INTERNATIONAL SALE OF GOODS (CISG)

The Mandate

Historical Mandate

The UN Convention on Contracts for the International Sale of Goods (1980) (‘CISG’) was the product of the first project undertaken by UNCITRAL. The aim of the CISG was, and still is, to provide a single uniform law for international trade in goods to reduce the uncertainty and costs caused by multiple, unfamiliar, and sometimes inaccessible foreign laws. As its Preamble states, it was intended to ‘contribute to the removal of legal barriers in international trade and promote the development of international trade’. It was intended to provide a neutral, internationally-recognized option. CISG rules were designed to be accessible and simple, helping to streamline international trade.

 

The Working Group began work in 1968. The CISG was made by the former Working Group in 3 stages, culminating in the 1978 Draft Convention on Contracts for International Sale of Goods, for which the UNCITRAL Secretariat prepared a Commentary, which remains the closest document to an Official Commentary on the CISG. In 1980 the Vienna Diplomatic Conference deliberated the 1978 Draft and Secretariat Commentary. After various amendments, the final draft of the CISG was unanimously approved by the Diplomatic Conference, and subsequently the General Assembly in 1980. A fuller account of the CISG’s legislative history appears below.

This page was last updated in October 2020.

 
 
 

Development of an International Jurisprudence

Following its creation, the CISG has been adopted by 94 countries. It now forms the default law relevant to international commercial sales for most industrialised countries, excluding the United Kingdom and India. The CISG forms the common language of international sales law for (inter alia) United States, Canada, Brazil, South Korea, most of Europe, China, Russia and Australia. It provides a neutral sales law designed specifically for international trade, precluding the need in most cases to resort to foreign domestic laws which may be difficult to access, and is often referred to in international arbitration as representative of usages in international sales law. Additionally, it has served as a significant model for the reform of domestic contract laws in many countries, including Germany, France (2016), China (in 1999), Netherlands, Estonia, many African nations (OHADA), and others. The UNIDROIT Principles on International Commercial Contracts were originally modelled on the CISG.

Thousands of cases have now been decided on the basis of the CISG. Decisions have been made by courts in many countries, and have been collected and organised in international databases which are available free online. In accordance with Art. 7(1) of the CISG, the call to interpret the CISG so as to promote its uniform and international nature requires that courts and tribunals should have regard to the available international jurisprudence. Links to databases with case reports and annotations appear below (under ‘Cases’).

Additionally, legislative history and extensive scholarship guide the interpretation of the CISG in a uniform and international manner. Some useful links to bibliographies and references are listed below (under ‘Articles, Books & Bibliograhies’, and in the section on ‘Legislative History’). To help maintain the uniform nature of the CISG, a body of international experts known as the CISG Advisory Council was created to issue non-binding ‘Opinions’ on controversial issues relating to interpretation of the CISG. A link to these appears below under ‘CISG Advisory Council’.

Relevant Documents and Links

Text of the CISG

Cases

  • CISG-online Database (international database maintained by University of Basel, searchable in multiple ways, CISG-online case numbers are significant for citation purposes)

  • Pace Kritzer CISG Database (international database maintained by Pace University New York, contains extensive abstracts and links to cases, articles and legislative history, updated to 2015. Please note that you may need to create a Login Account, but this can be done for free.)  A further method of accessing the Pace CISG Kritzer Database exists (but is undergoing maintenance work at the time of writing)

CISG Advisory Council Opinions

Articles and Books & Bibliographies

Key books:

There are many books on the CISG. The following are two key texts which provide commentary on an Article-by-Article basis, and are readily available in Australia:

  • I Schwenzer (ed), Commentary on the UN Convention on the International Sale of Goods (CISG) (Oxford: Oxford University Press, 4th ed, 2016)

  • S Kröll, L Mistelis and P Perales Viscasillas (eds), UN Convention on Contracts for the International Sale of Goods (CISG) (Munich: CH Beck, 2nd edn, 2018).

  •  J O Honnold (ed H M Flechtner), Uniform Law for International Sales under the 1980 United Nations Convention (The Hague: Kluwer Law International, 4th Ed, 2009)

Relevant papers and books by Australian authors:

  • A Anastasi, B Hayward and SP Brown, 'An Internationalist Approach to Interpreting Private International Law: Arbitration and Sales Law in Australia' (2020) 44(1) Melbourne University Law Review (forthcoming).

  • B Hayward, B Zeller and C Baasch Andersen, 'The CISG and the United Kingdom - Exploring Coherency and Private International Law' (2018) 67(3) International and Comparative Law Quarterly 607.

  • B Hayward, 'CISG as the Applicable Law: The Curious Case of Australia' in in P Sooksripaisarnkit and SR Garimella (eds), Contracts for the International Sale of Goods: A Multidisciplinary Perspective (Sweet & Maxwell, 2019) 167.

  • B Hayward and P Perlen, ‘The CISG in Australia: The Jigsaw Puzzle That Doesn’t Quite Fit’ (2011) 15(1) Vindobona Journal of International Commercial Law and Arbitration 119.

  • L Nottage, 'Who's Afraid of the Vienna Sales Convention (CISG)? A New Zealander's View from Australia and Japan' (2005) 36 Victoria University of Wellington Law Review 815.

  • LR Nottage, ‘Changing Contract Lenses: Unexpected Supervening Events in English, New Zealand, U.S., Japanese, and International Sales Law and Practice’ (2007) 14 Indiana Journal of Global Legal Studies 385.

  • L Spagnolo ‘The international dimensions of Australian contract law’, John Eldridge & Tim Pilkington (eds) The Australian Law of Contract in the 21st Century: Debates and Directions (forthcoming, Federation Press, 2020).

  • L Spagnolo ‘Contractual Interpretation’, in LA DiMatteo, A Janssen, U Magnus & R Schulze (Eds), International Sales Law: Contract, Principles & Practice (Beck-Hart-Nomos, 2016; 2nd edn, forthcoming, 2020).

  • L Spagnolo, Chapter 25: ‘Contract in the International Context’ & International Context sections in Chapters 1-24, in Kenneth Yin, Simon Kozlina, Kelly Green, Emmanuel Laryea, Luca Siliquini-Cinelli & Lisa Spagnolo, Australian Contract Law in Context: Cases & Materials (forthcoming, CUP, 2020).

 

  • L Spagnolo ‘Unification, Disintegration or Optimization: Purposes of Modern Sales Law’ in D Saidov (Ed.), Research Handbook on International and Comparative Sale of Goods Law (Edward Elgar, 2019).

  • L Spagnolo [12 chapters] ‘Introduction to Arts 14-24 CISG’, ‘Art. 14’, through to ‘Art. 24’, in P Mankowski (Ed.), Commercial Law, in series: Matthias Lehmann and Reiner Schulze (Eds), Commentaries on International and European Business Law (Beck-Hart-Nomos, 2019).

  • L Spagnolo (in capacity as Rapporteur), CISG Advisory Council, Opinion No 16 - Exclusion of the CISG under Article 6, Rapporteur: Dr Lisa Spagnolo, Monash University, Australia, adopted by the CISG Advisory Council following its 19th meeting, in Pretoria, South Africa on 30 May 2014, available at http://cisgac.com/cisgac-opinion-no16/

  • L Spagnolo, CISG Exclusion and Legal Efficiency (Kluwer, 2014).

  • L Spagnolo, ‘The Last Outpost: Automatic CISG Opt Outs, Misapplications and the Costs of Ignoring the Vienna Sales Convention for Australian Lawyers’, 10(1) Melbourne Journal of International Law 141 (2009).

  • B Zeller, Damages Under the Convention on Contracts for the International Sale of Goods (2018), 3ed Ed. Oxford Press.

  • B Zeller & R Walters, ‘Precontractual Damages as a Result of an Irrevocable Offer – A Resolution Within the CISG’ (2020) 1 Nordic Journal of Commercial Law 34.

  • B Zeller, R Chan & C Baasch Andersen, ‘'To Know or Not to Know in the CISG: Can an Analogy between CISG Articles 35 and 42 Challenge the Outcome of the 1995 New Zealand Mussels Case?' (2019) International Trade Law & Regulation 11.

  • B Zeller, ‘The Duty to Mitigate: A Comparative Analysis between the English Common Law and the CISG’ (2018) 92 Australian Law Journal 1.

  • B Zeller & C Baasch Andersen, ‘Good Faith – The Gordian Knot of International Commerce’ (2016) 28(1) Pace Intl Law Review 1.

Bibliographies & materials organised by Article number:

 

The following databases provide references to materials on an Article-by-Article basis:

 

 

Summary of the Legislative History

Summary of the Legislative History

The history of the CISG’s development can be summarised in three stages. These are outlined below, with links to relevant documents.

(1) Working Group: Inspired by the largely unsuccessful International Institute for the Unification of Private Law (UNIDROIT)  Conventions on the Uniform Law on the International Sale of Goods (ULIS) and Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF), from 1970-1977 the Working Group produced two draft Conventions: the 1976 Draft Convention on Sales, which outlined rights and obligations of parties to international sales contracts; and the 1977 Draft Convention on Formation, relating to rules for formation of international sales contracts. During this period, consensus was reached without ever taking a vote.

The following summarises the key points of discussion at each session for the Working Group.

1st session - use of private international law to define the Convention’s scope, trade usages, inspection of goods and general principles of interpretation.

2nd session - former universalist approach to scope under ULIS, exclusion of consumer contracts, definition of fundamental breach, and domestic form requirements.

3rd session - delivery, remedies for non-conformity and notice of breach.

4th session - buyer and seller’s obligations in respect of conformity of goods, third party claims, delivery and remedies for breach including suspension of performance, as well as risk of loss, and payment of price.

5th session - payment of price, relationship between delivery and payment of price, exemptions for non-performance due to impediment, instalment contracts, anticipatory breach, rules for avoidance, damages, preservation of goods and passing of risk.

6th session - usages, time for notice of non-conformity, failure to fix price, exemption from liability for non-performance due to impediment.

7th session - general approaches to formation, and the possibility of including rules on validity.

8th session - applicability, offer and acceptance, revocation of offers, modification.

9th session - interpretation, good faith, rejection of proposed inclusion of rules for mistake.

The manner adopted to the work of the Working Groups proceeded was described by John Honnold, wholed the Commission’s work on the CISG, as follows: “Instead of proposing a draft, the Report[s] would set forth a set of facts at the cross-roads of important decisions . . . Starting with decisions on outcomes or results provided a . . . clearer legislative history" (Honnold, ‘Uniform Laws for International Trade’ (1995) 1 International Trade and Business Law Journal 5-6. The work conducted by the Working Group was completed by September 1977. For access to the Working Group records, see the following: [PACE; UNCITRAL Yearbooks].

(2) Review by UNCITRAL Commission: The full Commission reviewed the two drafts, and decided to combine them, to produce the 1978 Draft Convention on Contracts for International Sale of Goods. See Official Records of the General Assembly, 33rd Session, Supplement No. 17 (A/33/17); chap. II, para. 28), reproduced here and here. This was unanimously approved by the Commission, which then recommended that the UN General Assembly convene a Diplomatic Conference to consider the draft. The UNCITRAL Secretariat produced a Commentary on the 1978 Draft Convention per UN General Assembly Resolution 33/93, which remains the closest counterpart to an Official Commentary on this Convention.

 

(3) 1980 Vienna Diplomatic Conference: Delegates were presented with the Secretariat Commentary to the 1978 Draft. Its 5 weeks of deliberations are recorded in the United Nations Conference on Contracts for the International Sale of Goods, Vienna, 10 March-11 April 1980, Official Records, UN Document No. A/CONF. 97/19, which can be accessed here. The Vienna Diplomatic Conference made a large number of relatively minor changes to the 1978 Draft, but few substantial changes: Jacob Ziegel, Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods (July 1980), p. 5. The resultant Convention (CISG), received unanimous approval of the 1980 Vienna Diplomatic Conference, and the Convention was created through the resolution of the UN General Assembly: the Vienna Convention on Contracts for the International Sale of Goods, adopted 10 Apr. 1980, UN

Doc A/CONF.97/18, opened for signature 11 Apr. 1980, 1489 UNTS 3 (entered into force 1 Jan. 1988).

A valuable resource which presents the legislative history of the CISG in orderly fashion is the definitive work by John Honnold, Documentary History of the Uniform Law for International Sales (Kluwer 1989).

 

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