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LEGISLATIVE HISTORY

Legislative history of CISG article 12:

Match-up with 1978 Draft to assess relevance of Secretariat Commentary


1978 Draft article 11

Any provision of article 10, article 27 or Part II of this Convention that allows a contract of sale or its modification or abrogation or any offer, acceptance, or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article (X) of this Convention. The parties may not derogate from or vary the effect of this article.

  

CISG article 12

Any provision of article 11, article 29 or Part II of this Convention that allows a contract of sale or its modification or termination by agreement or any offer, acceptance or other indication of intention to be made in any form other than in writing does not apply where any party has his place of business in a Contracting State which has made a declaration under article 96 of this Convention. The parties may not derogate from or vary the effect of this article.


Editorial comments

The Secretariat Commentary on 1978 Draft article 11 is relevant to CISG article 12. The only substantive difference is the reference to" termination by agreement" rather than to "abrogation". The explanation is:

"Mr. MEDVEDEV (Union of Soviet Socialist Republics) said that... the meaning of the English word 'abrogation'...did not seem to be very clear and [his delegation] would like to see it clarified. Mr. FARNSWORTH (United States of America) said that the work 'abrogation' did not correspond to a precise legal concept in the United States. It could apply either to termination by mutual agreement or to unilateral termination. However, the term was used several times in [CISG article 29] in the sense of termination by mutual agreement. It could therefore be considered to have the same meaning throughout the text of the Convention. Therefore, it would perhaps be preferable to replace it by the expression 'termination by mutual agreement', which would be less ambiguous. (Official Records, p.272.)

The Secretariat Commentary on 1978 Draft article 11 should be read in conjunction with this explanation.


Pace Law School Institute of International Commercial Law - Last updated July 12, 1999
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To examine 1978 Draft provisions in context, go to the full-text of the 1978 Draft || To examine CISG provisions in context, go to the full text of the CISG