Go to Database Directory || Go to Table of Contents to Annotated Text of CISG

Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods

Professor Jacob S. Ziegel, University of Toronto
July 1981

(. . .)

Article 15

(1) An offer becomes effective when it reaches the offeree.

(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.

COMMENT

1. It is not clear to what extent the common law rules of offer differ from the rule in art. 15(1). The common law rule is that an offer cannot be accepted until the offeree learns of it [Cheshire & Fifoot, The Law of Contract, 7th ed., pp. 45-46] but it is not clear whether he must learn of it in the manner intended by the offeror. Art. 15(1) states that an offer is not "effective" until it reaches the offeree. "Reaches" is defined in art. 24 (formerly art. 22) and is interpreted in the [Secretariat] Commentary (p. 71) to mean that "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" If this is correct, a purported acceptance by the offeree will be a nullity and the offeror may withdraw even an irrevocable offer at any time before it reaches the offeree.

2. Art. 15(2) deals with the unusual situation where the withdrawal of an offer reaches the offeree before or at the same time as the offer. The meaning of "at the same time" is not defined and could be of importance if the two communications are only separated by minutes and the offer purports to be irrevocable. Presumably a tribunal will be guided by the underlying rationale of 15(2) and (quaere) by whether or not the two communications might be expected to come to the attention of a responsible officer of the offeree at the same time.

(. . .)

Go to entire text of Ziegel Commentary


Pace Law School Institute of International Commercial Law - Last updated April 1, 1999
Comments/Contributions

Go to Database Directory || Go to Bibliography