Scope of UNCISG - Internationalbusssp2012

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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)
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