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Scope of UNCISG

Scope of UNCISG. When is contract governed by the CISG?. International Diversity.

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Scope of UNCISG

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  1. Scope of UNCISG When is contract governed by the CISG?

  2. International Diversity • Two countries who principal place of business is in different States (nations) and (a) both states are contracting states or (b) one state is a contracting state and international choice of law rules lead to the application of the law of the contracting state. • Article 95 Reservation

  3. International Diversity • More than 1 place of business: the place with the closest relationship to the contract is the “place of business” for determining international diversity. Article 10(a)

  4. Sale of Goods • Article 2: Convention does not define “goods” but specifically excludes: • Commercial paper • Securities • Ships • Aircraft • Electricity • Goods sold to consumers

  5. Mixed Contracts • Article 3(2) • Governed by CISG unless the “preponderant part of the obligations of the party who furnishes the goods, consists in the supply of labor and other services • If a large part of sellers obligation is to provide labor and other services, does not apply.

  6. Future Goods Art. 3 • Applies to Contract for future goods, unless the buyer supplies a substantial part of the materials.

  7. Other “Goods” • Intellectual Goods Not mentioned CISG • Real Property not covered

  8. Choice of Law • Principals of private international law determine which States domestic laws apply • Hague Convention on Law Applicable to International Sales of Goods

  9. What does CISG govern? • Article 4: convention only governs: formation of contract and the rights and obligations of the parties • Does not govern the “validity” of contract, not concerned with fairness

  10. When CISG is incomplete • Article 7(2) Look to the conventions general principals if applicable principal cannot be found use applicable domestic law. • 3 step analogical analysis: • Look at things that are regulated by the convention • Does the convention reject extension • Is the case so similar that the results should be the same.

  11. General Provisions • Article 7 • Inhibits local courts who hear convention cases from applying local law • Requires good faith in interpreting the convention but no good faith requirement in making the contract

  12. General provisions • Article 8- rules for interpreting the contract. 3 step analysis: • Where parties have common intent, give effect to parties agreement • Divergent intent- one party has knowledge or could not have been unaware of other party’s intent then other parties interpretation prevails • Divergent intent- parties unaware- the statements and conduct are subjected to reasonable person standard

  13. General Provisions • Article 9 • Allows parties to include any usage to which they have agreed. • Article 11 • Contract can be enforceable even if it is not in writing and may be proven by any means. • Reservation possible (Art 12 and 96)

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