(A/CONF.97/C.1/L.56, L.86, L.90)
[United Kingdom (A/CONF.97/C.1/L.56):
Revise paragraph (1) of article 16 [became article 18] to read as follows:
"A statement made by or other conduct of the offeree indicating unqualified assent to an offer is an acceptance. Silence or incapacity shall not of themselves amount to acceptance.
48. Mr. FELTHAM (United Kingdom), introducing his delegation's amendment (A/CONF.97/C.1/L.56) to article 16 [became CISG article 18 ], paragraph 1, suggested that the first of the two changes proposed, the insertion of the word "unqualified" before the word "assent", was related to the United Kingdom proposal with regard to article 17 [became CISG article 19 ], and should perhaps be left aside until article 17 [became CISG article 19 ] was dealt with. The second change, to insert the words "or inactivity" after the word "silence" did not affect the basic meaning.
49. Mr. KRISPIS (Greece) supported both points in the United Kingdom proposal. The word "unqualified" was important, because without it there was some danger of confusion between acceptance of an offer and the final stage of negotiations. The word "inactivity" was also a useful addition since acceptance might result from certain acts on the part of the offeree.
50. Mr. FELTHAM (United Kingdom) pointed out that his proposed addition of the word "unqualified" would only stand if the United Kingdom proposals for the deletion of paragraphs 2 and 3 of article 17 [became CISG article 19 ] were accepted. If those proposals were not accepted, his amendment would result in an inconsistency between articles 16 [became CISG article 18 ] and 17 [became CISG article 19 ].
51. The CHAIRMAN suggested that discussion of the first point in the United Kingdom proposed amendment be deferred until article 17 [became CISG article 19 ] was discussed and invited comments on the second proposed change.
52. Mr. ROGNLIEN (Norway) said he could not see the need for the proposed addition. The meaning of the words proposed was not clear to him. Were words which were put verbally or in writing considered activity or inactivity? What about a statement of acceptance? If it was regarded as inactivity, it would not, under the amended section, amount to acceptance.
53. Mr. DATE-BAH (Ghana) thought that addition of the words "or inactivity" might be useful in situations where, for example, the offeree had not been silent, but had failed to follow up his earlier expression of interest.
54. Mr. VISCHER (Switzerland) supported the United Kingdom proposal.
55. The CHAIRMAN put to the vote the United Kingdom amendment to the second sentence in article 16 [became CISG article 18 ], paragraph 1.
56. The amendment was adopted by 16 votes to 15.
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