Art. 10 CISG–UP, by Allison E. Butler [U.S.A.

Abstract

GENERAL INTERPRETATION AND APPLICATION IN THE CISG AND UNIDROIT PRINCIPLES UNIDROIT Principles Art. 1.10 is similar in substance and form to its counterpart provision contained in Art. 10 CISG. Both provisions exemplify the drafters' intent to adopt the “closest connection” principle in contract interpretation and supplementation when determining the relevant “place of business.” Additionally, each has application beyond the scope of its respective provision. Case law under Article 10 CISG provides judicial application of this principle, thereby giving it additional supplemental authority. SCOPE OF THE TERM “PLACE OF BUSINESS” Application of Article 1.10 illustrates that a party's place of business is of relevance in a number of contexts throughout the UNIDROIT Principles. For example, place of business is relevant for the place for the delivery of notices (Art. 1.9(3)); a possible extension of the time of acceptance because of a holiday falling on the last day (Art. 2.8(2)); the place of performance (Art. 6.1.6); and the determination of the party who should apply for a public permission (Art. 6.1.14(a)). Hence, the term has applicability outside the realm of Article 1.10. Similarly, the issue of determining the relevant place of business of a party frequently arises in several provisions under the CISG. However, the primary and most common usage of “place of business” as facilitated under Article 10 CISG is its interpretive part in the unilateral conflict rule contained in Article 1(1)(a) CISG.