Matchup of CISG Article 55 with ULIS/ULF Go to Database Directory || Go to CISG Table of Contents

LEGISLATIVE HISTORY

CISG ANTECEDENTS


CISG Article 55

Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price, the parties are considered, in the absence of any indication to the contrary, to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade concerned.

  

ULIS Article 57

Where a contract has been concluded but does not state a price or make provision for the determination of the price, the buyer shall be bound to pay the price generally charged by the seller at the time of the conclusion of the contract.


Comments on the match-up

"Article 57 ULIS provides that if the contract does not state a price or make provision for its determination, then the buyer must pay the price generally charged by the seller at the time of the conclusion of the contract. Article 57 ULIS is also regarded as precluding recourse to domestic provisions that invalidate such a contract on the ground that the price is indefinite.

"[T]wo criticisms were made of Article 57 ULIS. First, it was objected that the issue of the indefinite price was a matter concerning the validity of the contract which therefore fell outside the scope of the Convention. Secondly, doubts were expressed regarding the practicability and reasonableness of the rule in ULIS, because it provided for payment of the price generally charged by the seller. Such a price was often difficult to determine and the buyer had no protection against excessively high prices. . . .

"[With respect to the first criticism, CISG Article 55] represent[s] a decisive change, since its introductory words ('if a contract has been validly concluded') made it clear that its provisions applied only if the contract was still valid under the applicable law even though a price had not been determined. That marked a clear departure from ULIS, because in view of its history, Article 57 ULIS had to be understood as excluding recourse to domestic provisions that invalidated a contract whose price was indefinite. . . ." Hager in Commentary on the UN Convention on the International Sale of Goods, Peter Schlechtriem ed. (Oxford 1998) 460-461 [citations omitted].

With respect to the second criticism, CISG Article 55 refers to "the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade concerned", rather than "the price generally charged by the seller at the time of the conclusion of the contract".


Pace Law School Institute of International Commercial Law - Last updated June 22, 1998
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