2008 UNCITRAL Digest of case law on the United Nations Convention on the International Sale of Goods
Digest of Article 21 case law [reproduced with permission of UNCITRAL] [*]
(1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect.
(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.
1. Article 21 provides that a late acceptance is nevertheless effective if the conditions set out in paragraphs (1) or (2) are satisfied. Other provisions of Part II of the Convention defined when an acceptance is late. Thus article 18(2) requires a timely acceptance to reach the offeror within the time period specified in that paragraph and calculated as provided in article 20; article 24 defines when a revocation "reaches" the offeree. Article 18(3), however, identifies circumstances in which an acceptance is effective when the offeree performs an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror [...].
2. Paragraph (1) provides that a late acceptance is effective if the offeror notifies the offeree without delay that the acceptance is effective.
3. Paragraph (2) provides that a "letter or other writing containing a late acceptance" is nevertheless effective as an acceptance if the writing shows that it would normally have reached the offeror within the time period for acceptance, unless the offeror notifies the offeree without delay that he considers the offer to have lapsed. There are no reported cases applying paragraph (2).
[See also the overview comments UNCITRAL has prepared to introduce all of the Formation provisions of the CISG (articles 14 through 24). They discuss the following subjects: Permitted Reservations by Contracting States, Exclusivity of Part II, Validity of Contract, Formal Requirements, Incorporating Standard Terms, and Commercial Letters of Confirmation.]
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1. [ICC International Court of Arbitration, Award 7844 of 1994 (Radio equipment case)] (reference to Austrian law and Convention for proposition that a late acceptance would not be effective unless the offeror notified offeree without delay that the acceptance is effective).