearbook VII (1976), A/CN.9/SER.A/1976 (E.77.V.1), 87-96; Secretariat Commentary on the 1976 Working Group Draft (id. At 96-155); Report of the Secretary-General: Analysis of Comments by Governments and International Organizations on the 1976 Working Group Draft, A/CN.9/SER.A (E.78.V.7), 142-163.

The Report on the Seventh Session of the Working Group is not reproduced in Honnold, Documentary History as it “did not set forth the deliberations that led to action” (Honnold, id.), nor is the Report of the Secretary-General: Analysis of Comments by Governments and International Organizations on the 1976 Working Group draft, or the Secretariat Commentary on the 1976 Working Group draft reproduced in Honnold, Documentary History. The Secretariat Commentary on these provisions as they appeared in the 1978 UNCITRAL Draft is, however, reproduced in Honnold, Documentary History as Doc. C(3).

“After completing the 1976 ‘Sales’ draft, the Working Group gave preliminary consideration to the general approach to drafting rules on the formation of the contract. At its Seventh Session the Working Group requested the Secretary-General to analyze the 1964 Hague Convention on Formation (ULF) and the UNIDROIT draft Uniform Law on the Validity of Contracts for the International Sale of Goods (LUV) and to consider the desirability and feasibility of considering questions of both formation and validity in a single instrument, VII Yearbook 89, para. 14. The Secretary-General’s Report recommended that the work not extend to questions of validity” (Honnold, Documentary History 254).

CITATIONS: Report of the Secretary-General on Formation and Validity of Contracts (Feb. 1977) [for use at Sessions 8 and 9], UNCITRAL Yearbook VIII (1977), A/CN.9/128, Annex II (E.78.V.7), 90-109; Honnold, Documentary History, Doc. A(12), 254-273.

Working Group, Session 8, January 1977. Scope of the “Formation” draft; offer and acceptance.

“The Working Group, having completed the ‘Sales’ draft in Sessions 1-7, here turned to the rules on making (‘formation’) of the contract. (Work to complete the uniform rules now proceeded on two levels: In January 1977 the Working Group started work on a ‘Formation’ draft, and in May 1977 the full Commission took up the review of the Working Group ‘Sales’ draft. See Doc. B(1), infra. ) The work at this stage was based on the assumption that separate conventions would be prepared for ‘Sales’ and ‘Formation’. Consequently, the Working Group first prepared provisions on scope of applicability and other general questions. These provisions became redundant when UNCITRAL in 1978 combined the Formation and Sales drafts in a single convention. See Docs. B(2) and B(3), infra.

“Significant action by the Working Group at this session included rules on modification of agreements ( . . . [see CISG 29]), revocation of offers ( . . . see CISG 15-16), and effectiveness of acceptance ( . . . see CISG 18-23)” (Honnold, Documentary History).

CITATIONS: Report of the Eighth Session of the Working Group, UNCITRAL Yearbook VIII A/CN.9/128 (E.78.V.7), 73-90; Honnold, Documentary History, Doc. A(13), 274-291.

Working Group, Session 9, Sept. 1977. Completion of 1977 “Formation” draft.

“Action by the Working Group at [its ninth] session included: further consideration of rules on interpretation of the contract prepared at the eighth session ( . . . see CISG 8), a decision not to include general rules on avoidance for mistake . . . and adoption of a requirement of ‘fair dealing and good faith’ in the formation of contracts ( . . . cf. CISG 7(1)). The Working Group also reviewed the provisions on formation that it had prepared at the eighth session . . .” (Honnold, Documentary History 292).

CITATIONS: Report of the Ninth Session of the Working Group, UNCITRAL Yearbook IX (1978), A/CN.9/142 (E.80.V.8), 61-83; Honnold, Documentary History, Doc. A(14), 293-315.

“The Working Group’s ‘Formation’ draft, completed at this session, and a Secretariat Commentary on this draft were circulated to Governments and international organizations for comments” (Honnold, Documentary History 292).

CITATIONS: Secretariat Commentary on the “Formation” draft, UNCITRAL Yearbook IX (1978), A/CN.9/142, Part ID (E.80.V.8), 106-121; Analytical compilation of comments elicited by circulation of the “Formation” draft, UNCITRAL Yearbook IX (1978), A/CN.9/142, Part IF (E.80.V.8), 127-145.

Stage (2): The Commission (UNCITRAL), 1977 and 1978 Sessions

The full Commission, reviewed the Working Group drafts and consolidated them to form the UNCITRAL 1978 Draft Convention. The UNCITRAL 1978 Draft Convention is the document that is the subject of the Secretariat Commentary which, wherever relevant, is presented in this database as a hypertext link to the Roadmap to the legislative history of each article of the CISG.

UNCITRAL 1977 Session. Preparation of the 1977 UNCITRAL “Sales” Draft.

“UNCITRAL, at its [1977] session . . . reviewed the 1976 Working Group ‘Sales’ draft (see Doc. A(11), supra.) In this review a ‘Committee of the Whole’ (essentially the full Commission) in 32 meetings (23 May to 17 June 1977) prepared the 1977 draft Convention on the International Sale of Goods. The 40-page report of its deliberations and decisions [is cited below]” (Honnold, Documentary History 318).

CITATIONS: Report of the Committee of the Whole on the “Sales Draft”, UNCITRAL Yearbook VIII (1977), A/32/17, Annex I (E.78.V.7), 25-64; Honnold, Documentary History, Doc. B(1), 318-357.

UNCITRAL deferred until its 1978 session the question whether rules on the Formation of contracts should be separated from rules on Sales. To assist the Commission in its decision, the Working Group requested the Secretariat to make a study of drafting problems associated with a combination of the two into one convention.

CITATIONS: Report of the Secretary-General on incorporation of the provisions of the draft Convention on the Formation of Contracts for the International Sale of Goods into the draft Convention on the International Sale of Goods (Mar. 1978), UNCITRAL Yearbook IX (1978), A/CN.9/145 (E.80.V.8), 121-126; Honnold, Documentary History, Doc. B(2), 358-363.

UNCITRAL 1978 Session. Completion of the UNCITRAL 1978 Draft Convention.

“The Working Group preparations of its ‘Formation’ draft was reported in Doc. A(14), supra. The Commission at its [1978] session . . . reviewed the 1977 Working Group ‘Formation’ draft. The Commission’s deliberations and decisions on formation of the contract comprise the substance of the [document cited below]” (Honnold, Documentary History 364).

CITATIONS: Summary of deliberations of the Commission on the draft Convention on the Formation of Contracts for the International Sale of Goods, UNCITRAL Yearbook IX (1978), A/33/17, Annex I (E.80.V.8), 31-45; Honnold, Documentary History, Doc. B(3), 365-379.

“UNCITRAL then decided to integrate the drafts on ‘Formation’ and ‘Sales’ (Doc. B(1) [see also Docs. B(2) and B(3)], supra), and established a Drafting Group of ten States to implement this decision. UNCITRAL, Report of the [1978] Session . . . (A/33/17), paras. 20-22, IX Yearbook 13-14. These proceedings produced the 1978 UNCITRAL Draft Convention on Contracts for the International Sale of Goods” (Honnold, Documentary History 364).


PACE CISG DATABASEPace Law School Institute of International Commercial Law - Last updated January 7, 1999
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