UNCITRAL

1992. UNCITRAL Secretariat. UNCITRAL Congress. Uniform Commercial Law in the Twenty-First Century: Proceedings of the Congress of the United Nations Commission on International Trade Law, 18-22 May 1992, New York: United Nations. A/CN.9/SER.D/1, Sales No. 94.V.14 (1995) 276 p. [For reviews of this publication of these proceedings, see V. Nagarajan, Uniform Commercial Law in the 21st Century, Law Asia (1996-97) 71-72; Camera di Commercio internazionale, Sezione Italiana (28 March 1997); Associazione italiana per l'arbitrato (7 May 1997)]

Object of proceedings

"The UNCITRAL Congress was designed to enable the participants to consider the accomplishments achieved in the progressive unification of international trade law during the past 25 years and . . . the needs that could be foreseen . . . [to provide] up-to-date information and practical guidance concerning principal legal texts of universal relevance; an opportunity to express opinions on the practical value of current laws and rules governing world commerce; a forum to voice . . . practical needs as a basis for possible future work by UNCITRAL and other agencies involved in formulating texts for international commerce" (Gerold Herrmann, Secretary of UNCITRAL) iii

Selected identification of presentations bearing on the CISG and the unification of commercial law

PROCESS OF UNIFICATION OF COMMERCIAL LAW

Birth and goals of UNCITRAL

Background to the establishment of UNCITRAL: László Réczei 5-7

Birth of UNCITRAL: Aron Broches 7-9; André Erdös 9-10

Goals of unification: John O. Honnold 11-13 [Subjects discussed: clarity or, in other words, predictability; flexibility and adaptability to different situations; modernization; fairness]

Process of preparing universally acceptable uniform rules: Willem C. Vis 14-16

Methods of improving coordination between formulating agencies

Overview: Eric E. Bergsten 16-20

Role of the International Institute for the Unification of Private Law (UNIDROIT): Malcolm Evans 20-23

Role of The Hague Conference on Private International Law: Michel Pelichet 23-26

Role of the International Chamber of Commerce (ICC): Dominique Hascher 26-28

Techniques of unification

Legislative means of unification: Sergei N. Lebedev 30-33

Non-legislative means of harmonization: Michael Joachim Bonell 33-40 ["Judicial" unification: the role of the Court of Justice of the European Communities in the development of European Community Law; the role of national courts and arbitrators in the interpretation of international conventions; the UNCITRAL initiative for the collection and dissemination of international case law. Unification by legal doctrine: the role of legal doctrine in the unification process in general (from the preparatory studies for international conventions to the commentaries on them); the idea of an international restatement of contract law (the UNIDROIT draft Principles for International Commercial Contracts). Unification by contract practice.]

Principles of interpretation of a uniform law and functions of travaux préparatoires, commentaries and case collections for interpretation of a uniform law: Zhang Yuqing 41-47 [Different approaches to interpretation of domestic law: subjective principle (civil law and U.S. practice); objective principle (practice in the United Kingdom). Rules of interpretation for a uniform law: rules established by the Vienna Convention on the Law of Treaties; rules established by the United Nations Convention on Contracts for the International Sale of Goods. International Character. Uniformity. Principle of good faith. General principles. Aids in interpretation of uniform texts: travaux préparatoires and commentaries; decisions of foreign courts and arbitration tribunals. Considerations on the promotion of uniform interpretation and application: wide dissemination of the text of the uniform law and its travaux préparatoires and commentaries; collection and compilation of cases; seminars and expert review panels.]

Proposals for an international tribunal to interpret uniform legal texts: Louis B. Sohn 50-54

SALE OF GOODS

The CISG: an overview

United Nations Convention on Contracts for the International Sale of Goods; an overview and consideration of some practical issues relating to it: S. Kofi Date-Bah 69-77 [History of the Convention. Highlights of the Convention: structure of the Convention; sphere of application; non-mandatory nature of the Convention. Practical aspects of the rules on formation: revocability of offers; acceptance in prescribed limited circumstances need not be a mirror image of an offer. Practical aspects of the obligations of buyers and sellers.]

Remarks and recommendations

Remarks on behalf of the Union internationale des avocats: Burghard Piltz 85-87 [Comments on the need to share information on interpretations, e.g., Battle-of-the-forms issues, Article 79 force-majeure type issues, "fundamental breach" of contract, the phrase "reasonable time" or "short time". Recommendation: "through international cooperation coordinated by UNCITRAL . . . official comments and recommendations for the application of the Sales Convention; a model could be the Official Comments to the United States Uniform Commercial Code"]

Remarks on behalf of the Section of International Law and Practice of the American Bar Association:
Helen E. Hartnell 91-94 [Comments on the need for clear uniform private international law rules for substantive or formal validity; validity of exemption clauses, etc.]

Remarks on behalf of The Association of the Bar of the City of New York: Michael L. Sher 94-103 [Recommendation: an International Commercial Arbitration Moot on the CISG]

Remarks on behalf of the International Bar Association: Hans van Houtte 83-85 [". . . to make lawyers more familiar with the Sale Convention . . . universities should include the Sales Convention in their regular curriculum . . . the Sales Convention should be the subject matter of publications [and not just specialized publications] . . . general law reviews with a large audience should also discuss the Sales Convention and publish surveys of domestic court decisions relating to the Convention . . . [to make companies] aware that the Sales Convention strikes a fair balance between the rights and the duties of the seller as well as of the buyer . . . the follow-up should also focus on the companies, the customers for which the Convention is intended."]

Remarks by Philippe Kahn (University of Burgundy, Dijon, France) 103-104 ["the phenomenon of the consolidation of the Convention [by national States] is not followed through vigorously enough. . . . The Convention . . . is suffering from the fact that it has not yet been well introduced through professional organizations. . . . [S]cholars have commented on it, and once the comments have been made, . . . students and . . . professors . . . have read them, but there is a whole professional group that is not [sufficiently] informed of this in . . . language that would enable it to be familiar with the advantages and drawbacks of this type of convention. . . . [T]he Convention . . . represent[s] a perfectly appropriate solution for international trade relations, [but] it is necessary to make a major effort and devote a great deal of energy to the task of transferring this entire system to the professional circles . . . particularly the bar organizations and lawyers' associations. There could be [the] . . . apparatus that the ICC employs quite well in certain areas, proposing various alternatives in relation to the Convention by drafting model solutions, if not model clauses."]

PROMOTING WIDER AWARENESS AND ACCEPTANCE OF UNIFORM LAW TEXTS

Ideas for future consideration

Secretary of UNCITRAL (Gerald Herrmann) 252-259 ["Analysis of court interpretations of UNCITRAL texts, with possible recommendations for uniform interpretation. . . . [Having] on-line the status of conventions, the bibliography and similar information. . . . [Having an] international documentation centre for commercial law . . . [Organizing] or co-sponsor[ing] summer courses on uniform commercial law, perhaps similar to the ones at The Hague on private international law and public international law. . . . practice-oriented [courses] and possibly for only two weeks . . . [One could envisage] having in the future something which is already in place for maritime law, namely a World Commercial Law Institute . . ."]