Go to Database Directory || Go to Table of Contents to Annotated Text of CISG || Go to Legislative History Search Form











CISG
number


LEGISLATIVE HISTORY
1980 Vienna Diplomatic Conference

G. Report of the First Committee
[Outline of committee proceedings]
Document A/CONF.97/11 [Original: English 7 April 1980]

(. . .)

18
Article 16 [became CISG article 18 ]

A. UNCITRAL text [1978 draft]
B. Amendments
C. Proceedings in the First Committee
D. Subsequent proceedings
E. Overview comments

A. UNCITRAL TEXT

1. The text [of the 1978 draft ] of the United Nations Commission on International Trade Law provided as follows:

"Article 16 [became CISG article 18 ]

"(1) A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence shall not in itself amount to acceptance.

"(2) Subject to paragraph (3) of this article, acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror. An acceptance is not effective if the indication of assent does not reach the offeror within the time he has fixed or, if no time is fixed, within a reasonable time, due account being taken of the circumstances of the transaction, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise.

"(3) However, if, by virtue of the offer or as a result of practices with the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, without notice to the offeror, the acceptance is effective at the moment the act is performed provided that the act is performed within the period of time laid down in paragraph (2) of this article."

[Go to Secretariat Commentary on the above text]

[See also pre-Conference observations and proposals by Governments and International Organizations]

B. Amendments

2. Amendments were submitted to article 16 [became CISG article 18 ] by the United Kingdom (A/CONF.97/C.1/L.56), Belgium(A/CONF.97/C.1/L.86), Egypt (A/CONF.97/C.1/L.90) and the United States of America (A/CONF.97/C. l/L.57).

3. These amendments were to the following effect:

Paragraph (1).

(i) United Kingdom (A/CONF.97/C.1/L.56):

Revise paragraph (1) of article 16 [became CISG article 18 ] to read as follows:

"A statement made by or other conduct of the offeree indicating unqualified assent to an offer is an acceptance. Silence or inactivity shall not of themselves amount to acceptance."

[Withdrawn as to the first sentence. Adopted as to the second sentence and referred to Drafting Committee: see Consideration, 5, below.]

(ii) Belgium (A/CONF.97/C.1/L.86):

Amend paragraph (1) to read as follows:

"Any conduct of the offeree implying assent to terms which the offeror considered or may have considered, due account being taken of the circumstances, as material during the negotiations is an acceptance within the meaning of this Convention. In no case shall silence alone on the part of the offeree amount to acceptance."

[Rejected: see Consideration, 6, below].

Paragraph (2).

Egypt (A/CONF.97/C.1/L.90):

In the second sentence of article 16 [became CISG article 18 ], paragraph (2), delete the words:

"including the rapidity of the means of communication employed by the offeror."

[Rejected: see Consideration, 7, below.]

Paragraph (3).

United States of America (A/CONF.97/C.1/L.57):

Revise paragraph (3) of article 16 [became CISG article 18 ] to read as follows:

"(3) However, if by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act, such as one relating to the dispatch of the goods or payment of the price, the acceptance is effective at the moment the act is performed provided that the act is performed within the period of time laid down in paragraph (2) of this article. An offeror who is not notified within a reasonable time may treat the offer as having lapsed before acceptance. "

[Withdrawn: see Consideration, 9, below.]

C. Proceedings in the First Committee

(i) Meetings

4. The First Committee considered article 16 [became CISG article 18 ] at its [9th meeting and 10th meeting] on 17th and 18th March 1980, respectively [see also 35th meeting of First Committee].

(ii) Consideration

Paragraph (1).

5. At the 9th meeting, part of the amendment of the United Kingdom (A/CONF.97/C.1/L.56) ("Silence or inactivity shall not of themselves amount to acceptance.") was adopted by 16 votes in favour, 15 against, and referred to the Drafting Committee. The other part of the United Kingdom amendment ("A statement made by or other conduct of the offeree indicating unqualified assent to an offer is an acceptance.") was postponed for discussion until consideration of article 17 [became CISG article 19 ]. At the 10th meeting on the 18th March this part of the United Kingdom amendment was withdrawn.

6. The amendment submitted by Belgium (A/CONF.97/C.1/L.86) was modified orally by adding the words "and usage." at the end of the second sentence. The amendment as modified orally was rejected by 12 votes in favour and 13 against, and the UNCITRAL text adopted.

Paragraph (2).

7. At the 10th meeting the amendment by Egypt (A/CONF.97/C.1/L.90) was rejected by 7 votes in favour and 22 against, and the UNCITRAL text adopted.

8. Belgium orally proposed that at the end of the second sentence of paragraph (2) there should be added the words "and usage". The proposal was rejected by 12 votes in favour and 13 against, and the UNCITRAL text adopted.

Paragraph (3).

9. At the 10th meeting the amendment by the United States of America (A/CONF.97/C.1/L.57) was withdrawn, and the UNCITRAL text adopted.

[D. Subsequent Proceedings]

[For subsequent Conference material on the development/approval of the final text of CISG article 18, go to Plenary Conference 7th meeting]

[E. Overview Comments]

[English translation of report on the significance of the deliberations on this article at the Diplomatic Conference: prepared by Peter Schlechtriem, based on notes taken at the conference and published shortly thereafter]

(. . .)


Pace Law School Institute of International Commercial Law - Last updated September 8, 2000
Go to Database Directory || Go to Table of Contents to Annotated Text of CISG || Go to Legislative History Search Form