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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

(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence shall not in itself amount to acceptance.

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

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

  

CISG article 18

(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance.

(2) An acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if not time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.

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


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