Understanding the CISG: A Compact Guide to the 1980 United Nations Convention on Contracts for the International Sale of Goods

by Lookofsky, Joseph

• ISBN13: 9789041125897
• ISBN10: 9041125892
• Edition: 3rd
• Format: Hardcover
• Copyright: 2008-03-30
• Publisher: Wolters Kluwer

Summary

Earlier editions of this incomparable guide came in separate volumes for the United States, Europe, and Scandinavia, As these three areas represent significant segments of CISG practice and also notable variations in the application of the Convention. Today, however, The CISG has gained greater prominence in dozens of jurisdictions worldwide, and similarities as well as differences in how the Convention is understood and applied have become increasingly relevant for all CISG practitioners. Hence, a ls"worldwiders" edition, focused on the rules and case law of greatest practical importance in all Contracting States, Is here provided-although this new edition continues to account for regional anomalies insofar as they impact on the interests of merchants (and their lawyers) in the real CISG world. With this book as their guide, lawyers handling international sales contracts and disputes in any jurisdiction will confidently navigate such areas of practice as the following: bull; determining when the CISG applies; bull; freedom of contract under Article 6; bull; interpretation and good faith; bull; formation, validity, defenses to enforcement; bull; notice of non-conformity; bull; damages for breach, mitigation; bull; Article 79 liability exemptions; bull; agreed remedies, disclaimers; and bull; key reservations under Articles 92-96. Understanding the CISG includes a representative sampling of the more than 2,000 CISG court judgements and arbitral awards that have been reported. Concrete illustrations are provided to help clarify the (sometimes complex) way CISG rules work. Five appendices offer a wealth of reference material, including the complete text of the Convention and an extensive table of cases and arbitral awards. For virtually all cases likely to invoke the CISG, this valuable book will render sterling service to practitioners anywhere, just as it will provide law students with an effective CISG learning tool. No other CISG source is at once so authoritative and so succinct.

Author Biography

Joseph Lookofsky is Professor of Law at the University of Copenhagen. In addition to his Danish law degrees, he holds a J.D. from the New York University School of Law. He is a Member of the New York State Bar and former in-house counsel for United Artists Corporation

Table of Contents

Preface	p. xi
Introduction and Overview	p. 1
When Does the CISG Apply?	p. 2
Brief Historical Perspective; CISG Ratification and Implementation	p. 4
CISG Parts I-IV: A Nutshell Overview	p. 5
The CISG in Transnational Perspective: Substance, Procedure and Conflict of Laws	p. 7
Field of Application and General Provisions	p. 11
Field of Application	p. 11
Determining Whether the CISG Applies	p. 11
Article 1(1): Internationality	p. 12
Article 1(1)(a): Parties in Different Contracting States	p. 12
Article 1(1)(b) and Article 95 Declarations	p. 15
Articles 1, 2 and 3: Sale of Goods	p. 17
Issues Not Governed, Domestic Law and Concurrent Remedies	p. 22
Contractual Freedom under Article 6	p. 27
General Provisions	p. 30
Interpretation of the CISG Treaty Text: Introduction	p. 30
Uniform Interpretation and Application: Case Law, Scholarly Opinion	p. 33
Interpretation and Good Faith	p. 37
Matters Governed but not Settled by the CISG	p. 38
Interpretation of CISG Contracts	p. 42
Trade Usage and Party Practices	p. 44
Formal Writing Requirement: Declarations Under Article 96	p. 45
Sales Contract Formation	p. 47
Two Substantive Treaties in One	p. 47
The Offer: Minimum Requirements	p. 48
The Problem of the Open Price Term	p. 50
Offer Invitations: Article 14(2)	p. 52
Offer Effective; Withdrawal (Article 15)	p. 52
Revocation (Article 16) and Rejection (Article 17)	p. 52
Acceptance	p. 55
Acceptance, Counter-Offer and the Battle of Forms	p. 57
Time for Acceptance	p. 61
Sales Contract Validity and Defenses to Contract Enforcement	p. 63
Formation of E-Commerce Contracts	p. 64
Obligations of the Parties	p. 67
Introduction: Obligation, Risk and Remedy	p. 67
CISG Obligations in General	p. 68
The Convention Hierarchy: Contract, Custom, CISG	p. 68
Obligations of the Seller	p. 70
Time and Place of Delivery	p. 70
Conformity (Quantity and Quality) of the Goods: Introduction and Express Obligations	p. 72
Oral Agreements, Parol Evidence	p. 74
Contractual and Non-Contractual Claims	p. 76
Implied Obligations of Quality: Fitness for Ordinary Purposes	p. 78
Particular Purpose; Sample, Model, Packaging; Buyer's Knowledge of Non-conformity	p. 81
Time Determination; Examination of Goods; Notice of Non-conformity	p. 83
Absolute (2-year) Cut-Off Rule, Etc.	p. 91
Obligation to Deliver Free of Third Party Claims	p. 92
Obligations of the Buyer	p. 94
Time and Place of Payment	p. 94
Contract with 'Open' Price Term	p. 96
Buyer's Obligation to Take Delivery; Seller's Obligation to Preserve the Goods	p. 97
Passing of Risk	p. 99
Introduction	p. 99
Use of Trade Terms (CIF, CFR, FOB, FAS, CPT, CIP, etc.)	p. 100
Goods Not Identified to the Contract	p. 102
Goods Sold in Transit	p. 103
Non-Carrier Cases	p. 103
Seller's Fundamental Breach: Effect on Risk	p. 105
Remedies for Breach	p. 107
Overview of General Principles	p. 107
Supplementary Remedial Regime	p. 107
Enforceable Contracts and Remedies for Breach	p. 108
Buyer's Remedies for Seller's Breach	p. 110
Introduction: Article 45	p. 110
Article 46: Buyer's Right to Demand Specific Performance	p. 110
Domestic Sales Law as Limitation	p. 112
Buyer's Right to Demand Re-Delivery	p. 113
Buyer's Right to Demand Repair	p. 114
Buyer's Right to Avoid for Seller's Fundamental Breach	p. 115
Seller's Right to Cure	p. 121
Avoidance for Non-Compliance with 'Nachfrist' Notice	p. 122
Anticipatory Breach	p. 123
Consequences of Avoidance: Restitution	p. 125
Proportionate Price Reduction	p. 126
Damages for Breach: A General Introduction	p. 127
Expectation Protection for Foreseeable Loss	p. 129
Contract/Cover and Contract/Market Differential	p. 134
Mitigation: No Recovery for Avoidable Loss	p. 135
Interest	p. 137
Liability Exemptions for Failure to Perform	p. 138
Seller's Remedies for Buyer's Breach	p. 144
Introduction	p. 144
Seller's Right to Require (Specific) Performance	p. 145
Specific Performance Limited by Forum Law	p. 146
Seller's Right to Avoid for Buyer's Breach	p. 146
Avoidance for Buyer's Non-Compliance with 'Nachfrist' Notice	p. 147
Restitution of Goods Delivered	p. 148
Anticipatory Breach	p. 149
Seller's Damages for Buyer's Breach: the Basis of Liability	p. 150
Expectation Protection for Foreseeable Loss	p. 150
Contract/Cover and Contract/Market Differential	p. 152
Mitigation: No Recovery for Avoidable Loss	p. 153
Interest	p. 153
Liability Exemption under Article 79	p. 154
Agreed Remedies	p. 157
Introduction to Disclaimers, Limitations and Other Agreed Remedies	p. 157
Incorporation: The First of Three Tests	p. 159
Interpretation	p. 162
Validit	p. 165
CISG Reservations (and Other Final Provisions)	p. 169
Introduction	p. 169
Relationship to the 1955 and 1964 Hague Conventions	p. 170
Reservations: Generally	p. 171
Article 92 Declarations	p. 171
Contracting States with Territorial Units	p. 172
States Having Closely Related Legal Rules	p. 172
Private International Law and Article 1(1)(b)	p. 173
Preservation of Formal Requirements	p. 174
The Limitation Period in International Sales	p. 177
Introduction and Overview	p. 177
Field of Application	p. 178
The Limitation Period: Duration, Cessation, General Limit, Consequences	p. 180
Table of CISG Contracting States	p. 183
United Nations Convention on Contracts for the International Sale of Goods (1980)	p. 187
Table of Cases and Arbitral Awards	p. 217
Table of Authorities and Abbreviations	p. 225
Table of CISG Provisions	p. 237
Index	p. 241
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