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LEGISLATIVE HISTORY

Legislative history of CISG article 18:
Match-up with 1978 Draft to assess relevance of Secretariat Commentary

      1978 Draft article 16                           CISG article 18 

(1)A statement made by or other con-     (1)A statement made by or other con-   
   duct of the offeree indicating assent    duct of the offeree indicating assent  
   to an offer is an acceptance. Silence    to an offer is an acceptance. Silence 
   shall not in itself amount to accep-     or inactivity does not in itself 
   tance.                                   amount to acceptance.           

(2)Subject to paragraph (3) of this arti-(2)An acceptance of an offer becomes  
   cle, acceptance of an offer becomes      effective at the moment the indica-  
   effective at the moment the indica-      tion of assent reaches the offeror.   
   tion of assent reaches the offerer.      An acceptance is not effective if the  
   An acceptance is not effective if the    indication of assent does not reach 
   indication of assent does not reach      the offeror within the time he has  
   the offeror within the time he has       fixed or, if not time is fixed, within a 
   fixed or, if no time is fixed, within a  reasonable time, due account being 
   reasonable time, due account being       taken of the circumstances of the  
   taken of the circumstances of the        transaction, including the rapidity  
   transaction, including the rapidity      of the means of communication em-    
   of the means of communication em-        ployed by the offeror.  An oral offer  
   ployed by the offeror. An oral offer     must be accepted immediately un-   
   must be accepted immediately un-         less the circumstances indicate   
   less the circumstances indicate          otherwise.                        
   otherwise.

(3)However, if by virtue of the offer or (3)However, if by virtue of the offer or 
   as a result of practices which the       as a result of practices which the  
   parties have established between         parties have established between    
   themselves or of usage, the offeree      themselves or of usage, the offeree 
   may indicate assent by performing        may indicate assent by performing   
   an act, such as one relating to the      an act, such as one relating to the 
   dispatch of the goods or payment of      dispatch of the goods or payment of 
   the price, without notice to the         the price, without notice to the   
   offeror, the acceptance is effective     offeror, the acceptance is effective 
   at the moment the act is performed       at the moment the act is performed 
   provided that the act is performed       provided that the act is performed
   within the period of time laid down      within the period of time laid down 
   in paragraph (2) of this article.        in the preceding paragraph.         


Editorial comments
The Secretariat Commentary on 1978 Draft article 16 is relevant to CISG
article 18.  The only substantive difference between these provisons is the
reference to "Silence or inactivity" rather than merely to "Silence" in
paragraph (1).  Delegates to the Vienna Diplomatic Conference have commented
on this as follows:

"Mr. FELTHAM (United Kingdom), introducing his delegation's amendment
[said that] to insert the words 'or inactivity' after the word
'silence' did not affect the basic meaning... Mr. KRISPIS (Greece)
[said that] the word 'inactivity' was... a useful addition since
acceptance might result from certain acts on the part of the
offeree... Mr. ROGNLEIN (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 sextion, amoun to acceptance.... 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 to follow up his earlier expression of interest... The amendment
was adopted by 16 votes to 15" (Official Records, p. 280).
"The words 'or inactivity' which were added to paragraph (1) were intended 
to indicate that totally passive behaviour is to be treated the same as 
silence"  (Schlechtriem, Uniform Sales Law - The UN Convention on Contracts 
for the International Sale of Goods, Manz Verlag, Vienna 1986, p. 54).
   
The Secretariat Commentary on 1978 Draft article 16 should be read in
conjunction with this explanation. 

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