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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

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Article 31

If the seller is not bound to deliver the goods at any other particular place, his obligation to deliver consists: (a) if the contract of sale involves carriage of the goods - in handing the goods over to the first carrier for transmission to the buyer;

(b) if, in cases not within the preceding subparagraph, the contract relates to specific goods, or unidentified goods to be drawn from a specific stock or to be manufactured or produced, and at the time of the conclusion of the contract the parties knew that the goods were at, or were to be manufactured or produced at, a particular place - in placing the goods at the buyer's disposal at that place;

(c) in other cases - in placing the goods at the buyer's disposal at the place where the seller had his place of business at the time of the conclusion of the contract.

COMMENT

1. Art. 31 corresponds to OSGA 28 and UCC 2-308 and contains some very elementary rules about the place of delivery where the contract of sale contains no contrary provisions. Delivery is not defined in art. 31 but presumably has the same meaning as in OSGA 1(1)(d), viz. the voluntary transfer of possession of the goods. In international contracts of a commercial character it is most unlikely that the contract will not spell out the delivery terms more fully; hence art. 31 is not likely to be of great practical importance.

2. (a) Art. 31(a) involves a shipment contract, i.e., a contract obligating the seller to deliver the goods for transmission to the buyer or the buyer's order. In practice, the seller's shipping obligations will be much more precisely specified in terms of a recognized trade term such as "f.o.b.", "c.&.f." or "c.i.f." named place of shipment. CISG, like the OSGA, neither refers to such delivery terms nor attempts to define them. The Code does both: see UCC 2-319 to 2-323, and UCC 2-509.

(b) Art. 31 (b) corresponds to OSGA 28(1) and UCC 2-308(b), but is wider than both in so far as it covers future goods - goods to be manufactured or produced at a particular place - and goods to be drawn from a specific stock as well as specific goods.

(c) Art. 31 (c) embraces the residuary category and corresponds to OSGA 28(1) and UCC 2-308(a). Art. 31(c) only refers to the seller's place of business, but it is clear from art. 9(b) that this includes the seller's habitual residence where the seller has no place of business. Hence there is no difference between CISG and the OSGA and Code provisions on this score.

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Pace Law School Institute of International Commercial Law - Last updated April 23, 1999
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