Scope of UNCISG When is contract governed by the CISG? 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 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) Sale of Goods Article 2: Convention does not define “goods” but specifically excludes: Commercial paper Securities Ships Aircraft Electricity Goods sold to consumers 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. Future Goods Art. 3 Applies to Contract for future goods, unless the buyer supplies a substantial part of the materials. Other “Goods” Intellectual Goods Not mentioned CISG Real Property not covered Choice of Law Principals of private international law determine which States domestic laws apply Hague Convention on Law Applicable to International Sales of Goods 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 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. 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 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 General Provisions Article Allows parties to include any usage to which they have agreed. Article 9 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)