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CISG article 25

Legislative history guidance provided: long form

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Citations to Summary Records of the Vienna Diplomatic Conference

Background information: The Official Text of the CISG was created at the 1980 Vienna Diplomatic Conference.

Article 25 citations contained in the Official Records of the Vienna Conference: Official Records of the United Nations Conference on Contracts for the International Sale of Goods, Vienna 10 March-11 April 1980, (hereinafter “Official Records”) A/CONF. 97/19 pp. 98-99, 206, 295-303, 329-330, 425-426. These documents are reprinted in Honnold, “Documentary History of the Uniform Law for International Sales” (Kluwer 1989) (hereinafter “Documentary History”) pp. 670-671, 741, 516-524, 550-551, 646-647. For electronic access to this material, go to Chronology of development of Article 25 at the 1980 Vienna Diplomatic Conference.

Data on the Secretariat Commentary

Background information: When the delegates to the Vienna Diplomatic Conference met in 1980 to adopt the CISG, they considered a 1978 Draft accompanied by a Secretariat Commentary on it. The Secretariat Commentary is on 1978 Draft article 23 (which became CISG article 25). Changes were made to article 23 of the 1978 Draft. Accordingly, the Secretariat Commentary on 1978 Draft article 23 should not be regarded as entirely relevant to the interpretation of CISG article 25.

Citations to UNCITRAL Yearbooks

Background information: The 1978 Draft and the Secretariat Commentary that accompanied it were preceded by ten years of UNCITRAL deliberations. They are recorded in UNCITRAL Yearbooks.

Problem: The UNCITRAL Yearbooks are not user-friendly because they are not indexed. Also, the article numbering system changed many times prior to the Vienna Diplomatic Conference. Absent a guide, locating relevant segments of this legislative history can be difficult. Searching the Yearbooks for material on this segment of the legislative history of the CISG is like “looking for a needle in a haystack” (actually nine haystacks). Also, some of the Yearbooks have at times been out of print.

Solution: Honnold’s Documentary History makes most of this material much more accessible. The Documentary History contains indexed and cross-referenced photo-offset pages of the Yearbooks. The Documentary History is the best path to this segment of the legislative history. Citations to it, rather than the Yearbooks themselves, are presented below.

Article 25 citations to the UNCITRAL legislative history prior to the Vienna Conference: UNCITRAL Yearbooks II (1970), III (1972), VI (1975) and VIII (1977); see Honnold, Documentary History, pp. 52, 64-65, 88-90, 219-220, 236, 244, 325-324. For libraries that have the Yearbooks but not the Documentary History, see cross reference to the applicable Yearbook citations.

New Development: UNCITRAL has entered on the Internet all of the cited Yearbooks. Go to <http://www.uncitral.org/uncitral/en/publications/yearbook.html>

Caveat: There is, of course, a caveat associated with the use of this element of the legislative history as well as any other element of the legislative history of this or any other convention or statutory text. The caveat is illustrated by a U.S. Supreme Court decision (on another subject) in which the majority and the dissenting opinion quote from the same legislative history to support opposing points of view. See Volkswagenwerk A.G. v. Schlunk, 486 U.S. 694 (1988). Any legislative history must be used with care. When so used, elements of the CISG’s legislative history can at times be quite helpful.

Additional data provided: Report on the manner in which over a ten-year period (results summarized in the Secretariat Commentary), UNCITRAL matured the text considered by the delegates to the 1980 Vienna Diplomatic Conference. See UNCITRAL legislative history for a general explanation of the progression of events recorded in the Yearbooks and the roles assigned to the UNCITRAL Working Groups and Committees during the deliberations that led to the 1978 Draft of the CISG.

Data on the pre-UNCITRAL legislative history of the CISG

Background information: Certain concepts contained in the Hague Formation and Sales Conventions of 1964 (ULF and ULIS) influenced the CISG. The UNCITRAL Yearbook deliberations on the CISG commenced with the texts of these conventions. Some CISG articles are similar to their ULIS-ULF antecedents; some were changed. Where a Hague Convention concept was carried forward, ULF and ULIS deliberations, commentaries, and case law can be relevant to the proper interpretation of CISG provisions: hundreds of court decisions were handed down on the ULF and ULIS Conventions and many commentaries were written on those antecedents to the CISG.

An aid to determining whether interpretations of antecedents to the CISG can be relevant to the interpretation of this article: See Article 25: ULIS-ULF/CISG, for a match-up of ULF and ULIS provisions with this article of the CISG. Citations to antecedents contained in the Secretariat Commentary are the primary guide to this match-up of antecedents. European commentators, particularly from Germany and the Netherlands, frequently refer to such ULIS and ULF antecedents of the CISG.

Paths: The current paths to ULIS and ULF case law are primarily in German or Dutch texts among the best of which is “Internationale Rechtsprechung zu EKG und EAG” [International case law on ULIS and ULF -- in German], Schlechtriem & Magnus, eds. (Nomos, Baden-Baden 1987). Over time, English translations of selected ULIS and ULF cases will be presented in the CISG W3 database.

Caveat: Even where counterpart provisions appear similar or virtually identical, a further verification is necessary prior to applying ULIS/ULF concepts to the CISG. Each provision of each uniform law must be evaluated in its own context, in the setting of the uniform law in which it is contained. For this purpose, see full text of CISG, full text of ULIS and full text of ULF.

Pace Law School Institute of International Commercial Law - Last updated May 3, 2007
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