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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 88

(1) A party who is bound to preserve the goods in accordance with article 85 or 86 may sell them by any appropriate means if there has been an unreasonable delay by the other party in taking possession of the goods or in taking them back or in paying the price or the cost of preservation, provided that reasonable notice of the intention to sell has been given to the other party.

(2) If the goods are subject to rapid deterioration or their preservation would involve unreasonable expense, a party who is bound to preserve the goods in accordance with article 85 or 86 must take reasonable measures to sell them. To the extent possible he must give notice to the other party of his intention to sell.

(3) A party selling the goods has the right to retain out of the proceeds of sale an amount equal to the reasonable expenses of preserving the goods and of selling them. He must account to the other party for the balance.

COMMENT

Again there is no counterpart to art. 88 in the provincial Acts, but the aarticle finds a close parallel in UCC 2-603 and 2-604 and should prove quite unobjectionable. A number of differences should be noted between the Code provisions and art. 88: (i) under UCC 2-603 the buyer is bound to follow any reasonable instructions received from the seller with respect to the goods, and (ii) under 2-604 he is entitled to reship the goods to the seller at the seller's expense.

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