Drafting Contracts Under the CISG

by Flechtner, Harry M.; Brand, Ronald A.; Walter, Mark S.

• ISBN13: 9780195340747
• ISBN10: 0195340744
• Format: Hardcover
• Copyright: 2007-12-31
• Publisher: Oxford University Press

Summary

The CISG is the United Nations Convention on Contracts for the International Sale of Goods; a treaty ratified by about 70 countries that provides a uniform international sales law. The occasion of the CISG's 25th anniversary signals something extremely significant in the world of international commercial law: the true coming of age of the CISG, as evidenced by (and as a result of) several thousand available court and arbitration decisions world-wide applying the CISG. To celebrate this occasion, in November 2005, a conference was organized by the University of Pittsburgh's Center for International Legal Education and the United Nations Commission on International Trade Law (UNCITRAL). This publication brings together the intellectually sophisticated yet extremely practical and original contributions written by leading CISG scholars from around the globe and practitioners experienced in dealing with the CISG. Included are 140 sample clauses, a complete model sales agreement, and contextual analysis of contract drafting issues. The CISG is a new realty and is very relevant to US attorneys at the planning and negotiation stages of a sales transaction. It is increasingly the case that a lawyer in the US, or virtually anywhere else, cannot adequately serve a client's needs without knowledge of and skill in using the Convention to help, for example, prevent transactions from aborting over choice of law conflicts, and to offer creative alternatives that can resolve bargaining impasses. This book features: Comprehensive analysis of contract drafting issues raised by the CISG A complete set of standard terms and conditions for a sales contract A wide variety of sample clauses addressing important specific issues under the CISG, with accompanying analysis of matters implicated by those clauses that should be considered in the drafting process Original and clearly written contributing chapters by the most noted and eminent scholars on the CISG from around the world In this book, international commercial lawyers will find sample clauses dealing with major contract issues under the CISG, including: opting into the CISG while providing an appropriate gap-filling source of law passage of risk of loss right to inspection of goods force majeure warranties and warranty disclaimers limitations on remedies choice of forum pre-contractual relationships and prior communications confidentiality of negotiations retention of the power of revocation of an offer strict time limits for acceptance of an offer the "battle of the forms" the law governing contract validity parole evidence party rights upon breach notice requirements to preserve rights notice of avoidance entitlement to interest specific performance versus damages buyer's right to substitute goods

Author Biography

Harry M. Flechtner, Editor
Professor of Law, University of Pittsburgh School of Law
Harry M. Flechtner is professor of international and domestic commercial law at the University of Pittsburgh School of Law, where he joined the faculty in 1984 after three years of private law practice in Washington, D.C. He is the first four-time recipient of the Excellence in Teaching Award from
the Student Bar Association at the University of Pittsburgh Law School, and he has received the Chancellor's Distinguished Teaching Award from the University of Pittsburgh. He has authored a variety of books, articles and chapters on commercial law topics, with special emphasis on international
sales law, and has been cited by the Solicitor General of the United States as one of the leading academic authorities on the [United Nations Sales] Convention. He received his J.D. (cum laude) from Harvard Law School, an M.A. in English and American Language and Literature from Harvard University,
and an A.B. (magna cum laude) from Harvard College.

Professor Flechtner is one of two National Correspondents for the United States to the United Nations Commission on International Trade Law (UNCITRAL), and was one of five experts appointed by UNCITRAL to prepare the initial draft of the UNCITRAL Digest of Case Law on the United Nations Convention
on the International Sale of Goods. He co-organized, with Professor Brand, three major symposia on the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Ronald A. Brand, Editor
Professor of Law and Director of the Center for International Legal Education, University of Pittsburgh School of Law
Ronald A. Brand is Professor of Law and Director of the Center for International Legal Education at the University of Pittsburgh School of Law. He received his B.A. from the University of Nebraska and his J.D. from Cornell Law School. He regularly teaches courses in International Business
Transactions, International Trade Law, and Transnational Litigation, as well as an Introduction to American Law course for foreign law students. His books include Fundamentals of International Business Transactions (Kluwer International Publishers 2000), International Civil Dispute Resolution (with
Baldwin, Epstein, and Gordon; West 2004), Beyond the Draft UNCITRAL Digest (with Ferrari and Flechtner; Sellier 2004), and Private Law, Private International Law, & Judicial Cooperation in the EU-US Relationship, (West 2005). Professor Brand was a member of the U.S. Delegation to the Special
Commission and Diplomatic Conference of The Hague Conference on Private International Law that concluded the 2005 Convention on Choice of Court Agreements. He is a past-Chairperson of the Interest Group on International Economic Law of the American Society of International Law, a former Fulbright
Scholar in Belgium, and a former Fellow of the Institute of Advanced Studies at the University of Bologna. Professor Brand has been the organizer of four major symposia on the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Mark S. Walter, Editor
Chief of Party, USAID Doha WTO Accession Project
Mark S. Walter currently heads the U.S. Agency for International Development Doha Project for WTO Accession in Ethiopia, a project implemented by Booz, Allen Hamilton. Mr. Walter is a trade lawyer with experience in ten different countries implementing and leading legal education and capacity
building programs with a focus on international commercial law. He has served as Assistant Director for the Center for International Legal Education at the University of Pittsburgh, as an Adjunct Professor of Law and as International legal consultant specializing in contract law. Mr. Walter has
extensive experience working with nascent legal communities in complying with international agreements and sharing lessons learned from around the world. His experience developing commercial law and international legal education reform programs includes extensive work in Eastern Europe, including
Ukraine, Serbia, and Kosovo. Most recently, he participated in a USAID sponsored Commercial, Legal, Institutional Reform and Trade Assessment of Ethiopia, designed to guide government and donors in interventions that support the enabling environment for economic growth.

EMINENT CONTRIBUTORS:

The list of contributors is a who's who of the most eminent CISG scholars:

Volker Behr, University of Augsburg School of Law
Michael Bridge, University College London School of Law
V. Susanne Cooke, Cohen & Grigsby, PC
Vivian Grosswald Curran, University of Pittsburgh School of Law
Johan Erauw, University of Ghent School of Law
Franco Ferrari, University of Verona School of Law
Alejandro M. Garro, Columbia Law School
Henry Deeb Gabriel, Loyola University of New Orleans School of Law
Kenneth Lehn, Katz Graduate School of Business, University of Pittsburgh
Joseph Lookofsky, University of Copenhagen, School of Law
Ulrich Magnus, University of Hamburg School of Law
John E. Murray, Jr., Duquesne University School of Law
Alejandro Osuna-Gonzalez, Iberoamericana University
Pilar Perales Viscasillas, University Carlos III of Madrid School of Law
Sandra Saiegh, United Nations Procurement Service
Peter H. Schlechtriem, Albert-Ludwigs-Universitat Freiburg
Jernej Sekolec, Secretary, UNCITRAL
Marco Torsello, University of Bologna School of Law
Michael P. Van Alstine, University of Maryland School of Law

Table of Contents

Sample Agreement And Clausescisg

Taking the Leap into Drafting

Sample Agreements of Installment Sale and Purchase

The Cisg Challenge In Drafting Contracts

25 Years of the United Nations Convention on Contracts for the International Sale of Goods

A Comparative Perspective of the CISG

General Contract Drafting Issues: Choosing The Cisg (Or Not): Choosing The Forum; Choosing Supplementary Law

Choice of Law and the CISG: Opting In and Opting Out

Choice of Forum and CISG: Remarks on the Latters Impact on the Former

A New Role for Litigation in CISG Contracts: The 2005 Hague Choice of Court Convention

25 Years of the CISG: An International lingua franca for Drafting Uniform Laws, Legal Principles, Domestic Legislation and Transnational Contracts

Business Economics Of Drafting For The Cisg

Preliminary Agreements and CISG Contracts

The Business Layers Perspective

The CISG: Perspectives from an Economist

Specific Contract Drafting Issues: Formation

Contract Formation: UCC and CISG

CISG Articles 14-24

Addressing Parol Evidence Issues in Contracts Governed by the CISG

Specific Contract Drafting Issues: Performance

Tooling Up For Warranties With The Cisg Case Digest

Force Majeure and CISG Article 79: Competing Approaches and Some Drafting Advice

Delivery Terms and the Passing of Risk: Drafting Clauses Related to CISG Articles 66-70

Specific Contract Drafting Issues: Breach And Remedies

Drafting Contracts to Deal with Insecurity and Prospective Breach (Articles 71, 72, 73(2))

Dealing with Non-ConformityA Transaction Test Analysis of CISG Regulations on Examination and Notice under Articles 38-44

Delays in Performance Under CISG

Dealing with Avoidance and Its Consequences: Articles 49(2), 64(2), and 81 thru 88

The UNCITRAL Digest, the Right to Interest, and the Interest Rate Controversy

Liquidated Damages, Specific Performance Clauses, Limitations on Remedies, and Attorneys Fees

Appendix

United Nations Convention on Contracts for the International Sale of Goods

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