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 21

(1) A late acceptance is nevertheless effective as an acceptance if without delay the offeror orally so informs the offeree or dispatches a notice to that effect.

(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.


1. Paragraph (1) deals with the effect of a late acceptance and gives the offeror the option of treating it as an effective acceptance if he so notifies the offeree. I am not aware of any Anglo-Canadian authority that has adopted a similar rule, but it is a reasonable rule and can be justified by analogy with the rule that an acceptance containing variant terms is a counter-offer. Note however that under art. 21(1) the late acceptance takes effect from the date of its receipt and not from the time when the offeror communicates with the offeree.

2. The common law has no counterpart to the rule in art. 21(2), and has no need for it, because of its postal theory of acceptance for letters. Art.21(2) mitigates the rigour of the reception rule and protects the offeree's reasonable reliance interests where he has no reason to anticipate that his acceptance will not reach the offeror on time.

(. . .)

Go to entire text of Ziegel Commentary

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

Go to Database Directory || Go to Bibliography