Guide to the use of this commentary
The Secretariat Commentary is on the 1978 Draft of the CISG, not the Official Text, which re-numbered most of the articles of the 1978 Draft. The Secretariat Commentary on article 22 of the 1978 Draft is quoted below with the article references contained in this commentary conformed to the numerical sequences of the Official Text, e.g., article 22 [draft counterpart of CISG article 24].
To the extent it is relevant to the Official Text, the
Secretariat Commentary on the 1978 Draft is perhaps the
most authoritative source one can cite. It is the
closest counterpart to an Official Commentary on the
CISG. A match-up of this article of the 1978 Draft
with the version adopted for the Official Text is
necessary to document the relevancy of the Secretariat
Commentary on this article. See the match-up for this article for a validation of citations to this
Secretariat Commentary. This Match-up indicates that article 22 of the 1978 Draft
and CISG article 24 are substantively identical.
Text of Secretariat Commentary on article 22 of the 1978 Draft
[draft counterpart of CISG article 24] [Definition: "reaches"]
PRIOR UNIFORM LAW
ULF, article 12.
1. Article 22 [draft counterpart of CISG article 24] defines the point of time at which any indication of intention "reaches" the addressee for the purposes of Part II of this Convention. A communication "reaches" the addressee when it is delivered to him, not when it is dispatched.
2. One consequence of this rule, as set out in articles 13 and 20 [draft counterpart of CISG articles 15 and 22], is that an offer, whether revocable or irrevocable, or an acceptance may be withdrawn if the withdrawal reaches the other party before or at the same time as the offer or the acceptance which is being withdrawn. Furthermore, an offeree who learns of an offer from a third person prior to the moment it reaches him may not accept the offer until it has reached him. Of course, a person authorized by the offeror to transmit the offer is not a third person in this context.
3. An offer, an acceptance or other indication of intention "reaches" the addressee when it is delivered to "his place of business or mailing address." In such a case it will have legal effect even though some time may pass before the addressee, if the addressee is an individual, or the person responsible, if the addressee is an organization, knows of it.
4. When the addressee does not have a place of business or a mailing address, and only in such a situation, an indication of intention "reaches" the addressee on delivery to his habitual residence, i.e., his personal abode [see footnote 1]. As with an indication of intention delivered to the addressee's place of business or mailing address, it will produce its legal effect even though the addressee may not know of its delivery.
5. In addition, the indication of intention "reaches" the addressee whenever it is made personally to him, whether orally or by any other means. There are no geographical limitations on the place at which personal delivery can be made . . . In fact such delivery is often made directly to the addressee at some place other than his place of business. Such delivery may take place at the place of business of the other party, at the addressee's hotel, or at any other place at which the addressee may be located.
6. Personal delivery to an addressee which has legal personality
includes personal delivery to an agent who has the requisite
authority. The question as to who would be an authorized agent
is left to the applicable law (OFFICIAL RECORDS, p. 26).
1. See also Article 9(b) [draft counterpart of CISG article 10(b)].