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2012 UNCITRAL Digest of case law on the United Nations Convention on the International Sale of Goods

Digest of Article 24 case law [reproduced with permission of UNCITRAL] [*]

[Text of article
Scope of article 24
Oral communications
Other communications
Language of communication]

Article 24

For the purposes of the Part of the Convention, an offer, declaration of acceptance or any other indication of intention “reaches” the addressee when it is made orally to him or delivered by any other means to him personally, to his place of business or mailing address or, if he does not have a place of business or mailing address, to his habitual residence.


1. Article 24 defines, for the purposes of Part II (governing formation of the contract), when a communication reaches the other party. Part II of the Convention refers to the time when a communication “reaches” the other party in articles 15 (1) (time when an offer becomes effective), 15 (2) (withdrawal of offer), 16 (1) (revocation of acceptance), 17 (rejection of an offer), 18 (2) (time when an acceptance becomes effective), 20(1) (commencement of time period for acceptance if an offer is made via instantaneous means of communication), 21 (2) (late acceptance that normally would have arrived in time), and 23 (time of conclusion of contract).

Scope of Article 24

2. Article 24 applies only to communications made before or at the time the contract is concluded. For communications after the contract is concluded, article 27 provides that the addressee bears the risk of non-receipt or of delay or error.[1]

Oral Communications

3. An oral communication reaches the addressee when it is made to him. There are no reported cases applying this provision.

Other Communications

4. Any other communication reaches the addressee when it is delivered to the addressee personally or to his business or mailing address. If the addressee does not have a place of business or mailing address, a communication reaches the addressee when it is delivered to his habitual residence. A communication delivered to the relevant address is effective even if the addressee has changed its address.[2] One court has stated that a declaration of intent reaches its addressee if it has entered the addressee’s sphere in a fashion that affords the latter the possibility, under normal circumstances, to become aware of the content of the declaration; and that any facilities set up by the addressee for the receipt of declarations of intent form part of the addressee’s sphere of control.[3]

Language of Communication

5. Article 24 does not expressly address whether a communication in a language that the addressee is unable to understand “reaches” the addressee. Under paragraphs (1) and (2) of article 8, a party’s communication is to be interpreted in accordance with the common understanding of the parties or, absent such a common understanding, in accordance with the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances. One court has stated that, pursuant to article 8, a communication does not “reach” the addressee unless the language of the communication was agreed to by the parties, used by the parties in their prior dealings, or customary in the trade.[4] Several other courts have given no effect to standard terms when they were not translated into the language of the other party.[5]


* This presentation of the UNCITRAL Digest is a slightly modified version of the original UNCITRAL text at <http://www.uncitral.org/pdf/english/clout/CISG-digest-2012-e.pdf>. The following modifications were made by the Institute of International Commercial Law of the Pace University School of Law:

   -    To enhance access to contents by computer search engines, we present in html rather than pdf;
   -    To facilitate direct focus on aspects of the Digests of most immediate interest, we inserted linked tables of contents at the outset of most presentations;
   -    To support UNCITRAL's recommendation to read more on the cases reported in the Digests, we provide mouse-click access to (i) CLOUT abstracts published by UNCITRAL (and to UNILEX case abstracts and other case abstracts); and also (ii) to full-text English translations of cases with links to original texts of cases, where available, in [bracketed citations] that we have added to UNCITRAL's footnotes; and
   -    To enable researchers to themselves keep the case citations provided in the Digests constantly current, we have created a series of tandem documents, UNCITRAL Digest Cases + Added Cases. The new cases and other cases that are cited in these updates are coded in accordance with UNCITRAL's Thesaurus.

1. But see [NETHERLANDS Arrondissementsrechtbank, Amsterdam 5 October 1994] (applying article 24 to seller’s letter responding to buyer’s explanation for partial rejection of the goods).

2. [NETHERLANDS Arrondissementsrechtbank, Amsterdam 5 October 1994] (seller’s letter in response to buyer’s explanation for partial rejection of the goods “reached” the buyer even though buyer did not actually receive it because of change of address).

3. [GERMANY Oberlandesgericht Dresden 10 November 2006] (a notice sent by fax to an office shared by the addressee with other companies).

4. CLOUT case No. 132 [GERMANY Oberlandesgericht Hamm 8 February 1995] (discussion of “language risk” in light of article 8).

5. CLOUT case No. 345 [GERMANY Landgericht Heilbronn 15 September 1997] (standard terms stated exclusively in German language sent by a German seller to an Italian buyer); [GERMANY Amtsgericht Kehl 6 October 1995] (standard terms stated exclusively in German language sent by a German buyer to an Italian seller).

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