Matchup of CISG Article 14 with ULIS/ULF Go to Database Directory || Go to CISG Table of Contents || Go to full text of CISG || Go to full text of ULF

LEGISLATIVE HISTORY

"The rules under Part II of the CISG [Articles 14 through 24] are based largely on the Uniform Law on the Formation of Contracts for the International Sale of Goods [ULF]. . . . It will have to be taken into consideration . . . that courts of those countries which were parties to the Hague Convention will resort to decisions regarding the ULF when it comes to interpreting the CISG insofar as the old rules were retained . . ." Fritz Enderlein/Dietrich Maskow, International Sales Law: United Nations Convention on Contracts for the International Sale of Goods (Oceana 1992) 82.

CISG ANTECEDENTS


CISG Article 14

1. A proposal for concluding a contract addressed to one or more specific persons constitutes an offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.

2. A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.

  

ULF Article 4

1. The communication which one person addresses to one or more specific persons with the object of concluding a contract of sale shall not constitute an offer unless it is sufficiently definite to permit the conclusion of the contract by acceptance and indicates the intention of the offeror to be bound.

2. This communication may be interpreted by reference to and supplemented by the preliminary negotiations, any practices which the parties have established between themselves, usage and any applicable legal rules for contracts of sale.


Comments on the match-up

A key common element of CISG Article 14 and ULIS Article 4(1) is the phrase "sufficiently definite". CISG Article 14 elaborates on the meaning of this phrase, stating: "A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price."


Illustrative ULF case precedents that can aid in the interpretation of CISG Article 14

ULF case law referred to below comes from the chapter on CISG Article 14 in Commentary on the UN Convention on the International Sale of Goods, Peter Schlechtriem ed. (Clarendon Press: Oxford 1998).

The author of this chapter is Peter Schlechtriem, Professor University of Freiburg. [Bracketed] material following each case citation identifies the page of his chapter and the footnote he provides. Click here for schedule of abbreviations contained in his case citations.

Interpretation and ULF case support

The material we have excerpted pertains only to case law under the Uniform Law that preceded the CISG -- jurisprudence that parties have regarded as relevant because the CISG drafting process commenced with that Law. See the cited chapter of the Schlechtriem Commentary for a comprehensive analysis of CISG Article 14.

The phrase "sufficiently definite"

Related interpretive issues


Pace Law School Institute of International Commercial Law - Last updated June 3, 1998
Comments/Contributions

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