| See also: | UNCITRAL Digest cases plus added cases Above plus annotations and added material |
The UNCITRAL Digest of case law on the United
Nations Convention on the International Sale of Goods [*]
A/CN.9/SER.C/DIGEST/CISG/16. [8 June 2004]
Reproduced with the permission of UNCITRAL.
| ARTICLE 16
(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance. (2) However, an offer cannot be revoked: (a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or (b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer. |
DIGEST OF ARTICLE 16 CASE LAW
1. Paragraph (1) of article 16 sets out rules for the effective revocation of an offer. (Article 24 defines when a revocation "reaches" the offeree.) Article 15(2) provides that an offeror may withdraw an offer as long as the withdrawal reaches the offeree no later than the time the offer reaches the offeree. After the offer has reached the offeree, article 16(1) empowers the offeror to revoke the offer if the revocation reaches the offeree before he has dispatched an acceptance unless the offer cannot be revoked by virtue of article 16(2). Although there have been citations to article 16,[1] there are no reported cases interpreting paragraph (1).
2. Sub-paragraph (a) of paragraph (2) provides that an offer cannot be revoked if it indicates that it is irrevocable, whether by stating a fixed time for acceptance or otherwise. There are no reported cases applying this sub-paragraph.
3. Sub-paragraph (b) of paragraph (2) provides that an offer cannot be revoked if the offeree relied on the offer and it was reasonable for him to do so. This sub-paragraph has been cited as evidence of a general principle of estoppel ("venire contra factum proprium").[2] It has also been held that domestic legal rules on promissory estoppel are not preempted except when the Sales Convention provides the equivalent of promissory estoppel, such as it does in sub-paragraph (b).[3]
FOOTNOTES
* The present text was prepared using the full text of the decisions cited in the Case Law on UNCITRAL Texts (CLOUT) abstracts and other citations listed in the footnotes. The abstracts are intended to serve only as summaries of the underlying decisions and may not reflect all the points made in the digest. Readers are advised to consult the full texts of the listed court and arbitral decisions rather than relying solely on the CLOUT abstracts.
[Citations to cisgw3 case presentations have been substituted [in brackets] for the case citations provided in the UNCITRAL Digest. This substitution has been made to facilitate online access to CLOUT abstracts, original texts of court and arbitral decisions, and full text English translations of these texts (available in most but not all cases). For citations UNCITRAL had used, go to <http://www.uncitral.org/english/clout/digest_cisg_e.htm>.]
1. The following decision cites article 16 but because the case did not involve irrevocability of the offer -- see para. 2 -- the citation effectively refers to paragraph (1) of article 16: [GERMANY Landgericht [District Court] Oldenburg 28 February 1996, available online at <http://cisgw3.law.pace.edu/cases/960228g1.html>] (citing arts. 14, 15, 16, 17, 18 and 19).
2. CLOUT case No. 94 [AUSTRIA Vienna Arbitration Award No. SCH-4318, 15 June 1994, available online at <http://cisgw3.law.pace.edu/cases/940615a4.html>] (seller's continued requests for information about complaints induced buyer to believe that seller would not raise defense that notice of nonconformity was not timely).
3. [UNITED STATES Geneva Pharmaceuticals Tech. Corp. v. Barr Labs. Inc. Federal District Court [New York] 10 May 2002 available online at <http://cisgw3.law.pace.edu/cases/020510u1.html>] (finding limited to scope of promissory estoppel as claimed by buyer).
Pace Law School Institute of International Commercial Law - Last updated July 21, 2005