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LEGISLATIVE HISTORY

Legislative history of CISG article 29: Match-up with 1978 Draft to assess relevance of Secretariat Commentary


1978 Draft article 27

(1) A contract may be modified or abrogated by the mere agreement of the parties.

(2) A written contract which contains a provision requiring any modification or abrogation to be in writing may not be otherwise modified or abrogated. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.

  

CISG article 29

(1) A contract may be modified or terminated by the mere agreement of the parties.

(2) A contract in writing which contains a provision requiring any modification or termination by agreement to be in writing may not be otherwise modified or terminated by agreement. However, a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct.


Editorial comments

The Secretariat Commentary on 1978 Draft article 27 remains relevant to CISG article 29. The key difference between these articles is the substitution of "termination by agreement" for "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 word '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 27 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