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

Digest of Article 30 case law [reproduced with permission of UNCITRAL] [*]

[Text of article
Overview: Meaning and Purpose of the Provision
Obligation to Deliver
Obligation to hand over documents
Obligation to transfer property
Other obligations]

Article 30

The seller must deliver the goods, hand over any documents relating to them and transfer the property in the goods, as required by the contract and this Convention.

OVERVIEW: Meaning and Purpose of the Provision

Article 30 identifies and summarizes the main duties that the seller is obliged to fulfil. Together with article 53, the provision has been found to contain an implicit definition of sale.[1] The seller is also bound to perform any additional obligations provided for in the contract, as well as duties mandated by a usage or practice between the parties as provided in article 9. Such additional obligations could include, for example, a contractual duty to deliver exclusively to the buyer.[2]

Obligation to Deliver

Article 30 provides that the seller is obliged to deliver the goods. In several instances parties to a contract governed by the Convention have specified the duty to deliver by using a price-delivery term (such as one defined in the Incoterms), which then prevails over the rules of the Convention.[3]

Obligation to hand over documents

Article 30 obliges the seller to hand over documents relating to the goods, but does not itself impose a duty on the seller to arrange for the issuance of such documents.[4]

Obligation to transfer property

Although the Convention “is not concerned with the effect which the contract may have on the property in the goods sold” (article 4 (b)), the seller's principal obligation under article 30 is to transfer the property in the goods to the buyer. Whether the property in the goods has in fact been transferred to the buyer is not a question governed by the Convention; it must be determined by reference to the law designated by the rules of private international law of the forum. In addition, the effect of a retention of title clause on the property in the goods is not governed by the Convention,[5] but rather by the law designated by the rules of private international law of the forum. One court has stated, however, that whether a retention of title clause has been validly agreed upon, and whether an alleged retention of title constitutes a breach of contract, must be determined by reference to the rules of the Convention.[6]

Other obligations

The Convention itself provides for seller obligations not mentioned in article 30. These include the duties described in Chapter V (articles 71-88, on obligations common to the buyer and the seller), and obligations derived from usages or practices between the parties as provided in article 9. Moreover, the contract can always provide for further obligations of the seller—for instance, to install the sold goods.[7]


NOTES

* 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. See, e.g., CLOUT case No. 916 [CROATIA High Commercial Court 19 December 2006]. Article 30 is often cited merely to state the basis for the seller's duty to deliver: see, e.g., CLOUT case No. 680 [CHINA International Economic and Trade Arbitration Commission, People's Republic of China, 8 March 1996]; CLOUT case No. 683 [CHINA International Economic and Trade Arbitration Commission, People's Republic of China, 1 January 1999]; CLOUT case No. 684 [CHINA International Economic and Trade Arbitration Commission, People's Republic of China, 12 April 1999]; CLOUT case No. 732 [SPAIN Audiencia Provincial de Palencia 26 September 2005]; CLOUT case No. 652 [ITALY Tribunale di Padova 10 January 2006]; CLOUT case No. 959 [BELARUS Economic Court of Grodno Region, 23 July 2008].

2. See, e.g., CLOUT case No. 2 [GERMANY Oberlandesgericht Frankfurt 17 September 1991].

3. Compare, e.g., CLOUT case No. 244 [FRANCE Cour d'appel, Paris, 4 March 1998] (Incoterm EXW used) (see full text of the decision); CLOUT case No. 340 [GERMANY Oberlandesgericht Oldenburg 22 September 1998] (Incoterm DDP used). See also paragraphs 3, 5 and 11 of the Digest for article 31.

4. The seller's obligation to hand over documents relating to the goods is further particularized in article 34. It has been held that, in a documentary sale, the buyer is generally not entitled to require delivery of the documents before payment: CLOUT case No. 864 [CHINA International Economic and Trade Arbitration Commission, People's Republic of China, 25 June 1997].

5. CLOUT case No. 226 [GERMANY Oberlandesgericht Koblenz 16 January 1992]; [GERMANY Landgericht Freiburg 22 August 2002] (if according to the applicable law property in a stolen car cannot be transferred, the seller has not fulfilled its duty).

6. CLOUT case No. 308 [AUSTRALIA Federal Court of Australia 28 April 1995].

7. See, e.g., CLOUT case No. 940 [NETHERLANDS Gerechtshof Arnhem 15 August 2006].


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