An Introduction to the UN Convention on the International Sale of Goods)

Baskind et al: Commercial Law, 3rd edition, (Additional Chapter – An Introduction to the UN Convention on the International Sale of Goods)

An Introduction to the UN Convention on the International Sale of Goods

Introduction

This chapter is intended to introduce the reader to the UN Convention on the International Sale of Goods otherwise known as the 'Vienna' Convention or the 'Convention of the International Sale of Goods (CISG). It starts by explaining some of the CISG's background moving on to look at its scope, ie when it applies to a contract, including the right of parties to exclude the Convention. It then looks at the problems of interpretation posed when it the international sales law of over 80 countries including the vexed issue of the role good faith plays under the Convention before moving to contract formation and variation and the CISG's solution to the 'battle of the forms'. The CISG contains provisions for determining the intentions of the parties and consideration of these is considered next, before moving finally to outline the rights duties and remedies of the parties but with some commentary on some of the remedies which will either be unfamiliar to a Common Lawyer for or where the CISG takes a radically different view to the Common Law.

It should be noted that Table 1, which is included for ease of reference at the back of this chapter, contains in summary form not only the CISG's provisions relating to contract formation and content, the rights duties and remedies of the parties which are dealt with in narrative form in the chapter but matters like the passing of risk, force majeure and frustration which are not otherwise covered. The table includes a comparison between the provisions of the CISG and the Law of England and Wales which it is hoped will assist understanding of the Convention.

What is the UN Convention on the International Sale of Goods?

At the time of writing there are 193 members of the United Nations. Each has its own legal system and consequently its own set of laws on sales of goods.1 In the late 1920s Ernst Rabel suggested and a uniform international sales law and his work was developed by UNIDROIT2 leading, after lengthy delays,3 to the two Hague 1964 Conventions - ULIS (the 'Uniform Law on International Sale of Goods') and ULF (the 'Uniform Law on the Formation of Contracts for the International Sale of Goods'). These Conventions were not widely ratified4 but they provided the starting point for the drafting of the CISG when UNCITRAL (the 'United Nations Commission on International Trade')

1 The number legal systems in the world is higher than this, for example in the UK there are three legal systems, England and Wales, Scotland and Northern Ireland while in the USA there are 51, one for each of the States and then Federal law. In the US most States have to a greater or lesser extent adopted the Uniform Commercial Code but interpretation of its meaning can vary widely from State to State. 2 UNIDROIT is 'The International Institute for the Unification of Private Law' an intergovernmental Organisation formed in 1926 to study and assist the harmonisation of private and particularly commercial law inter alia by proposing uniform laws on specific legal areas. 3 Not least some 'little local difficulties' caused by the Second World War. 4 It took until 1972 for the necessary number of ratifications for it to come into force.

Baskind et al: Commercial Law, 3rd edition, (Additional Chapter – An Introduction to the UN Convention on the International Sale of Goods) concluded that it was unlikely that ULIS and ULF would have a major impact. The work on producing an international sales law started in 1968 with the first draft in 1976. A four week diplomatic conference in Vienna ended in the adoption of the Convention on 11th April 1980. The Convention stated that it would come into force a year after