Some Notes on the CISG

In a previous post a number of questions were raised about the United Nations Convention on Contracts for the International Sale of Goods (CISG), and it seems only fair to address those issues. Within the US system of law the CISG has been considered a self-executing treaty; i.e., no further legislation is required for the treaty to be binding, domestic law. It is considered a self-executing treaty because of the specificity of its language; because of its apparent purpose to create rules that would bind individuals; and because of the apparent views of the political branches that no further action is necessary. As a self-executing treaty, the CISG preempts inconsistent state law under the Supremacy Clause.

The CISG applies to contracts for the sale of goods between parties that have their places of business in different countries when each of those countries has joined the CISG. If a party has more than one place of business, then the place of business with the closest relationship to the contract is used. The parties may opt out of the CISG but they must do so expressly. A choice of law clause that simply says the domestic law of a particular CISG jurisdiction will apply is not sufficient because the CISG is effective as domestic law in those jurisdictions that have joined it.

The CISG sets forth rules of contract law that differ from the UCC’s rules in many respects. The CISG has a mirror-image rule for the battle of the forms; it has no parole evidence rule; it has no statute of frauds; it has no perfect tender rule; and there is a greater availability of specific performance under the CISG than there is under the UCC or under the common law.

For a more thorough but brief explanation of the CISG, see the outline entitled, Teaching the CISG in Contracts: Why & What, made by Professor William Dodge for the Association for American Law Schools 2006 Annual Meeting. 

Comments

[Antonin I. Pribetic]

The level of nescience of the CISG in Canada is comparable to, if not greater than, the U.S. experience. A number of Canadian academic commentators have lamented the failure of both Canadian practitioners (mostly litigators) and Canadian judges to recognize applicability of the CISG in Art.1(1)(a) and Art. 1(1)(b) scenarios. Prof. Kritzer at Pace Law School, and Prof. Ziegel at University of Toronto Law School, among others, have criticized the home-ward trend of U.S. and Canadian CISG decisions which reflexively resort to provincial (domestic) jurisprudence, notwithstanding the wealth of CISG caselaw-- whether from CISG Contracting State jurisdictions or in reported international arbitration decisions (cf. Prof. Lookofsky, the author of Understanding the CISG in the USA who takes a less critical position in this respect). In addition to Prof. Dodge's excellent comment "Teaching the CISG in Contracts: Why & What", transnational law practitioners will also benefit from visiting the following CISG websites:
Pace Law School CISG website (http://www.cisg.law.pace.edu);
UNILEX website (http://www.unilex.info);
UNCITRAL-(http://www.uncitral.org/uncitral/en/case_law.html)

The CISG Canada website is available at http://www.cisg.ca.

Antonin I. Pribetic
Steinberg Morton Hope & Israel LLP

[Malito Cameron]

I am looking for a paper topic linking the CISG to U.S. procedural rules and litigation. I want to talk about how the CISG is impacting the way the U.S. deals with and interprets its own procedural law or the way the U.S. procedural law in impacting the CISG (perhaps negatively). I am just having trouble narrowing this broad idea. Any suggestions?