The Convention on Contracts for the International Sale of Goods Scope, Interpretation and Resources

Reproduced with permission from the author and the Cornell Review of the Convention on Contracts for the International Sale of Goods (1995) 147-187 The Convention on Contracts for the International Sale of Goods: Scope, Interpretation and Resources Albert H Kritzer [*] Introduction The Uniform Commercial Code (UCC) is the U.S uniform domestic commercial code The Convention on Contracts for the International Sale of Goods (CISG) [1] is our uniform international commercial code The CISG is designed to foster world trade by acting as a bridge to improved understanding in business dealings between persons from different countries and cultures When the CISG applies to a contract, its provisions replace those of otherwise applicable domestic law A special virtue is its practicality in developing markets hampered by uncertainty as to the interpretation of domestic law For example, in China, case law holds that where CISG provisions relating to a contract differ from those of domestic law, CISG provisions are applicable The United States took special steps to make the CISG practical: "[C]harged with helping on this project to unify international sales law was a study group consisting of sales and contract law experts, about half of them law professors, the other half leading private attorneys, counsel for Fortune 500 corporations, and representatives of the National Foreign Trade Council This Study Group provided the sales law expertise to ensure that the experts sitting for the United States were in touch with the "real world." [2] Finalized at a diplomatic conference attended by delegates from sixty-two countries,[3] the CISG has had an unusually high and rapid level of acceptance by national governments Ratification of conventions on international commercial law normally proceeds at a glacial pace.[4] However, CISG ratifications quadrupled in the few short years since it came into effect A spur to ratification is "broad agreement that barriers to trade resulting from differences in laws should be removed." [5] The CISG is today the uniform international sales law of countries accounting for over twothirds of all world trade,[6] with a growing list of subscribing countries There has been an explosion of scholarly writings on the CISG, and case law is growing exponentially The volume of CISG case law will likely exceed that of the UCC There are already more scholarly writings on the CISG than have ever accompanied any other new sales code Despite this attention, there are many attorneys who are not aware of the CISG A still larger number not have experience in researching the CISG and are unfamiliar with its interpretation and application in the international setting for which it is designed As a consequence, many lawyers faced with international commercial law problems are not prepared to properly counsel their clients In addition, some courts have applied the CISG as though it were domestic law, thereby undermining its value as uniform international law The nature of the problem this can present to our international traders has been put as follows: "Domestically, the [US] law regarding sale of goods between merchants is dealt with in great detail by the provisions of Article of the Uniform Commercial Code and the extensive case law that has developed over its application Traders [from the United States] and their lawyers have adopted its rules as the "natural" way of doing business The spill over into the area of international trade was, not surprisingly, a rational consequence of its existence It can be said, that 'doing business the UCC way' has become, like driving an automobile, a conditioned reflex to the American business community, both domestically as well as in international commerce "With the appearance of the Convention on the scene, some of these reflexes must now be reprogrammed, unless the American international trader suddenly finds himself facing a legal (and consequently a financial) situation over which he no longer has any control."[7] To counsel on the CISG and to apply it, the Bar and bench must understand it There are primers, basic texts, and other publications on this new sales code Computer technology, through the Internet and the World-Wide Web, provides another avenue for improved understanding of the CISG The National Center for Automated Information Research (NCAIR) has funded the development of an electronic platform to make information on the CISG more readily available A CISG World-Wide Web (W3) database has been created to handle the explosion of cases and scholarly writings The CISG W3 database is an aid to the practice of law that harnesses the collaborative potential of computer technology It is designed to provide practicing attorneys, jurists, and scholars an added opportunity to participate in the interpretation of the CISG by sharing their knowledge and insights I Utilizing the CISG A listing of environments encountered in international trade introduces situations in which the CISG can be helpful A Environments Most international contract environments are differentiable based on the legal cultures of the countries of the contracting parties and the maturity of their domestic legal systems These environments may be categorized as follows Category one consists of contracts between parties from common law and civil law countries Contracts between parties from different civil law countries comprise category two, while category three involves contracts entered between parties from different common law countries Categories four through six are based on the relative maturity of legal systems Category four involves contracts between parties both of whom are from countries with developed legal systems When a party from a country with a developed legal system enters into a contract with a party from a country with a developing legal system, it is a category five environment Contracts between parties from countries with developing legal systems are listed in category six B The Challenge that Led to the Creation of the CISG "If two people come from different cultures, they can use the same words and mean two different things; and without planning to, either one of them can mislead the other." [8] When communicating with persons of different countries, a bridge to improve understanding is helpful, "[e]ven if we prefer to speak in our own language, and even if we are able and willing to speak the language of an interlocutor In the same way, the [CISG] should be able to function as a legal lingua franca for international sales among those who cannot agree to allow the law of one of the parties to be the law of the contracts."[9] A bridge to improve understanding is helpful in category one, because the legal cultures of the contracting parties are in many respects different Needs for a bridge to understanding arise in categories two and three, for example, when civil law regimes differ from one another or when American approaches diverge from traditional English approaches A legal lingua franca has similar utility in category four transactions Depending upon the respective legal cultures, the need for a CISG by both parties to a business transaction comes to the fore in categories five and six.[10] An example is trade between the United States and China When dealing with the Chinese, I have encountered difficult negotiating the UCC or the domestic law of any country other than China as the governing law of contracts I have been reluctant to accept Chinese domestic law as the governing law because I am uncertain as to its interpretation Among my pre-CISG alternatives were general principles of international law or no governing law clause and a reference to arbitration, perhaps in Stockholm (because Nordic law has considerable certainty and with the hope that Swedish arbitrators would draw on principles of their law when ruling on the contract) The CISG is now the law of China, and CISG case law from China holds: "Article of the Foreign Economic Contract Law [of the Peoples Republic of China] stipulates that where the provisions of an international treaty to which [China] is a signatory or a participant and which is related to a contract are different from those of the laws of [China], the provisions of such international treaty are to be applied."[11] C Requirements Significant benefits can be derived from the CISG.[12] However, to achieve its potential, it must overcome barriers The Bar and the bench must participate in the ClSG's development Because this is a new law, there have been cases in which "judges and attorneys have not yet recognized sufficiently that contracts they consider are regulated by the Vienna Convention." [13] This presents one challenge Another is our courts must have regard to the "international character" of this law "and to the need to promote uniformity in its application" [14] There is a mass of information to be assimilated Scholars must be equipped to assist attorneys and judges struggling to comprehend the ramifications and applications of this new law A major help they can provide to the Bar and the bench is by "collect[ing] cases and analyz[ing] the literature of [our country and of] other countries as thoroughly as possible in order to present the full picture of interpretations and opinions to our [attorneys and] jurists." [15] II Scope of the CISG The scope of the CISG is defined in Article 1: "This Convention applies to contracts of sale of goods between parties whose places of business are in different States: (a) when the States are Contracting States; or (b) when the rules of private international law lead to the application of the law of a Contracting State."[16] A Legal Families That Subscribe to the CISG The different legal systems of Contracting States illustrate the need for "a common language [for] civil law and common law jurists alike." [17] Common Law Family Civil Law and Other Families Australia Canada * New Zealand Singapore Uganda United States ** Zambia Argentina Austria Belarus Bosnia-Herzegovina Bulgaria Chile China Cuba Czech Republic Denmark Ecuador Egypt Estonia Finland France Georgia Germany Guinea Hungary Iraq Italy Lesotho Lithuania Mexico Moldova Netherlands * Quebec is a civil law province of Canada ** Louisiana and Puerto Rico are civil law jurisdictions within a common law republic B Transactions Governed by the CISG Transactions Between Parties from Contracting States Norway Poland Romania Russian Federation Slovak Republic Slovenia Spain Sweden Switzerland Syria Ukraine Yugoslavia The CISG applies to transactions where each party has his relevant place of business in a different Contracting State.[18] Transactions Between Parties from Contracting States and Non-Contracting States The CISG also applies to transactions between parties from Contracting and non-Contracting States in the following circumstances: (a) When the parties so state in their contracts.[19] Such contractual election is valid to the extent that it does not affect the application of mandatory provisions of applicable domestic law.[20] (b) "[W]hen the rules of private international law lead to the application of the law of a Contracting State." [21] This application is authorized by CISG Article 1(1)(b) Countries that not wish to be bound by Article 1(1)(b) may so declare The United States, China, the Czech Republic, Singapore, and the Slovak Republic have so declared pursuant to CISG Article 95 (c) When a tribunal deems it applicable For instance, even though the parties did not refer to the CISG in their contract and the CISG was not by its terms applicable to the transaction, a tribunal may use the CISG as evidence of international usages.[22] Through this use, "the doors for the application of the CISG are wide open."[23] Transactions Between Parties Who Are Not from Contracting States The CISG can also apply to transactions where both parties are from non-Contracting States pursuant to (a) or (c) above and in other situations For example, "In November 1988, a German seller contracted to supply steel bars to a Syrian buyer According to the terms of the sales contract, the 'substantive laws of France' applied A dispute subsequently arose as to the quality of goods delivered, and the matter was submitted to ICC arbitration in France The tribunal held that since the parties had chosen French law, the dispute should be decided in accordance with the CISG which had been in effect in France since January 1, 1988 Obviously, the CISG did not apply to this contract by default [since neither Germany nor Syria were Contracting States when the contract was made] However, since the arbitrators considered themselves bound by the parties' choice of French law, and since the CISG has been an integral part of French law since January 1, 1988, the parties were held to have 'contracted in' to the Convention regime."[24] C Limitations on the Scope of the CISG The CISG does not cover every aspect of international sales contracts It governs only the formation of the contract and the rights and obligations of the seller and buyer.[25] Generally, the CISG defers to domestic law on validity issues and does not address the contract's effect on the property interest in the goods sold.[26] The CISG does not apply to liability of the seller for death or personal injury caused by the goods.[27] The CISG applies to the sale of goods,[28] but not to consumer sales or the sale of securities, ships, vessels, hovercraft, aircraft, or electricity [29] It also does not apply to contracts where the party who orders the goods undertakes to supply a "substantial part" of the materials necessary for the manufacture or production of the goods, or where the "preponderant part" of the seller's obligation is to supply services.[30] III Interpretation of the CISG Case law (jurisprudence), scholarly writing (doctrine), and legislative history (travaux préparatoires) play prominent roles in interpreting the CISG CISG Article 7(1) states that "[i]n the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application ." [31] This calls for consideration of CISG interpretations by judges, arbitrators, and scholars of other countries as well as of rulings on the CISG in our country Under U.S domestic law, a ruling on a UCC provision by a New Jersey court is not binding on a New York court, but litigants before a New York court may refer to the New Jersey ruling and the New York court will consider it The U.S Supreme Court treats international conventions in a similar manner In Air France v Saks, the U.S Supreme Court found "the opinions of our sister signatories [to an international convention are] to be entitled to considerable weight." [32] In his testimony before the US Senate Committee on Foreign Relations, John Honnold elaborated: "[U.S.] sales law has grown with an acceptable degree of uniformity because of the regard that courts in each state give to the development of the same legal text in other states The obvious need for harmony in international trade that has led to the preparation and acceptance of the Sales Convention can be expected to lead to similar cross-fertilization and harmonious growth of international sales law subject to the Convention."[33] A Aids to Uniform Interpretation: Case Law (Jurisprudence) Sources of Data on CISG Case Law Sources of data on CISG case law include: Lexis, Westlaw, the United Nations Commission on International Trade Law (UNCITRAL), Unilex, a CISG case compendium, reports by the International Chamber of Commerce, among others, and the CISG W3 database Lexis has published data on fourteen CISG cases, and Westlaw has published data on ten cases.[34] UNCITRAL's CLOUT reporting service provides data on fifty-one CISG cases.[35] Unilex is an electronic database service which contains information on 146 CISG cases.[36] Professor Michael R Will of the University of Geneva has produced a case compendium which contains over 220 CISG case citations.[37] There are also several new developments The International Chamber of Commerce has commenced publishing data on arbitral awards involving the CISG.[38] National databases are also emerging For example, in 1996 the University of Freiburg commenced reports on German case law This databank already contains extensive information on sixty-eight German court rulings on the CISG.[38a] And the Institute of International Commercial Law of the Pace University School of Law has introduced a World-Wide Web database (CISG W3) containing data on court rulings and arbitral awards under the CISG and antecedent treaties Countries of Parties and Products Involved in Reported CISG Cases The CISG has been cited in cases involving contracting parties from Argentina, Australia, Austria, Belgium, Brazil, Bulgaria, Canada, China, Croatia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Hong Kong, Hungary, Iran, Italy, Japan, Mexico, Netherlands, Nigeria, Portugal, Spain, Sweden, Switzerland, Syria, Turkey, United Kingdom, United States, and Yugoslavia Of these countries, Belgium, Brazil, Croatia, Hong Kong, Iran, Japan, Nigeria, Portugal, Turkey, and the United Kingdom are not yet Contracting States evidence of CISG impact on parties from such countries as well as from Contracting States.[39] The CISG has been cited in cases involving contracts entered into by parties in many lines of business (italicized entries involved U.S contracting parties): Adapters Air conditioners Airplane engines Apples Automatic storage system Bags Bale compressor Baling press Bathing suit material Blocks of stone Boilers Boots Brushes and brooms Building material Camcorders Candy Car Caravan Cast-iron products Cedar shakes Cheese Children's shoes Chinchilla furs Cloth Clothes Coke Communications equipment Construction material Copper and nickel Corn Doors Electronic components Fabrics Fashion textiles Ferrochrome Fibre Filling machines Fittings Frozen chicken Fruit Furniture Garden Flowers Garlic Garments Gas equipment Gherkins Granite stones Granulate Granulator Hearing aids Industrial machinery Ink printers Jeans Key press Lambs Latex gloves Lithographs Lorry platforms Machinery Marble slabs Market study Metallic hangar Motor yacht Mower Mussels Optical equipment Pancakes Paneling Paper sack factory Paper sacks Pork fat Radio equipment Rare hardwood Rolled metal sheets Rubber gloves Sailing yacht Saltwater tank Shirts Shoes Shower cabinets Skins Steel bars Sweaters Sweet potatoes Synthetic panels Test tubes Textiles Tickets for sports events Tiles Tin sheets Tools Trucks Vegetables Veneer machines Wall tiles Wallets Weight equipment Windows Wine Women's clothes Word processors Yarn Compressors Computer Computer components Kitchen furnishings Kitchen spatulas Knapsacks Software Special screws Sports articles Of the cases involving parties from the United States, many were tried outside the United States evidence of the offshore as well as domestic impact of the CISG on US businesses.[40] Case Law on Antecedent Conventions that Can Be Relevant to the Interpretation of the CISG Cases under laws that preceded the CISG can also be relevant to the interpretation of the CISG The Hague Convention Relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF) [41] and the Hague Convention Relating to a Uniform Law on the International Sale of Goods (ULIS) [42] are antecedents to the CISG ULIS and ULF were the uniform international sales laws of Belgium, Gambia, the Federal Republic of Germany, Israel, Italy, Luxembourg, Netherlands, San Marina, and the United Kingdom ULIS or ULF case law can be useful where the CISG adopted provisions of these uniform laws because "[i]t is common sense that if the Convention adopts a phrase which appears to have been taken from one [uniform] legal system where it is used in a specific sense, the international legislators are likely to have had that sense in mind and to intend its introduction into the Convention."[43] For example, the CISG language on consequential damages in Article 74 is substantively identical to ULIS language The drafters of Article 74 considered ULIS Article 82,[44] and carried this provision forward with no substantive changes.[45] A comparison of ULIS Article 82 with CISG Article 74 demonstrates their consanguinity: ULIS Article 82 [D]amages for a breach of contract by one party shall consist of a sum equal to the loss, including loss of profit, suffered by the other party Such damages shall not exceed the loss which the party in breach ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters which then were known to him, as a possible consequence of the breach of contract CISG Article 74 Damages for breach of contract by one party consist of a sum equal to the loss, including loss of profit, suffered by the other party as a consequence of the breach Such damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the contract, in the light of the facts and matters of which he then knew or ought to have known, as a possible consequence of the breach of contract While many of the CISG's ULIS or ULF antecedents are not so similar, some provisions are more similar to their ULIS or ULF antecedents: ULIS Article 40 The seller shall not be entitled to rely on the provisions of Articles 38 and 39 if the lack of CISG Article 48 The seller shall not be entitled to rely on the provisions of Articles 38 and 39 if the lack of conformity relates to the facts of which he knew, conformity relates to facts of which he knew or or of which he could not have been unaware, and could not have been unaware and which he did which he did not disclose not disclose to the buyer Examples of decisions under the Hague Conventions that can help interpret other provisions of the CISG include a ULIS case from the Netherlands that has been cited to support the conclusion that "reasonableness" is a general principle of the CISG,[46] and a ULIS case from Germany said to support the proposition that the CISG is a "yardstick for the validity of clauses that the parties have not really agreed upon but that one has imposed upon the other through the use of standard terms or other means." [47] Sources of ULIS and ULF Case Law European attorneys, especially German and Dutch attorneys Germany and the Netherlands are the two most prolific sources of CISG case law are familiar with ULIS and ULF case law Material on these conventions is regularly published in those countries For example, Internationale Rechtsprechung zu EKG and EAG has a good collection of ULIS and ULF case law.[48] Israel can be another good source of ULIS and ULF case commentary.[49] Commentators from these jurisdictions are not the only persons to cite ULIS and ULF case law as an aid to the interpretation of the CISG For example, from the United States, John Honnold writes: "Problems invoking the general rules of article 74 can arise from changes in exchange rates subsequent to the date when the buyer should have paid For a 1978 German decision under ULIS 82 awarding damages for loss from changes in exchange rates during delay, see UNIDROIT, 1979 Uniform Law Review, No 1, 344-348, citing Neue Juristische Wochenschrift 1979, 2480."[50] Caveat: While the comparative use of ULIS and ULF case law to interpret the CISG can be helpful, in some cases the analogy between the conventions can be taken too far.[51] It is always important to closely scrutinize analogies between CISG and ULIS or ULF provisions B Aids to Uniform Interpretation: Scholarly Writings (Doctrine) There are thousands of scholarly writings on the CISG Much of this material is in English There are also many collections of articles on the CISG in, among others, French, Japanese, Russian, Spanish, and Mandarin After English, the next largest volume of CISG literature is in German The following examples of subjects discussed in articles published in German journals illustrate the wealth of material contained in this literature: Allocation of burden of proof Anticipated breach of contract Conformity of goods Consequences of breach of contracts: damages, winding up, and options for restructuring contracts Contract avoidance and seller's right to cure Contract negotiations and culpa in contrahendo under the CISG Contracts for work and materials Continuing effect of seller's collateral obligations after dispatch of and payment for the goods Damages, force majeure, and frustration of purpose Delivery issues, including duty to install Error regarding characteristics of the goods Excluding the CISG External gaps and private international law Foreign industrial property rights, seller's liability Formation of the contract Forum selection clauses and place of performance Fundamental breach of contract and rescission Gaps in the CISG Letters of credit and the CISG Liability for refusal to perform Limitations upon exclusions of liability Liquidated damages Obligation to examine the goods and to give notice of lack of conformity Passage of risk Place of payment Pre-emption of provisions of the CISG by "practices" of the parties Prescription of claims Product liability Refusal to perform Rejection of non-conforming goods Seller's right of stoppage in transit Sphere of application of the CISG Undetermined purchase price Unforeseeability of damages Usages under the CISG Warranty for conformity; implied warranties C Aids to Uniform Interpretation: Legislative History (Travaux Préparatoires) The CISG has a rich and detailed legislative history, much of it contained in UNCITRAL Yearbooks However, the Yearbooks are not easy to access They are not indexed and the article numbering system has been changed often Absent a guide, locating relevant segments of the legislative history can be "like looking for a needle in a haystack." [52] Furthermore, many law libraries not have the Yearbooks Professor Honnold has prepared a documentary history of the studies, deliberations, and decisions which led to the CISG.[53] It contains cross-referenced photo-offset pages from the Yearbooks His work makes this wealth of material much more accessible The CISG W3 database also contains aids to accessing this material 16 CISG, supra note 17 Peter Schlechtriem, Vienna Sales Convention 1980 Developed Countries Perspectives, in Current Developments in International Transfers of Goods and Services 103 (L Rao Penna ed., 1994) 18 CISG, supra note 1, art 1(1)(a) 19 John O Honnold, Uniform Law for International Sales under the 1980 United Nations Convention 134 (2d ed 1991) 20 Id; Fritz Enderlein & Dietrich Maskow, International Sales Law: United Nations Convention on Contracts for the International Sale of Goods 51 (1992) Bernard Audit writes: "Some jurisdictions require that the law chosen by the parties have a 'reasonable link' with the transaction The 'reasonable link' requirement does not necessarily prohibit the party selection of Convention rules A physical link may exist between the transaction and a Contracting State even if this contact is not sufficient to make the Convention applicable by virtue of article Examples are: the delivery of the goods in a Contracting State even though neither party has a place of business in that State; or one party having its place of business in a Contracting State while the other does not, e.g., the seller in the United States and the buyer in [Brazil] Where there is no physical contact, the 'reasonable link' requirement still could be satisfied The selection of Convention rules in such circumstances is not tantamount to choosing the law of some remote country The rules of the Convention have been devised specifically for international sales, and they are in force in a great number of states Even if a given national court balks at the application of a non-national law, it will normally look for an applicable domestic law designated by traditional conflicts principles; as long as Convention rules not run afoul of that law's mandatory principles, they should be given effect." Bernard Audit, The Vienna Sales Convention and the Lex Mercatoria, in Lex Mercatoria and Arbitration 139, 143-44 (Thomas E Carbonneau ed., 1990) In addition, "A similar situation could prevail even in those situations where the Convention is not applicable because of the nature of the sale involved Most of the sales contemplated in article were excluded because they generally are regulated by mandatory domestic rules In the event that the parties designate the Convention applicable to such a sale, it might apply in the interstices of the mandatory rules In the case of consumer contracts (excluded under article 2(a)), however, one also might take the position that the Convention should not be allowed to come into play at all -in order to discourage sellers from 'trying their luck' with the Convention at the consumer's expense." Id at 144 n.12 21 CISG, supra note 1, art 1(1)(b) 22 See, e.g., Final Award in Case No 5713 of 1989, 15 Y.B Com Arb 70 (1990) (officially unpublished) Commentators have described the implications of this arbitral award: "ICC Award No 5713 has dual lessons in regard to the Sales Convention First, where a contract providing for arbitration fails to contain a substantive choice of law clause, the international nature of a transaction may be enough in itself to lead arbitrators to the rules of the Convention, even if CISG technically does not apply to the contract Second, where the choice of law rules applied by arbitrators to determine the applicable substantive rules include reference to 'usages of trade,' the provisions of the Convention may be applied, not as controlling substantive law, but rather as the best available evidence of international usage of trade in sale of goods transactions Either lesson is a natural and logical conclusion for arbitrators faced with a transnational transaction gone bad The two taken together indicate possibilities for dramatic expansion of the application of the Convention's rules ." Ronald A Brand & Harry M Flechtner, Arbitration and Contract Formation in International Trade: First Interpretations of the UN Sales Convention, 12 J.L & Com 239, 258-59 (1993) Audit states that "whether selected by contract or invoked by the arbitrators, Convention rules represent an expression of general practice in international sales." Audit, supra note 20, at 144 He adds, "Moreover, many rules of the Convention, notably the whole of Part II on formation of contract, are not specific to the contract of sale Therefore they could inspire arbitrators in a number of situations." Id at 144 n.14 In a similar vein, the tribunal in ICC Arbitration Case No 7153 refers to the provisions of the Convention as generally characteristic of sales in all judicial systems Sentence rendue dans l'affaire nº 7153 en 1992 [ICC Arbitration Case No 7153], 1992 Journal du Droit International [J Dr Int'l] 1006, 1008 (Fr.) ("généralement caractéristiques de la vente dans tous les systèmes juridiques") Spanogle explains that arbitrators may regard the CISG as "the preferable basis for any lex mercatoria" because it "has been drafted by UNCITRAL, a United Nations Commission whose deliberations are open to all Member States, adopted by a widely-attended diplomatic conference, and ratified or acceded to by over thirty States." John A Spanogle, The Arrival of International Private Law, 25 Geo Wash J Int'l L & Econ 477, 490 (1991) (citations omitted) 23 Schlechtriem, supra note 17, at 114 Another reason to become familiar with the CISG is its influence on domestic sales codes Schlechtriem notes that: "In addition to its direct reception through ratification of the CISG, the Uniform Sales Law has had a relatively strong influence on the development of domestic law For example, the Scandinavian countries relied extensively on the Uniform Sales Law when they codified their sales laws in the 1980s Likewise, the law of obligations and property in the new Dutch Burgerlijk Wetboek is strongly influenced by the Uniform Sales Law The proposals of the German Commission for the Reform of the Law of Obligations, which were presented in autumn 1991, reveal a similarly strong influence of the Uniform Sales Law, for example, in the rules concerning the avoidance of contracts because of a breach of obligation." Peter Schlechtriem, Some Observations on the United Nations Convention on Contracts for the International Sale of Goods, The Frontiers of Liability 29, 31 (Peter Birks ed., 1994) (citations omitted) Schlechtriem adds: "This sort of influence confirms and reinforces the role of Uniform Sales Law as a kind of lingua franca among lawyers with different training and traditions It could become, therefore, a model for the development and transformation of domestic contract laws and may bring about legal harmonization extending beyond the field of international goods traffic." Id 24 Joseph Lookofsky, Understanding the CISG in the USA 16 (1995) (discussing sentence finale rendue dans l'affaire nº 6653 en 1993 [ICC Arbitration No 7153], 1993 J Dr Int'l 1040) 25 CISG, supra note 1, art 26 Id 27 Id art 28 Id art 1(1) 29 Id art 30 Id art 31 Id art 7(1) 32 Air France v Saks, 470 U.S 392, 404 (1985) (defining the term "accident" as used in the Warsaw Convention) (citations omitted) 33 Proposed United Nations Convention on Contracts for the International Sale of Goods: Hearings on S Treaty Doc No 98-9 Before the Senate Comm on Foreign Relations, 98th Cong 2d Sess., 18, 22 (1984) (statement of John O Honnold), Bonell elaborates: "The most effective means of ensuring uniformity in the application of the Convention consists in having regard to the way in which it is interpreted in other countries A particular question of interpretation may already have been brought to the attention of foreign courts or examined in detail by scholarly writings A judge or arbitrator faced with the same issue should take into consideration the solutions so far elaborated in other Contracting States." Michael Joachim Bonell, Article 7, in Commentary on the International Sales Law 91, 91 (M.J Bonell & C.M Bianca eds., 1987) 34 As of September 1995 35 Case Law On UNCITRAL Texts (CLOUT) is a system for collecting and disseminating information on court decisions and arbitral awards relating to conventions and model laws promulgated by UNCITRAL CLOUT's purpose is to promote international awareness of the legal texts formulated by UNICITRAL and to facilitate their uniform interpretation and application The CLOUT system is explained in United Nations Commission on International Trade Law, Case Law on UNCITRAL Texts (CLOUT): User Guide, UN Doc A/CN.9/SER.C/GUIDE/1 (1993) (available from the UNCITRAL Secretariat, P.O Box 500, Vienna International Centre, A-1400 Vienna, Austria Fax (43-1) 21345-5813) [hereinafter CLOUT User Guide] The document numbers for CLOUT abstracts of CISG cases are UN Doc A/CN./9/SER.C/ABSTRACTS/1 (May 17, 1993) (eight CISG case abstracts); UN Doc A/CN./9/SER.C/ABSTRACTS/2 (Nov 4, 1993) (six CISG case abstracts); UN Doc A/CN./9/SER.C/ABSTRACTS/3 (May 24, 1994) (eight CISG case abstracts); UN Doc A/CN./9/SER.C/ABSTRACTS/4 (Aug 30, 1994) (four CISG case abstracts); UN Doc A/CN./9/SER.C/ABSTRACTS/5 (Oct 14, 1994) (no CISG case abstracts); UN Doc A/CN./9/SER.C/ABSTRACTS/6 (Apr 10, 1995) (eight CISG case abstracts) [hereinafter CLOUT Abstract 6]; UN Doc A/CN./9/SER.C/ABSTRACTS/7 (July 12, 1995) (eleven CISG case abstracts); UN Doc A/CN./9/SER.C/ABSTRACTS/8 (December 21, 1995) (six CISG case abstracts) These abstracts are available from the Secretariat at no charge: "The abstracts are intended to provide sufficient information to enable readers to decide whether it is worthwhile to obtain and examine the complete decision or arbitral award that is the subject of the abstract They will usually be no longer than one-half of a page Exceptions may be made where a decision or award is particularly complex or deals with several provisions of the [CISG] In view of the necessity for brevity, the substantive part of the abstract will ordinarily not be a complete summary of the full decision or award, but should suffice as a 'pointer' to the specific issues concerning the application and interpretation of the [CISG] in a given decision or arbitral award." CLOUT User Guide, supra, at UNCITRAL has also commenced entering CLOUT abstracts on the Internet As of March 1996, the first six CISG abstracts have been so entered UNCITRAL's website address is: http://www.un.or.at/uncitral 36 Unilex is an electronic database marketed by Transnational Publications, located in Irvington, New York It is produced by, among others, Professor Michael Joachim Bonell of La Sapienza University of Rome 37 Michael R Will, International Sales Law under CISG: The First 222 or So Decisions (3rd ed 1995) 38 Seven ICC arbitral awards are presented in Extracts from ICC Awards on the Application of International Conventions, Int'l Chamber Com Bull., Nov 1995, at 60-76 38a This material is contained in the newly introduced Rabel Website Project of the Institute of Foreign and International Law (Dept 1) of the University of Freiburg, Germany The website address is: http://www.jura.uni-freiburg.de/ipr1/cisg 39 Will, supra note 37 40 Id 41 Conventions on International Sale of Goods and Formation of Contracts for International Sale of Goods, Convention Relating to Uniform Law on the Formation of Contracts for the International Sale of Goods, opened for signature July 1, 1964, I.L.M 854, 864 [hereinafter ULF] 42 Conventions on International Sale of Goods and Formation of Contracts for International Sale of Goods, Convention Relating to a Uniform Law on the International Sale of Goods, opened for signature July 1, 1964, I.L.M 854, 855 [hereinafter ULIS] 43 F.A Mann, Uniform Statutes in English Law, 99 L.Q Rev 376, 383 (1983) For a similar point of view by a civil law authority, see Frans J.A Van der Velden, Indications of the Interpretation by Dutch Courts of the United Nations Convention on Contracts for the International Sale of Goods 1980, in Netherlands Reports to the Twelfth International Congress of Comparative Law 21, 33-34 (P.H.M Gerver et al eds., 1987) 44 UNCITRAL Y.B 44, U.N Doc A/CN.9/SER.A/1974 (1974) 45 UNCITRAL Y.B 62, 107, 113, U.N Doc A/CN.9/SER.A/1975 (1975) UNCITRAL Y.B 59, U.N Doc A/CN.9/SER.A/1978 (1978) United Nations, United Nations Conference on Contracts for the International Sale of Goods 131-32, U.N Doc A/CONF.97/19 (1981) [summary of Article 74 deliberations] [hereinafter United Nations Conference] 46 Commenting on "reasonableness" as a general principle of the CISG, Van der Velden cites Judgment of Jan 1, 1976, Gerechtshof Amsterdam, 1978 Schip en Schade [S&S] 79 The issue before the court was the reasonableness of the period of time set for payment according to ULIS Article 62(2) The court stated, "The Uniform Law on International Sales uses in its Articles 10, 11, 13, 22, 26(1), 26(4), 37, 42(2), 61(2), 66(2), 74, 88 and 91 the words 'reasonable', 'unreasonable,' and 'reasonably'; 'reasonableness' is therefore one of the general principles" of ULIS Van der Velden, supra note 43, at 44 n.42 (citations omitted) An English translation of the text of this decision will be included in the CISG W3 database, courtesy of Professor Harm-Jan de Kluiver 47 Judgment of Apr 29, 1982, OLG Hamm, 1983 Praxis des Internationalen Privat-und Verfahrensrechts [IPRax] 231 This case is discussed in Peter Schlechtriem, The Seller's Obligation Under the United Nations Convention on Contracts for the International Sale of Goods, in International Sales: The United Nations Convention for the International Sale of Goods 6-1, 6-6 (Nina M Galston & Hans Smit eds., 1984) See also Adras Ltd v Harlow & Jones GmbH, 42 Piskei-Din Shel Beth Din Ha' Elyon L'Israel [P.D.] 221 (1988) (Isr Sup Ct.), discussed in Daniel Friedmann, Restitution of Profits Gained by Party in Breach of Contract, 104 L.Q Rev 383 (1988) Adras stands for the proposition that, in a contract governed by the Uniform Law, an action for unjust enrichment may lie outside the uniform law 48 Peter Schlechtriem & Ulrich Magnus, Internationale Rechtsprechung zu EKG und EAG (1987) 49 "Israel has two sales laws: a code of domestic sales (The Sale Law 5728-1968); and a code for international sales which is made up of Sale (International Sale of Goods) Law 5731-1971 and the Sale (Formation of Contracts for International Sale of Goods) Law 5738-1978, the first of which is an embodiment of the Uniform Law on the International Sale of Goods (ULIS), the latter of the Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF) The Israeli Domestic Sale Law was designed in the same format as ULIS." Michael Fox, Country Handbook on Israel, in International Contract Manual: Country Handbooks, Supp 7, at 11-12 (Albert H Kritzer, ed., 1992) This incorporation of ULIS concepts in Israeli domestic as well as international sales law has a parallel under the CISG In Norway, the CISG and domestic sales law have combined as one sales code for domestic and international sales See Thor Thingbø, The United Nations Convention on Contracts for the International Sale of Goods (1980) and Norway's Ratification Process, 33 Lex Mundi World Rep., Supp No 30, Dec 1993 Still other domestic law interpretations of CISG concepts will be forthcoming in jurisdictions that have patterned new domestic sales codes after the CISG, or used the CISG as a gauge against which to measure provisions of new domestic sales codes See supra note 23 50 Honnold, supra note 19, at 504 n.4 51 See, e.g., Claude Witz, Les Premières applications jurisprudentielles due droit uniforme de la vente internationale (Convention des Nations Unies du 11 avril 1980) 90-91 (1995) (questioning the severity of rulings on CISG notice provisions, which seem to have been premised on what he terms the questionable similarity between CISG and ULIS Articles 38 and 39) This text contains an excellent review of reported CISG case law For persons who not read French, a good English-language digest of its contents may be found in the review of this text by Vivian G Curran in 15 J.L & Com 175-199 (1996) 52 Honnold, supra note 3, at vii 53 Id This text is highly recommended See Albert H Kritzer, Honnold, Documentary History of the Uniform Law for International Sales (Kluwer 1989), 22 Cornell Int'l L.J 59 (1989) (book review); John P McMahon, Book Review, 21 J Mar L & Com 305 (1990) 54 Lookofsky, supra note 24, at 17 55 Id at 17 n.44 56 Id at 17 57 The sole exception is Norway, where the CISG and its domestic sales code are consolidated 58 Final Award in Case No 6076 of 1989, 15 Y.B Com Arb 83, 86-87 (1990) (officially unpublished) 59 Id at 85 The tribunal cites a number of scholars: "Doelle, H., Kommentar zum Einheitlichen Kaufrecht (München, C.H Beck, 1976) 21; Van der Velden, F.I.A., De eenvormige koopwet van 1964 (Deventer, Kluwer, 1979) 26; Paul van Hooghten, 'Overzicht van de Belgische Rechtspraak in verband met het Verdrag houdende een Eenvormige wet inzake de internationale koop van roerende lichamelijke zaken, ondertekend te Den Haag, op juli 1964,' Revue de Droit Commercial Belge (T.B.H.) 1988, 168-177; Jean- Pierre Plantard, 'Un nouveau droit uniforme de la vente internationale: la convention des Nations Unies du 11 avril 1980,' Journal du droit international, 1988, N° 2, 321 ." Id 60 László Réczei, The Rules of the Convention Relating to its Field of Application and to its Interpretation, in Problems of Unification of International Sales Law 53, 57 (1980) (working paper submitted to the Colloquium of the International Association of Legal Science, Potsdam, August 1979) (citations omitted) 61 See Judgment of Feb 22, 1994, OLG Köln, 1994 Recht der Internationalen Wirtschaft [RIW] 972; Judgment of Sept 17, 1993, OLG Koblenz, 1993 RIW 934; Judgment of Jan 8, 1993, OLG Düsseldorf, 1993 IPRax 412 62 These U.S decisions cited the CISG: Promaulayko v Amtorg Trading Corp., 540 A.2d 893, 897 n.2 (N.J Super Ct App Div 1988), rev'd on other grounds, 562 A.2d 202 (N.J 1989); Orbisphere Corp v U.S., 13 Ct Int'l Trade 866, 882 n.7 (1989); Interag Co Ltd v Stafford Phase Corp., 1990 U.S Dist LEXIS 6134, at 11-12 (S.D.N.Y May 22, 1990); Filanto, S.p.A v Chilewich Int'l Corp., 789 F.Supp 1229 (S.D.N.Y 1992), appeal dismissed, 984 F.2d 58 (2d Cir 1993); Beijing Metals & Minerals Import/Export Corp v Am Business Ctr., Inc., 993 F.2d 1178 (5th Cir 1993); S.V Braun, Inc v Alitalia-Linee Aeree Italiane, S.p.A., 1994 U.S Dist LEXIS 4114 (S.D.N.Y Apr 6, 1994); Delchi Carrier, S.p.A v Rotorex Corp., 1994 U.S Dist LEXIS 12820 (N.D.N.Y Sept 7, 1994); Graves Import Co., Ltd v Chilewich Int'l Corp., 1994 U.S Dist LEXIS 13393 (S.D.N.Y Sept 21, 1994); GPL Treatment, Ltd v Louisiana-Pacific Corp., 894 P.2d 470 (Or App 1995) Braun and Graves are the only of the above cases that contain interpretations of the CISG that are not commented on in this article For a commentary on Braun, see Harry M Flechtner, More U.S Decisions on the U.N Sales Convention: Scope, Parol Evidence, "Validity" and Reduction of Price Under Article 50, 14 J.L & Com 153, 169 (1995) For an abstract of Graves, see CLOUT Abstract 6, supra note 35, at 63 Filanto, S.p.A v Chilewich Int'l Corp., 789 F Supp 1229 (S.D.N.Y 1992) 64 Kimberly Taylor, The Future of the United Nations Convention on Contracts for the International Sale of Goods: Case Studies for Judges and Practitioners 17 n.91 (1994) (on file at the Pace Institute of International Commercial Law) 65 Filanto, 789 F Supp at 1238 66 Id at 1237 (citing Graham R Taylor & Maria L Crisera, UN Pact Has Wide Application, Nat L.J., Dec 23, 1991, at 23) 67 Id at 1240 68 For English-language literature on the subject of the Filanto dispute, see Enderlein & Maskow, supra note 20, at 91; E.A Farnsworth, Article 18, in Commentary on the International Sales Law 163 (C.M Bianca & M.J Bonell eds., 1987); Honnold, supra note 19, at 218; Peter Schlechtriem, Uniform Sales Law 54 (1986); United Nations Conference, supra note 45, at 3, 25; Kazuaki Sono, Formation of International Contracts under the Vienna Convention: A Shift Above the Comparative Law, in International Sale of Goods 111, 121-24 (Peter Šarcevic & Paul Volken eds., 1986) Similar scholarly analyses are available for every article of the CISG 69 Enderlein & Maskow, supra note 20, at 82 See also Farnsworth, supra note 68, at 163-64 For further information on the interpretation of CISG Article 18, see International Sale of Goods, UNCITRAL Y.B 73, U.N Doc A/CN.9/SER.A/1977 (1977); International Sale of Goods, UNCITRAL Y.B 61, U.N Doc A/CN.9/SER.A/1978 (1978); Honnold, supra note Legislative history for every article of the Convention is available 70 Beijing Metals & Minerals Import/Export Corp v Am Business Ctr., Inc., 993 F.2d 1178, 1183 (5th Cir 1993) 71 Taylor, supra note 64, at 25 72 Id 73 Beijing Metals, 993 F.2d at 1183 74 Steven Richman, Into the Breach: An Overview of the American Experience with the United Nations Convention on Contracts for the International Sale of Goods, Int'l L & Org Sec Newsl., Mar 1995, at 15, 17 (N.J Bar Ass'n) 75 Flechtner, supra note 62, at 165 76 GPL Treatment, Ltd v Louisiana-Pacific Corp., 133 Or App 633, 894 P.2d 470 (Or Ct App 1995) 77 GPL Treatment, 133 Or App at 646 n.4, 894 P.2d at 477 n.4 (Leeson, J., dissenting) 78 Delchi Carrier, S.p.A v Rotorex Corp., No 88-CV-1078, 1994 U.S Dist LEXIS 12820 (N.D.N.Y Sept 7, 1994) 79 Eric C Schneider, Consequential Damages in the International Sale of Goods: Analysis of Two Decisions, 16 J Int'l Bus L 666, 668 (1996) 80 Stewart F Hancock, Jr., A Uniform Commercial Code for International Sales? We Have It Now, N.Y St B.J 20, 22 (Jan 1995) (citations omitted) Another factor that may bear on the level of inattention to the CISG is the fact that at the time this uniform code became the law of our land only ten other countries had subscribed to it Broad subscription to the CISG came about gradually, by a process of accretion one nation one month, another nation another month, one nation one year, another nation another year, and so forth In a situation such as this, it is understandable that there can be inadequate recognition of the fact that, as documented in note 6, supra, the CISG is today the uniform international sales law of countries that account for over two-thirds of all world trade 81 Schlechtriem, supra note 17, at 109 We already have records of over 100 German cases on the CISG See the CISG W3 database 82 See supra note 32 and accompanying text 83 UCC § 1-102(1) states: "This Act shall be liberally construed and applied to promote its underlying purposes and policies." Professors White and Summers note: "The comment to 1-102 also includes a further rule of construction, namely that Code provisions be extended by analogy when their rationale justifies this In a variety of cases, the courts have extended Code sections by analogy and courts appear in fact to be abandoning the doctrine that statutes are always to be narrowly construed." James J White & Robert S Summers, Uniform Commercial Code 18 (prac ed 1988) (citations omitted) UCC § 1-103 contains a traditional common law rule of interpretation: "Unless displaced by the particular provisions of this Act, the principles of law and equity, including the law merchant shall supplement its provisions." 84 The CISG leans toward the civil law tradition of reasoning by internal analogy to a greater extent than the UCC CISG Article 7(2) states: "Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law." CISG, supra note 1, art 7(2) Hellner summarizes the essence of this article as follows: "Interpretation should be autonomous, in the sense that it should not depend on principles and concepts derived from any national legal systems In a similar spirit, [Article 7(2)] provides for gap-filing through analogy, which shall be given priority over the application of national rules At the same time, through reference to rules of private international law which point to national legal systems, it is admitted that all questions cannot be settled by the method of analogy." Jan Hellner, Gap-filling by Analogy, in Studies in International Law: Festkrift Till Lars Hjerner 219, 220 (Jan Ramburg et al eds., 1990) 85 See supra note 83 86 See supra note 84 87 For an analysis of similarities between the CISG and the UCC, see Message from the President of the United States Transmitting the United Nations Convention on Contracts for the International Sale of Goods, S Treaty Doc No 98-9, 98th Cong., 1st Sess (1983) [hereinafter Transmittal] For additional information on UCC overtones contained in the CISG , see Honnold, supra note 19 For a practitioner-oriented highlight of differences between provisions of the CISG and UCC, see the Checklist section of Albert H Kritzer, Guide to Practical Applications of the United Nations Convention on Contracts for the International Sale of Goods (1994) For side-by-side match-ups of each article of the CISG with UCC provisions and accompanying commentary, see the Detailed Analysis section of this Guide 88 Jacob S Ziegel, The Remedial Provisions in the Vienna Sales Convention: Some Common Law Perspectives, in International Sales: The United Nations Convention on Contracts for the International Sale of Goods 9-1, 9-5 to 9-6 (Nina M Galston & Hans Smit eds., 1984) 89 Honnold, supra note 19, at 156 90 Id at 157 (emphasis in original) 91 Id at 156 (emphasis in original) 92 Students at all law schools are invited to participate in the essay contest The Rules of Participation are presented on the last page of this issue The topic must be the CISG or the UNIDROIT Principles For additional information, contact: Executive Secretary, Institute of International Commercial Law, Pace University School of Law, 78 North Broadway, White Plains, NY 10603, USA Fax: (914) 422-4159 93 Schools interested in participating in the arbitration moot on the CISG should contract Professor Eric E Bergsten, Institute of International Commercial Law, Pace University School of Law, 78 North Broadway, White Plains, NY 10603, USA The moot is sponsored by the American Arbitration Association, the International Chamber of Commerce, and UNCITRAL, among others 94 Audit, supra note 20 95 Eric E Bergsten, The Law of Sales in Comparative Law, in Les Ventes Internationales de Marchandises (Yves Guyon ed., 1981) 96 Eric E Bergsten, Basic Concepts of the UN Convention on the International Sale of Goods, in Das UNCITRAL-Kaufrecht im Vergleich zum österreichischen Recht 15 (Peter Doralt ed., 1985) 97 Eörsi, supra note 98 E Allan Farnsworth, The Convention on the International Sale of Goods from the Perspective of the Common Law Countries, in La Vendita Internazionale (Franco Bonelli ed., 1981) 99 J.D Feltham, The United Nations Convention on Contracts for the International Sale of Goods, 1981 J Bus L 346 (1981) 100 Franco Ferrari, Uniform Interpretation of the 1980 Uniform Sales Law, 24 Ga J Int'l Comp L 183 (1995) 101 Alejandro M Garro, Reconciliation of Legal Traditions in the UN Convention on Contracts for the International Sale of Goods, 23 Int'l Law 443 (1989) 102 Hellner, supra note 103 Joseph Lookofsky, The 1980 United Nations Convention on Contracts for the International Sale of Goods, in International Encyclopedia of Laws Int'l-1 (J Herbots & R Blanpain eds., 1993) 104 Barry Nicholas, The Vienna Convention on International Sales Law, 105 L.Q Rev 201 (1989) 105 Schlechtriem, supra note 15 106 Schlechtriem, supra note 17 107 Schlechtriem, Observations, supra note 23 108 Leif Sevón, Obligations of the Buyer under the UN Convention on Contracts for the International Sale of Goods, in International Sale of Goods, 203 (Peter Šarcevic & Paul Volken eds., 1986) 109 Jacob S Ziegel & Claude Samson, Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods (1981) (on file at the Faculty of Law Library of the University of Toronto) There are three parts to this report: Analysis from a Provincial Common Law Perspective by Jacob S Ziegel, which contains UCC comparatives: Analysis from Civil Law Perspective of Province of Quebec by Claude Samson (text in French); and General Overview of Convention by Professors Ziegel and Samson (overview in English and French) The report is also available on the CISG W3 database 110 Law Commission, The United Nations Convention on Contracts for the International Sale of Goods: New Zealand's Proposed Acceptance, Rep No 23 (1992) (on file with the Cornell International Law Journal) This report is also available on the CISG W3 database 111 Transmittal, supra note 87 112 Kritzer, supra note 87, at Highlights 1-38 113 The original text of this Commentary is reproduced in Commentary on the Draft Convention on Contracts for the International Sale of Goods, U.N Doc A/CONF.97/5, in United Nations, United Nations Conference on Contracts for the International Sale of Goods, U.N Doc A/CONF.97/18 (1981); Honnold, supra note 3, at 404 Accessing every element of the legislative history of the CISG is challenging; the Secretariat Commentary is no exception The article numbers cited in the Secretariat Commentary are the article numbers of the 1978 draft of the CISG, not the official text of the CISG In addition, although the re-numbered articles of the CISG official text are for the most part substantively identical to the counterpart provisions of the 1978 Draft, this is not always the case Hence, every CISG article citation in the Secretariat Commentary must be verified An annotated Secretariat Commentary is presented in the CISG W3 database It includes a parenthetical reference to the relevant article of the official text of the CISG following each article reference contained in the Secretariat Commentary Where the article of the 1978 Draft discussed in the Secretariat Commentary is identical to its CISG counterpart, the CISG W3 database so indicates Similarly, if the article of the 1978 Draft and its CISG counterpart are different, the database so indicates These identifications are accompanied by a comparison of the text of 1978 Draft articles and their CISG counterparts, in order to highlight their similarities or differences This is the CISG W3 equivalent to "shepardizing" the Secretariat Commentary, a method of verifying its veracity 114 Honnold, supra note 19 115 Peter Schlechtriem, Uniform Sales Law (1986) 116 Honnold, supra note 117 Kritzer, supra note 87 118 Commentary on the International Sales Law (M.J Bonell & C.M Bianca eds., 1987) 119 International Sale of Goods (Peter Šarcevic & Paul Volken eds., 1986) 120 International Sales: The United Nations Convention on Contracts for the International Sale of Goods (Nina M Galston & Hans Smit eds, 1984) 121 Enderlein & Maskow, supra note 20 122 See supra note 36 123 Spearheaded by Professors Harry M Flechtner and Ronald A Brand, data on CISG case law has become a regular feature of the Journal of Law and Commerce 124 United Nations Commission on International Trade Law, Case Law on UNCITRAL Texts (CLOUT): UNCITRAL Thesaurus of the United Nations Convention on Contracts for the International Sales of Goods, UN Doc A/CN.9/SER.C/INDEX (1995) [hereinafter Thesaurus] Additional data on the UNCITRAL Thesaurus may be obtained from: Spiros V Bazinas, Legal Officer, International Trade Law Branch, Office of Legal Affairs, UNCITRAL, Vienna International Centre, P.O Box A-1400 Fax: 43-1-237485 E-mail: sbazinas@unov.un.or.at 125 Schlechtriem, supra note 17, at 133 126 Lookofsky, supra note 24 This is a 171 page text 127 Id at ix 128 Id 129 Efforts such as Professor Will's are vital to both domestic and international understanding of the CISG 130 See supra note 37 Orders for the Will bibliography and case citation compendium should be addressed to Madame Claudine Zbinden, Unité de droit allemand, Faculté de droit, Université de Genève, 102 Boulevard Carl-Vogt, CH-1211 Genève 4, Switzerland Fax: (41-22) 705-8467 Professor Will publishes these texts at his own expense Persons who wish to accompany an order for either text with a donation of $25.00 will help fund the continuation of this important work 131 When I commenced work on my text on the CISG, I asked Professor John Honnold's guidance as to the European authorities I should consult This reference is to the letter I received from him in response to this request Having now researched the CISG and being in a position to make meaningful assessments of my own on such matters, I report total agreement with John Honnold's assessment 132 Kommentar zum Einheitlichen UN-Kaufrecht (Ernst von Caemmerer & Peter Schlechtriem eds., 2d ed 1995) [hereinafter Kommentar] 133 The Oxford University Press will publish the English language edition of Kommentar zum Einheitlichen UN-Kaufrecht 134 Burghard Piltz, Internationales Kaufrecht: Das UN-Kaufrecht (Wiener Übereinkommen von 1980) in praxisorientierter Darstellung (1993) The English edition of Dr Piltz's text will be published by Kluwer Law International 135 See supra note 51 for data on an excellent new French text on the CISG and a good English digest of it 136 Franco Ferrari, The Sphere of Application of the Vienna Sales Convention (1995) 137 Cornell Law School and the University of Tromsø were the first institutions to access the text of the CISG on the World-Wide Web 138 Professor Bonell is co-editor of Commentary on the International Sales Law, supra note 118, and an architect of Unilex See supra note 36 and accompanying text He is also to be commended for his participation in the development of the UNCITRAL Thesaurus See supra note 124 139 Michael Joachim Bonell, International Uniform Law in Practice Or Where the Real Trouble Begins, 38 Am J Comp L 865, 875-76 (1990) 140 For example, at the recent annual meeting of the American Bar Association, the Internet was termed a powerful tool for the collection and dissemination of information, "the greatest tool for the cost effective collection, distribution and use of information since Gutenberg's invention of the printing press." Stephen J McGarry, A Perspective on the Internet and the Legal Profession, Presentation to the American Bar Association at 6, (Aug 7, 1995) (on file with the Cornell International Law Journal) 141 The National Center for Automated Information Research (NCAIR) is a nonprofit, educational corporation headquartered at Suite 1B, 165 East 72nd Street, New York, NY 100214335 NCAIR has helped to create and implement many computer applications that serve the legal profession NCAIR's philosophy is: "The 20th century has witnessed the birth of the age of information Since the turn of the century, there has been a proliferation of judicial opinions, statutes and regulations, as well as related secondary materials such as treatises, law reviews and periodicals Today these materials comprise many millions of documents, and their number is ever increasing Traditional methods of research [are] inadequate to permit ready access to this vast accumulation Modern computer technology, however, provides an economical means for remarkably efficient and accurate research." Memorandum from the National Center for Automated Information Research (Mar 8, 1995) (on file with the Cornell International Law Journal) 142 See supra note 124 and accompanying text for information on the UNCITRAL Thesaurus 143 For further data on UNCITRAL'S CLOUT program, see supra note 35 144 ULIS and ULF were developed under the auspices of the International Institute for the Unification of Private Law (UNIDROIT) The Uniform Law Review published by UNIDROIT contains digests of noteworthy ULIS and ULF decisions Just as UNCITRAL has graciously granted permission to add its CLOUT abstracts to the CISG W3 database, UNIDROIT has granted permission to add its digests of ULIS and ULF cases to the database 145 CISG, supra note 1, art 7(1) 146 UNCITRAL bibliographies published in Arabic, Chinese, English, French, Russian, and Spanish are available from: Dr Carlos Bueno-Gúzman, UNCITRAL Law Librarian, Vienna International Centre, P.O Box 500, A-1400 Vienna, Austria The most recent UNCITRAL bibliography is United Nations, Commission on International Trade Law, Bibliography of Recent Writings Related to the Work of UNICTRAL, UN Doc A/CN.9/417 (Mar 21, 1995) Earlier UNCITRAL bibliographies are published in UNCITRAL Yearbooks 147 Kommentar, supra note 132, at xxxi 148 Michael R Will, CISG: The UN Convention on Contracts for the International Sale of Goods 13 (1995) 149 Authors of journal articles and theses who would like to participate in this endeavor and have their material published in the CISG database are encouraged to submit disks of their material to Marie Newman, CISG Database Manager of the Pace University School of Law (email: mnewman@lawlib.law.pace.edu) 150 Professor Nicholas Triffin, Director of the Law Library of the Pace University School of Law and Pace Institute of International Commercial Law, is Internet Director of CISG W3 The Executive Secretary of the Pace Institute is the editor of the CISG contents of CISG W3 For the mailing address of the Pace Institute, see supra note 92 The fax number and e-mail address for Professor Triffin: fax (914) 422-4275, e-mail: ntriffin@lawlib.law.pace.edu; for the Executive Secretary of the Pace Institute: fax (914) 422-4405, e-mail: iicl@genesis.law.pace.edu 151 To illustrate the manner in which progression on the Internet learning curve can facilitate added service to our profession, the US Second Circuit Court of Appeals recently announced the availability of its opinions on computer disks Utilizing the Internet case presentation techniques being devised for the CISG W3 database, Pace technicians will also enter this material on the World-Wide Web 152 Lookofsky, supra note 103, at Int'l-17 153 Id at Int'l-18 154 A.H Hermann, Business and the Law: Handle with Care A.H Hermann on Some Pitfalls of Foreign Trade Under the Vienna Convention, Fin Times (London), Sept 21, 1993, at 16 ... Conventions on International Sale of Goods and Formation of Contracts for International Sale of Goods, Convention Relating to Uniform Law on the Formation of Contracts for the International Sale. .. Observations on the United Nations Convention on Contracts for the International Sale of Goods [107] Leif Sevón, Obligations of the Buyer under the UN Convention on Contracts for the International Sale. .. Schlechtriem, The Seller's Obligation Under the United Nations Convention on Contracts for the International Sale of Goods, in International Sales: The United Nations Convention for the International Sale