Contracts For The International Sale Of Goods Research Articles

The Concept of Fault

The concept of Fault has always been a subject under consideration in legal studies; this paper will examine the main related aspects of the concept and will give an insight of its nature as a legal, moral term. Also, this paper will shed light on the role of the concept of Fault under Common and Civil legal systems as well as among different branches of law such as, Tort law, Contract law, and Criminal law. Afterwards, the concept will be examined under the international context and more specifically, under Public International law, International Commercial Contracts where Fault will be examined under the United Nations Convention on Contracts for the International Sale of Goods (CISG), and last but not least under international arbitration proceedings where the Fault will be examined in the arbitrators’ conduct. Furthermore, the impact of the concept of Fault on the concept of liability will be reviewed. Finally, after giving an insight of Fault’s role under all the above-mentioned aspects, a conclusion will be drawn that Fault plays a huge role as a legal term and this role will expand in the future.

Application of CISG in Kuwait

Abstract This article examines the impact of the United Nations Convention on Contracts for the International Sale of Goods (CISG) (signed 11 April 1980, entered into force 1 January 1988) on Kuwait as a non-Contracting State. By examining the potential application of CISG to countries around the world, it becomes clear that the applicability of this Convention is inevitable. This article identifies and examines the cases where CISG can be applied, according to its rules, and the process by which CISG, as a foreign law, would be applied in Kuwait. As this article shows, this can be achieved through the autonomy of the parties, Kuwaiti conflict-of-laws rules, or through customary law. This article also examines the cases where CISG cannot be applied in Kuwait and the implications of Kuwaiti’s ratification of CISG.

Replacement of non-conforming goods ‘free of charge’: is there a need to differentiate between B2B and B2C sales contracts?

Abstract The buyer’s right to request replacement of any non-conforming goods is today a standard remedy in many jurisdictions. This development was also influenced by the widespread effect of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Council Directive (EC) 1999/44 on consumer sales, which both grant the buyer a right to replacement. However, some questions related to the requirement that replacement has to be ‘free of charge’ continue to be disputed under both legal systems, as well as under the newly introduced Council Directive (EC) 2019/771 on consumer sales. This article intends to discuss how the term ‘free of charge’ is being interpreted in business-to-business as well as in business-to-consumer sales contracts and whether there is any need to differentiate between the two types of sales contracts.

A comparative study of the CISG and the North Korean contract law as to formation of a contract

Purpose North Korea joined the United Nations Convention on Contracts for the International Sale of Goods (CISG) as a 90th member on March 27, 2019, which will necessitate the understanding of North Korean laws, in particular, the contract law for sale. This paper aims to compare the CISG and the North Korean contract law as to the formation of a contract focusing on form and writing requirement, offer and acceptance. Design/methodology/approach This paper analyzes the provisions of the North Korean Civil Code and the CISG and reviews the previous research studies concerning the formation of a contract. Findings The CISG and the North Korean Civil Code are very similar in many aspects as to the formation of a contract. However, there are some discrepancies as to the formation of a contract to which the parties need to pay attention in choosing the governing law. Practical implications The parties need to pay attention to the differences concerning the formation of a contract between the North Korean Civil Code and the CISG in concluding a contract for sale with North Korea. Originality/value This paper will be the first research work, to the best of the author’s knowledge, on the comparison of the CISG and the North Korean contract law as to the formation of a contract.

‘Brexit’ and the Boilerplate Clauses in Commercial Contracts

Business lawyers and commercial contracting have been stressed by political uncertainty over the past two years. The prospect of states withdrawing from the European Union creates questions for business law scholarship and practitioners. Lawyers drafting contracts for firms conducting business across borders in different jurisdictions have found new ways to address these risks in their contracts using the so-called ‘Quitaly’ or ‘Brexit’ clauses. Yet, the question imposed on business law scholarship is whether the existence of these clauses materially changes the options available to the contracting parties, or are they simply an extension of other types of clauses, such as a force majeure clause, or other contracting principles, such as the concept of material change of circumstances found within the Contracts for the International Sale of Goods (CISG)? If existing legal norms are incapable of dealing with the Brexit, are we seeing an emergence of a new legal paradigm? Considering the aforementioned issues, this article seeks to address the issues of whether private contracting is adequately addressing the legal risks of potential devolution and whether current contracting approaches to these risks are adequate and effective.

Milletlerarası Mal Satımına Ilişkin Sözleşmeler Hakkında Birleşmiş Milletler Antlaşması (CISG) Uyarınca Alıcının Aynen Ifa Talebi ve Türk Borçlar Hukuku ile Karşılaştırılması

According to the basic logic of contract law, a contract is concluded when the parties perform their obligations arising from this contract and the contract ends. Although this is the rule, the situation where an obligation is not performed for various reasons is often encountered. The legal order determines the claims that can be made against the breaching party when the contractual obligations are not performed. Damages and specific performance are the main claims. Specific performance which constitutes the subject matter of this study means that the performance is insisted on as a consequence of the debtor’s non-performance. In the case of the sale contract, if the seller does not perform his contractual obligations, the buyer demands the transfer of possession and ownership of the goods sold. In this study, the buyer’s right to require specific performance will be examined in the light of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and compared with the Turkish Law of Obligations.

Frustration and Remedies Under the CISG, UNIDROIT Principles and English Law: A Comparative Review

The doctrine of frustration is one of the most efficient risk sharing mechanisms in a commercial contract under the Contracts for the International Sale of Goods (CISG), Institute for the Unification of Private Law (UNIDROIT) Principles of International Commercial Contract and the English law. This article investigates and comparatively discusses the various remedies that can apply under a frustrated contract.

INDONESIA AND ITS RELUCTANCE TO RATIFY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG)

There is still a huge debate on business policy in Indonesia pertaining the fact that the Government of Indonesia is still reluctance to ratify one of the important conventions for the business world namely CISG (Convention on Contracts for the International Sale of Goods). This paper attempts to discuss the issues which will deliver inter-disciplinary areas such as law, economics, and public policy. By analyzing this matter with a comprehensive measure, it will ensure an appropriate understanding and thus create more precise analysis to serve a contribution in suggesting solve-problem. Despite having its particular point of view, the author based and used other scholar`s arguments to compare and present the debate towards current business circumstance on practice, policy, and relevant regulations. The finding of this paper is either the current condition of business practice or global pressure are inadequate to force the immediate urgency to ratify the CISG. While the last option comes from the political will of government, the author believes that the government should seek to ratify the CISG in a convenient timing rather than alter the National Civil Code.

Mitigation of Damages for Breach of Contract for the International Sale of Goods

This article addresses the duty to mitigate damages in activities relating to the international sale of goods that are governed by the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG), which is performed by the creditor in the event that the debtor breaches the contract. It is based on a dogmatic understanding of Article 77 of the CISG. The paper examines legal theory in order to establish the concept and legal character of mitigation of damages, and, through this, the scope. Court decisions and arbitration awards have also been studied, which, when implemented, have established what type of mitigating behavior should be undertaken by the creditor if the debtor breaches the contract.

Reimagining transnational validity under the CISG

PurposeThe aims and objectives of the United Nations Convention on Contracts for the International Sale of Goods (CISG) have been defeated by the intrusion of domestic laws of different contracting states in the interpretation of the provisions of this Convention. One of the most abused channels of this un-uniform interpretation is through art 4 of the CISG, which excludes the matters of validity and property from the Convention’s jurisdiction. This paper, therefore, aims to critically analyze the dangers of unsystematic reliance on the domestic laws in the interpretation of art 4 of the CISG on matters involving transnational validity and property.Design/methodology/approachThe paper will use doctrinal methodology with critical and analytical approaches. The paper will incisively study the doctrines, theories and principles of law associated with validity of commercial contracts and the implications of exclusion of the doctrine of “validity” under the CISG.FindingsThe findings and contribution to knowledge will be by way of canvassing for a uniform transnational validity doctrine that will streamline and position the CISG to serve as a uniform international commercial convention.Originality/valueThis paper adopted a conceptual approach. Even though the paper ventilated the views of many writers on the issue of application of the doctrine of validity under the CISG, the paper, however, carved its own niche by making original recommendations on how to create a uniform validity jurisprudence under the CISG.

Milletlerarası Mal Satımına İlişkin Sözleşmeler Hakkında Birleşmiş Milletler Anlaşması (CISG) Uyarınca Hasar Sorunu ve Türk Borçlar Kanunu İle Karşılaştırılması

<span style="color: rgb(0, 0, 0);">The study examines the risk problem in light of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and the comparative relationship between CISG and the Turkish Code of Obligations (Law No: 6098). In this study we examine the concept of risk and also explain the concepts of performance risk and price risk. CISG has been influenced by many legal systems, such as Roman, Swiss, French, and German Laws, prior to its appearance on the legal platform. Thus, solutions to the risk problem, pertaining to the legal system, have been considered. An important part of this study is concerned with the examination of art. 66-70 of the CISG which address the regulation of the risk problem. In the last part of this study, a comparison is made between CISG’s view of the passing on of risk, and Turkish law.</span>

The Problem of ‘Open Price Term’ in Contracts of Sale of Goods in Iran and under the United Nations Convention on Contracts for the International Sale of Goods

This is an undeniable fact is that incomprehensible or restricted rules cause problems for merchants as suppliers. This is more perceptible through domestic rules of the countries. However, international businessmen are also affected by existing conflicts in the international regulations. The concept of ‘open price term’ in contracts for the sale of goods is one of the best samples for developments in the world’s trade. However, regarding the open price term, the Iranian law has yet to adopt this vital phenomenon. On the other hand, if Iranian legislator aims to impose open price rules in the regulations, provisions of an international set of rules seem to be a useful model for such regulations as they are more common and have the capacity of being applied in the contracts made by parties from all over the world. As such, the United Nations Convention on Contracts for the International Sale of Goods (CISG), as an international set of rules containing open price rules is chosen in this paper to be studied as a model for such regulations. However, respective Article in CISG consists of some shortcoming as well. Thus, Adopting the doctrinal research method, in this paper aims to highlight the importance of adopting new rules for new methods of transaction and the necessity of amendments on existing rules.

Human Rights Protections in International Supply ChainssProtecting Workers and Managing Company Risk: 2018 Report and Model Contract Clauses from the Working Group to Draft Human Rights Protections in International Supply Contracts, ABA Section of Business Law

This report and the model contract clauses that it contains are an effort to help companies provide legally effective and operationally likely human rights protections for workers in international supply chains. The report is the product of the Working Group to Draft Human Rights Protections in International Supply Contracts, which is a unit of the American Bar Association Business Law Section. After identifying the problems, such as human trafficking and factory collapses as well as developing compliance obligations under federal, state, and foreign law, the report explains the difficulty of drafting legally effective clauses. Most of the issues result from the focus of established sales law on the conformity of the goods themselves rather than on the conditions under which the goods are made. Other issues stem from the tension between default remedies under sales law and the remedies that buyers and non-parties would prefer in the context of forced labor or other human rights violations. Accordingly, many clauses focus on warranty and remedies issues. In addition, disclaimers attempt to manage company risk by addressing theories of liability advanced in litigation (e.g., undertaking liability, peculiar risk doctrine, and third party beneficiaries). The contract clauses are drafted in the alternative so that they should work under the Uniform Commercial Code (UCC), as it is in effect in most of the US, and under the UN Convention on Contracts for the International Sale of Goods (CISG), which applies to many international sales of goods. Extensive annotations based on legal research explain the drafting choices made.

The Evolution of Good Faith in Western Contract Law

The concept of good faith as it pertains to Western contract law has existed since the Roman Republic. As a preeminent roman legal scholar, Cicero wrote: “Ut inter benos bene agier oportet et sine fraudatione” - one must act well, as among good men without fraudulence. The Roman law recognized the concept of bona fides and most western civilizations have developed legal systems that require some degree of good faith between contracting parties. For the Roman lawyer, good faith or bona fide meant fidelity to promise. At common law it asks what a reasonable person would take the parties to have meant at the time of their agreement. Civil law nations such as Germany have codified the obligation of good faith, as has the United States in its Uniform Commercial Code, but its concept of good faith is not as extensive as its civil law peers. The UK has not formally codified good faith, but it has been recognized in many judicial decisions. Additionally, all of the above-mentioned countries are at least signatories to the United Nations Convention on Contracts for the International Sale of Goods (CISG) , and the International Institute for the Unification of Private Law (UNIDROIT), which both mandate that parties contract in good faith. But while good faith is at least recognized by these countries, it has not been implemented even handedly. History has altered good faith, and it has evolved to suit the needs of the cultures that have adopted it. This paper seeks to explore the transmission of the concept of good faith from Roman law to common law, from civilian to case law systems.

The Hague Choice of Law Principles, CISG, and PICC: A Hard Look at a Choice of Soft Law†

The Hague Principles on Choice of Law in International Commercial Contracts are “soft” private international law rules. They empower parties to choose either State law or soft “rules of law” to govern their contract, regardless of whether they litigate or arbitrate. This article investigates the relationship between the Hague Principles and two sets of rules of law which parties may choose: the UNIDROIT Principles of International Commercial Contracts (PICC) or the United Nations Convention on Contracts for the International Sale of Goods (CISG). It makes three principal claims. First, the nature of the Hague Principles and their relationship with the PICC or the CISG gives rise to several normative ambiguities which need clarification. Second, the Hague Principles do not limit the parties' ability to divide their contract at a choice of law level (horizontal depecage): parties can influence not only which rules of law govern the contract but also their content. This is undesirable as a matter of principle. It may also facilitate results which the PICC and the CISG do not intend. Third, the Hague Principles provide that the law which the parties purportedly chose determines whether the parties agreed on a choice of law. They also provide a mechanism which designates the law which the parties purportedly chose in standard contract terms. Applied to rules of law, the suitability of these provisions is questionable: alternatives should be explored.

Remedies Under the Convention on Contracts For The International Sale of Goods and the United Kingdom's Sale of Goods Act: A Comparative Examination

The United Nations Convention on Contracts for the International Sale of Goods (CISG) has played an increasingly important role in international trade and considering that the law of England and Wales has a long history of being selected as the governing law in sales contracts, there has been much debate over whether the United Kingdom (UK) should ratify the CISG. Due to the different preferences and approaches adopted by the CISG and the UK’s Sales of Goods Act 1979 (especially in respect of remedial provisions), this note will make a comparative study of remedies — such as the right to termination, specific performance, the reduction of price and the right to cure — under both of these legal regimes. It will also deal with the argument of vagueness and uncertainty inherent in the concept of fundamental breach, economic inefficiency of specific performance and the necessity of other remedies under the CISG which are unfamiliar to English lawyers. It will be argued that the arrangement of remedies under the CISG is better and worth serious consideration by English law.

Open-price ugovori o međunarodnoj prodaji robe - odnos članova 14 i 55 Konvencije Ujedinjenih nacija o ugovorima o međunarodnoj prodaji robe

This paper examines the relationship between Arts. 14 and 55 of the United Nations Convention on Contracts for the International Sale of Goods (CISG). According to Art. 14(1) CISG for the valid offer it is necessary that the price of the goods is at least determinable. On the other hand, Art. 55 CISG presuposes that the contract can be valid even if the price is neither determined nor determinable. Linguistic interpretation of those provisions shows contradiction and the controversy stems from demand from Art. 14(1) CISG for sufficiently definite price and open-price rule from Art. 55 CISG. The relationship between those provisions, if any, is widely discussed in theory. The author analyzes possible approaches advocated by scholars and attempts to resolve this contradiction.

Good Faith Under the CISG and UAE Law

This research is written to shed the light on good faith as one of the most controversial concepts in the United Nations Convention on Contracts for the International Sale of Goods (CISG) by way of comparison with the doctrine of good faith in the law of the United Arab Emirates (UAE). It seeks to provide the readers with a quick background of the concept of good faith and its role in both the CISG and UAE law.

UN Convention on Contracts for the International Sale of Goods (CISG)

UN Convention on Contracts for the International Sale of Goods (CISG)

Formation of contracts for the international sale of goods under Korean law and the CISG

PurposeThe purpose of this paper is to describe and analyze the rules on the formation of contracts under Korean law and the Contracts for the International Sale of Goods (CISG) in a comparative way and introduce the relevant proposed rules under the Amendment Draft of the Korean Civil Code (KCC). In addition, it attempts to compare and evaluate them in light of the discipline of comparative law.Design/methodology/approachIn order to achieve the purposes of the study, it executes a comparative study of the rules as to the formation of contracts of the CISG, Korean law and the Amendment Draft of the KCC. The basic question for this comparative study is placed on whether a solution from one jurisdiction is more logical than the others and to what extent each jurisdiction has responded to protect the reasonable expectations of the parties in the rules as to the formation of contracts.FindingsThe comparative study finds that most of the rules under the CISG are quite plausible and logical and they are more or less well reflected in the proposals advanced by the KCC amendment committee. On the other hand, the other rules under the CISG which have brought criticisms in terms of their complexity and inconsistent case law invite us their revision or consistent interpretation. The drawbacks of the CISG have also been well responded in the Amendment Draft of the KCC. Nevertheless, it is quite unfortunate that the Amendment Draft of the KCC still has a rule that regards any purported performance with non-material alteration of the terms of an offer as an acceptance.Originality/valueThis study may provide legal and practical advice to both the seller and the buyer when they enter into a contract for international sales of goods. In addition, it may render us an insight into newly developed or developing rules in this area and show us how they interact with each other. Furthermore, it may be particularly useful in Korea where there is an ongoing discussion for revision of the KCC.