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The Brazilian Adhesion to the 1980 UN Vienna Convention
on Contracts for the International Sale of Goods
[*]

Iulia Dolganova & Marcelo Boff Lorenzen [**]
December 2008

Abstract

The 1980 UN Vienna Convention on Contracts for the International Sale of Goods (CISG) is a modern uniformization of private law that regulates the domain of international sales. The Convention has achieved a great success on a global scale, as it brings together countries with remarkably different legal and economic traditions, and has influenced many legislative reforms. Brazil has not yet adhered to the Vienna Convention, even though it actively participated in its travaux préparatoires and the majority of its trade partners have already done so. In addition, in some situations, the Vienna Convention is already applicable to Brazilian parties in light of its own dispositions, as well as of the Brazilian conflict of laws rules or the choice of law in an arbitral agreement. This article aims at explaining the legal, economic and political advantages of Brazil's adhering to the Vienna Convention. The difficulties possibly arising out of the Brazilian adhesion are also examined. The reasons why other countries have already ratified or adhered to the Convention are taken into consideration and an examination of the compatibility of the provisions of the Convention with Brazilian internal law is also undertaken. Existing public, private and academic initiatives supporting the Brazilian adhesion are presented, as well as the importance of the 1980 UN Sales Convention for international trade. The conclusion which can be drawn is that Brazil should seriously consider the possibility of adhering to the Vienna Convention in the near future and that it should do so without making any reservations.

Keywords: UN 1980 Vienna Convention (CISG). Uniformization. Brazil.

Outline

  1. Preliminary considerations
  2. The importance of the 1980 UN Vienna Convention
          2.1. The Vienna Convention as a "global sales law"
          2.2. Scope of application of the 1980 Vienna Convention
  3. The situation of Brazil before the 1980 Vienna Convention
          3.1. Brazilian participation in the travaux préparatoires
          3.2. Applicability of the Vienna Convention in Brazil
                  3.2.1. Applicability by force of Article 1(1)(b)
                  3.2.2. Arbitration
                  3.2.3. Brazilian judiciary
          3.3. Internalization of conventions in Brazil
          3.4. Brazilian economic position
  4. Difficulties arising out of the adoption of the Vienna Convention
          4.1. Reasons why other countries have not adhered to the Vienna Convention
          4.2. Interpretative discrepancies in the application of the Vienna Convention
          4.3. Possible difficulties which Brazil would face
                  4.3.1. Legal difficulties
                  4.3.2. Other possible difficulties
  5. The adhesion of Brazil to the Vienna Convention
          5.1. Reasons supporting the Brazilian adhesion
                  5.1.1. Legal reasons
                  5.1.2. Other supportive reasons
          5.2. Public, private and academic initiatives
          5.3. Why Brazil should adhere to the Vienna Convention without any reservations
  6. Concluding remarks
      Bibliography

1. PRELIMINARY CONSIDERATIONS

In a world where relations among nations become increasingly more intense, it is not possible to allow that the conflict of laws and jurisdictions be solved in each country with no concern for what is decided in other countries, permitting trade and international relations to become a victim of this process. More than unifying conflict of laws rules, it is preferable to achieve a consensus on substantive rules governing any specific legal relationship.[1] International trade law has been considered one of the most fruitful fields for harmonization on a global scale, as each contract could theoretically still be governed by a different internal law, even though the same conflict of laws rules were applied.[2]

The need for a unified sales law arises out of the fact that law is territorial by nature, applicable in principle only within the territorial limits of the State in which it is in force.[3] As a consequence, in the context of international legal relations, it is desirable that the legal relationships established in a certain State be recognized and maintain their efficacy in foreign jurisdictions. International sales contracts are a typical example of this phenomenon: they are potentially subject to many legal systems that in turn can contain very diverse substantive rules for regulating similar factual situations.

The intention to draft unified or uniform rules for international sales arose from the need of reducing risk and costs caused by uncertainty. The effort was primarily motivated by the idea of retrieving the notion of lex mercatoria that had been prevalent during the Middle Ages, when tribunals used to apply common rules, which in some way supplanted local differences in face of the need for allowing trade to bloom.[4]

The first efforts to devise a unitary sales law can be traced back to 1928, when the then-president of the newly created International Institute for the Unification of Private Law (UNIDROIT) Ernst Rabel proposed the unification of transnational contract law.[5] In the upcoming years, the Institute undertook an intensive work that culminated in the adoption of the Convention Relating to a Uniform Law on the International Sale of Goods (ULIS) and the Convention Relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF). These instruments were ratified by only nine States[6] and did not achieve the expected repercussion.[7]

In 1966 the United Nations Commission on International Trade Law (UNCITRAL) was founded. By the time of its creation, the UN General Assembly recognized that differences in national and divergent legal scenarios in the field of international trade created obstacles to the circulation of goods and that it was its main task to promote their minimization or complete removal.[8] It was in this context, given the need for international trade to develop based on equality, mutual benefits among States and on the respect for the existing social, economic and legal differences, that the Vienna Convention on Contracts for the International Sale of Goods[9] (CISG)[10] was adopted in 1980. But it was not until January 1, 1988 that the Convention entered into force and became binding to the States that had ratified it.[11]

The United Nations Convention presents itself as a modern uniformization[12] of Private Law that establishes a unitary law for international sales. In spite of facing some acceptance difficulties in the beginning, nowadays the Vienna Convention sets forth the substantive rules according to which international sales are regulated in its 72 Contracting States.[13] Since its entry into force, it has attracted the attention of the legal field in the whole world and very extensive literature has been produced about it, based primarily on the electronic decisions depository made available by UNCITRAL.[14]

Even though Brazil has actively participated in the drafting of the Vienna Convention, it has not signed nor adhered to it. Thus, this work aims at analyzing difficulties and advantages arising out of a possible Brazilian adhesion to the Convention.

2. THE IMPORTANCE OF THE 1980 UN VIENNA CONVENTION

2.1. The Vienna Convention as a "global sales law"

The drafting of the 1980 Vienna Convention brought together 62 countries, developed and emerging, representing different legal traditions (civil law, common law, soviet socialist, Arabic), whose joint efforts were aimed at harmonizing the international sales law rules, as well as eight international organizations as observers. It brought to a joint effort, at the time of the Cold War, capitalist and communist countries, under circumstances that generated intense debating because of the profound differences existing between the two regimes. The final consensus reached at the end of the diplomatic conference in Vienna was considered per se a great success.[15]

The Vienna Convention was drafted in such a way that it was possible to take into consideration all the contrasting interests at the time, while seeking fair and innovative solutions for the field of international sales contracts based on an extensive comparative analysis of the solutions provided by the internal national laws.[16] In this light, the diversity represented by the numerous Contracting States reveals their representative importance and common compromise.[17] At the present moment, researches have demonstrated the growing acceptance of the Convention,[18] which can be justified by the legal certainty and stability that it provides. The unification of substantive rules makes it unnecessary to resort to the realms of conflict of laws in order to determine the applicable law, preventing the parties from being subject to an unknown or less favorable law.[19] The importance of the Vienna Convention in view of its comprehensiveness in regulating the most common kind of contracts in the international scenario is undoubtable.[20]

It is mandatory to stress one of the particularities of the Convention, which is its structure based on principles and open provisions in order to allow for constant flexibility, thereby reducing the characteristic rigidity of regulatory texts.[21] In addition, the Vienna Convention makes it possible for a State to make a reservation[22] as to the form of the sales contract, for example, or in regard to limiting its applicability to some territorial units in federal States. It must be emphasized, however, that these reservations shall be expressly authorized by the Convention (Article 98), in order not to contradict its goals.

In the European Union, only Ireland, Malta, Portugal and the United Kingdom are not party to the Convention.[23] It is not certain whether the United Kingdom will adhere to it soon.[24] Portugal, on the other hand, has already initiated the adhesion procedures to be carried out by the Ministry of Foreign Affairs.[25] The Convention has also led many European countries to modify their internal legislation. Sweden, Finland and Estonia, for example, adopted provisions of the Convention as applicable also to internal sales contracts; Germany and the Netherlands implemented a reform of their Civil Codes based on the principles of the Convention.[26] Notwithstanding this, the enactment of the European Directive on Consumer Protection (1999/44/EC) was influenced by many concepts present in the Convention, as the conformity of goods, for example.[27] Furthermore, the Convention exerted a substantial impact on the work of the Lando Commission, responsible for the elaboration of a draft European Civil Code.[28]

Russia, as the successor to the Soviet Union, is considered a Contracting State party to the Convention since 1991 because all the international agreements entered into by the latter continued in force in relation to the former.[29] In North America, the United States, Canada and Mexico are all Contracting States. In South America,[30] on the other hand, only Brazil, Bolivia, Guyana and Suriname have not signed or adhered to the Convention.[31]

Besides that, the Organization for the Harmonization of Business Law in Africa (OHADA) adopted uniform rules in relation to commercial contracts, following the UNIDROIT Principles of International Commercial Contracts, thus indirectly following the Vienna Convention,[32] on which their drafting was based. In Asia, China, which was one of the first Contracting States party to the Convention, has enacted a new Code of Obligations expressly inspired by the Vienna Convention.[33] Japan was the 71st State to adhere to the Convention, which will enter into force in its territory on August 1, 2009.[34] It was recently followed by Lebanon, which acceded to the Convention on November 21, 2008.[35]

The massive adhesion to the 1980 Vienna Convention and the direct and indirect influence that it exerts on national legislation demonstrate its broad acceptance in the world and its success as a "world sales law".[36] Brazil is a notable absence in this context.

2.2. Scope of Application of the 1980 Vienna Convention

The Convention is divided into four main parts: the first one (Articles 1 to 13) deals with its scope of application and general provisions, such as interpretation rules and means of proof; the second part (Articles 14 to 24) regulates the formation of contract, proposal and acceptance of an offer; the third part (Articles 25 to 88) defines rights and obligations in relation to the seller and the buyer and the fourth part (Articles 89 to 101) sets forth final dispositions as, for example, its entry into force and the reservations that can be made by signatory States.

The Convention applies to contracts for the sale of goods, that is, to contracts in which an exchange of goods for money takes place.[37] Article 1 defines the applicability of the Convention to the cases in which the contracting parties have their places of business in different countries, should these countries be parties to the Convention or when the conflict of laws rules indicate the applicability of the law of a Contracting State.

It is also possible to apply the Convention to the case in which contracting parties have the same nationality, provided that their places of business are located in different countries.[38] According to Article 1(2) of the Convention, the international character of the contract must be known by the parties. On the other hand, Article 6 enshrines the principle of party autonomy, allowing the parties to exclude the application of the Convention.[39]

Article 2 sets forth the hypotheses of non-applicability of the Vienna Convention: consumer contracts,[40] sales by auction, sales on execution, sales of stocks, shares, investment securities, negotiable instruments or money, ships, vessels, hovercrafts or aircrafts and of electricity. Moreover, the Convention does not regulate the validity of the contract or of any of its provisions or of any usage, nor the effect that the contract may have on the property of the goods sold (Article 4).[41] The Convention does not regulate the liability of the seller for death or personal injuries caused by the goods to any person (Article 5) either.

Many of these exclusions are justified in view of the difficulty in achieving a consensus among countries due to the wide regulatory diversity of national legal systems.[42] Hence, all the matters outside the Vienna Convention's scope of application will be regulated by the internal law of the country whose law is applicable according to its conflict of laws rules.[43]

3. THE SITUATION OF BRAZIL BEFORE THE 1980 VIENNA CONVENTION

3.1. Brazilian participation in the travaux préparatoires

Brazil actively participated in the diplomatic conference that took place after eleven years of intensive preparatory work and played an important role in the negotiations that led to the final drafting of the 1980 Vienna Convention on Contracts for the International Sale of Goods. The Brazilian representatives (Mr. Franchini Netto and Mr. Andrade) participated as vice-presidents of the Conference, together with representatives of another 21 States, and also as members of the drafting committee, together with representatives of another 14 States.[44] In all, 62 States participated in the conference from March 10 to April 11, 1980 in Vienna.[45]

On the occasion of the 11th plenary session held on April 10, 1980, Brazil and other 41 States voted favorably to the adoption of the Vienna Convention, which was approved unanimously. Only nine participating States were absent.[46] Brazil also signed the final act approving the Convention during the 12th plenary session held on April 11, 1980, although not through a plenipotentiary representative. Given this necessary condition, brought to light in the Annals of the Conference (reporting on the travaux préparatoires), the Convention itself was not signed by Brazil.[47]

The Brazilian representative (Mr. Franchini Netto), nevertheless, expressly investigated the possibility of Brazil's making reservations to the application of the future Convention.[48] There was an initial Brazilian intention of possibly ratifying the Vienna Convention, had it signed it in the 1980s, but, for unexplained reasons, this never took place. Brazil had already participated in the drafting of the Convention Relating to a Uniform Law on the International Sale of Goods (ULIS) in 1969 and was a member of the workgroup created to draft a new text, since it was feared that the initial text would not be accepted.[49]

3.2. Applicability of the Vienna Convention in Brazil

Even though Brazil is not a Contracting State party to the Vienna Convention, its applicability is already possible to cases in which a contract is concluded with a Brazilian party. This hypothesis takes place by virtue of the provisions of the Convention itself or also by force of the provisions of internal Brazilian law.

3.2.1. Applicability by force of Article 1(1)(b)

Article 1(1)(b) of the Vienna Convention regulates its applicability to the case where conflict of laws rules conduct to the application of the law of a Contracting State. Upon analysis of the current Introductory Act to the Brazilian Civil Code (LICC) of 1942, it is to be noted that its Article 9 determines that the law applicable to contractual obligations is that of the country where they are formed. Hence, the provision can lead to the application of conflict of laws rules of the country where the other contracting party has its place of business. If this other country is party to the Convention and has not made any reservation in relation to its Article 1(1)(b), the Convention will be the body of rules to be applied to the case. For example, if a Brazilian company concluded a contract with an Argentinean party in Argentina, which is a country party to the Vienna Convention, any possible dispute to be settled in Brazil will be subject to the rules of the Convention.

Even though there are already many cases involving the applicability of the Vienna Convention to Brazilian parties,[50] a decision rendered in 2003 by the Appellate Court of Karlsruhe, Germany clearly illustrates the applicability of the Convention by force of its Article 1(1)(b). The case consisted of a dispute involving a Brazilian and a German company that had entered into a contract without choosing any applicable law. In the absence of any choice of law, the German judge applied German conflict of laws rules, which provide for the application of the law of the country to which the contract is most closely connected.[51] As a consequence, the Court decided for the application of German law, as the most significant part of the contract - delivery of the goods - was to be performed by the German company, established in Germany. German law being applicable, the rules of the Vienna Convention came into play, since Germany is a Contracting State. The fact that Brazil is not a Contracting State was considered irrelevant by the Court in view of the provision contained in Article 1(1)(b) of the Convention.[52]

3.2.2. Arbitration

The Brazilian Arbitration Act (Act no. 9307/96) recognizes the principle of party autonomy in its Article 2, Paragraph 1, allowing the parties to freely choose the law applicable to the substantive matters during arbitral proceedings, provided that there is no violation of Brazilian common public decency or public policy rules. A Brazilian party can therefore choose the applicability of the Vienna Convention when subjecting a possible dispute to arbitration.[53]

In international arbitral tribunals, the applicability of the Convention is even more common. In April 2007, a dispute involving a Brazilian and a Chinese party was submitted to the Arbitration Institute of the Stockholm Chamber of Commerce. In order to settle the conflict, the parties agreed on the application of the rules of the Vienna Convention to the case.[54]

3.2.3. Brazilian judiciary

The applicability of the Vienna Convention in the Brazilian Judiciary encounters further difficulties in view of the discussions about the acceptance of choice of law doctrines in international contracts in Brazil. As referred above, Article 9 of the Introductory Act to the Brazilian Civil Code (LICC) provides that contractual obligations are to be qualified and governed by the law of the country in which they are formed, thereby excluding the possibility of any choice of law according to the dominant understanding of Brazilian courts.[55] Notwithstanding this, it should be emphasized that there is a world tendency of accepting party autonomy in the national legal systems.[56]

Based on a research on Brazilian courts,[57] it was detected that there is no case of direct application of the Vienna Convention in Brazil. Nevertheless, this does not prevent the Convention from being used as an auxiliary means of interpretation. A decision rendered by the Appellate Court of São Paulo can be cited as an example in which the legal argumentation is based on Article 72 of the Vienna Convention in reference to an anticipated breach of contract.[58] In the same way, the duty to mitigate the losses incurred by the creditor (Article 77 of the Convention) was mentioned in another decision rendered by the Appellate Court of São Paulo.[59] Thus, even though Brazil has not yet adhered to the Vienna Convention on Contracts for the International Sale of Goods, in practice it can be applied to international contracts with Brazilian parties and constitutes also a source of inspiration to which the Judicary can resort.

Without the formal Brazilian adhesion to the Vienna Convention, however, a Brazilian judge would not apply it with familiarity, which can be prejudicial to the parties. The Vienna Convention, as any other international instrument,[60] has gaps, due to the lack of consensus in some areas, as in the determination of interest rates, for example. These internal gaps[61] need to be filled by taking the national law into consideration. By fostering the understanding of the contents of the Convention, harm to the parties can be avoided.[62] This is only achievable through the adhesion of Brazil to the Vienna Convention.

3.3. Internalization of conventions in Brazil

Whereas there are many doctrinal references to the fact that Brazil has not "signed" nor "ratified" the Convention, the correct term to address the subject is the non-adhesion of Brazil to the Vienna Convention (non-accession in the language of the Convention).[63] If a State has not signed a certain treaty, but wants to become a contracting party, it can do so through an act of adhesion or accession, which corresponds to a unilateral declaration reflecting its will to become a party thereto.[64] In the case of the Vienna Convention on Contracts for the International Sale of Goods, the deadline for signature expired on September 30, 1981. After that date, it is only possible for States to accede to it, according to the terms of its Article 91(3). The instrument of accession must be deposited with the Secretary-General of the United Nations (Article 91(4)).

According to Article 84, VIII of the Constitution of the Federative Republic of Brazil, the President of the Republic has exclusive power to conclude international treaties, conventions and acts, which are subject to the referendum of the National Congress.[65] It is therefore a duty of the Executive Power to take measures in order to carry out Brazil's accession to the Vienna Convention.

It is speculated that the apparent lack of initiative of the Executive Power as to acceding to the Convention is due to Brazil's not setting the adoption of the Vienna Convention as a foreign policy priority.[66] For many authors, however, the Brazilian adhesion to the Vienna Convention on Contracts for the International Sale of Goods constitutes an inevitable step in supporting the growing participation of Brazil in world trade.[67]

3.4. Brazilian economic position

Brazil is in fact a notable absence in regard to the Vienna Convention,[68] for it does not share rules that are common to the majority of countries with which it conducts foreign trade.[69] In addition, Brazil is a regional economic power in South America and the Mercosur. Argentina, Paraguay and Uruguay, as well as Chile, Colombia, Ecuador and Peru have already ratified or adhered to the Convention.

In 1998, it was stated that a Brazilian adhesion to the Convention within a reasonable period of time was unlikely to happen for unknown reasons. A possible adhesion, however, was considered essential to encourage other Mercosur Member States to adhere to the Convention.[70] The Mercosur Member States referred to in 1998 - Uruguay and Paraguay - already adhered to the Convention respectively on January 25, 1999 and January 13, 2006,[71] but Brazil remains a case of splendid isolation.[72] Brazil has also not ratified the Inter-American Convention on the Law Applicable to International Contracts (CIDIP-V, 1994).[73]

In purely economic terms, it is interesting to note that the current 72 Contracting States party to the Vienna Convention, after the recent accessions of Japan, on July 1, 2008 and Lebanon, on November 21, 2008, account for 75.08% of all world exports and 75.70% of all world imports.[74] The two-thirds share in world trade to which some authors used to refer[75] has grown nowadays, in fact, to more than three-quarters of world merchandise trade.

According to the most recent data of the World Trade Organization, Brazil accounts for 1.15% of world exports and 0.89% of world imports. Its five major trade partners alone, however, which have already ratified the Vienna Convention, account for 42.36% of Brazilian exports and 44.69% of Brazilian imports, almost half of Brazil's foreign trade.[76] The 27 Member States of the European Union, with which Brazil maintains a close economic cooperation, account for 16.44% of world exports and 18.38% of world imports.[77]

Brazil's export share to the European Union is 25.47%, and the corresponding import share is 21.38%. Brazilian exports to the United States and Canada amount to 16.30% of the total, while Brazilian imports from these countries total 16.25%. Mercosur accounts for 11.60% of Brazilian exports and 9.14% of Brazilian imports.[78]

It is possible to conclude upon analysis of these data that all major Brazilian trade partners have already adopted the Vienna Convention in their national legal systems. Support for the Brazilian adhesion to the Convention comes not only from the fact that the countries which account for the majority of world trade have already ratified or adhered to it. There are also other reasons in favor of the Brazilian adhesion that will be analyzed soon. In addition, there is no internal hostility as to the adoption of the Vienna Convention in Brazil; the only relevant factor would be the lack of political coordination of the dominant sectors of society.[79] In the following section, the difficulties that Brazil could possibly face in adhering to the Convention will be analyzed; they are followed by an analysis of the advantages of a possible adhesion.

4. DIFFICULTIES ARISING OUT OF THE ADOPTION OF THE VIENNA CONVENTION

Even though there are no purely economic reasons supporting the isolationism of Brazil in the scenario of uniform sales law, the adoption of the provisions of the Vienna Convention in the Brazilian national legal system could possibly raise some initial difficulties. Firstly, the possible reasons why other important countries in the global economic scenario have not yet ratified or adhered to the Convention will be considered: the cases of the United Kingdom, South Africa, India and Japan, which recently acceded to the Convention on July 1, 2008, will be analyzed. In addition, a comparison of some legal institutes regulated by the Convention with the Brazilian internal legal system will be undertaken in order to detect possible incompatibilities.

4.1. Reasons why other countries have not adhered to the Vienna Convention

In India, the reasons pointed out for the country's not having adhered to the Vienna Convention are particularly the necessity to alter significant parts of the Indian internal legal system of sales contracts that would be caused by the adoption of the Convention. The main aspects that would need to be attentively considered are identified as follows: possible imprecision and lack of clarity caused by the presence of legal concepts that need to adapt to both common law (in the case of India) and civil law countries and the fact that the Convention was drafted mainly according to patterns originating from the latter legal tradition. Moreover, the provisions of the Convention are purportedly milder than internal Indian rules, which allow the buyer to reject goods that do not conform to the quality and quantity previously agreed upon from the very beginning. These milder provisions are represented, for example, by the introduction of the concept of fundamental breach of contract contained in Article 49 of the Convention.[80] The reasons for the non-adhesion of India are based on concerns as to substantive law.

The United Kingdom has not reached a final position as to its adhesion to the Vienna Convention. The main reasons that have been pointed out, however, are of political and economic nature: London is an internationally recognized center for arbitration and dispute resolution. It is feared that the adoption of the Convention could cause London to lose its edge in international arbitration and litigation. In addition, the internal provisions of English law are considered adequate to resolving conflicts originating from international commercial transactions. On the other hand, this latent isolationism of the United Kingdom could endanger its international prestige, since the Convention still remains applicable to a portion of international cases.[81] It is not certain, however, whether the United Kingdom will accede to the Convention soon.[82]

The case of South Africa, on the other hand, may serve as an example to the analysis of the Brazilian case. The country plays an important regional role, as does Brazil. Some possible reasons why South Africa has not yet adhered to the Vienna Convention have been pointed out: the formulations contained in the Convention sometimes differ from the provisions of South African common law, the immutability of the Convention and its consequent inability to adapt to new situations, as well as the adaptation of South Africa to the reigning customs of international trade that has already taken place. Nevertheless, the reasons supporting the South African adhesion are far stronger: the uniformization of rules governing foreign trade and the simplification brought by them, the great success enjoyed by the Convention, cost reduction and the focus on international transactions.[83]

The many advantages as to the adhesion of South Africa clearly offset its few drawbacks, so that it is still recommendable that the country accede to the Convention.[84] The likely accession of South Africa shall encourage other African countries to also do so.[85]

As to the case of Japan, the arguments to be taken into consideration are the ones supporting its adhesion before the country proceeded to do so. In the beginning of the 1990s, there was a considerable movement in favor of Japan's adhesion to the Vienna Convention. Nevertheless, because of economic difficulties, other priorities were present on the legislative agenda, which caused the project to be neglected. Some 15 years later, in 2007, the Japanese legislative agenda was uncluttered, the number of Contracting States had more than doubled, much had been written on the subject and thousands of decisions had been rendered based on the Vienna Convention in the whole world, which considerably raised the levels of foreseeability whose lack was one of Japan's fears.

In addition to that, the Vienna Convention was in some way already applicable to certain cases involving Japanese companies carrying out business abroad. This provoked a gradual assimilation of the provisions of the Convention by Japanese internal law.[86] On the other hand, the existence of a body of Japanese judges and lawyers who were already familiar with the Convention, a change in Japan's foreign trading partners, which rendered the country more conscious of the differences existent in international trade, and the growing importance of the Convention in Asia[87] led Japan to eventually adhere to it on July 1, 2008.

4.2. Interpretative discrepancies in the application of the Vienna Convention

Even though the uniformization of international sales law has satisfactorily taken place on the legislative level, it is still possible to note some resistance in attaining uniform interpretation of the Convention in face of the difficulties experienced by national judges to abstract away from the national legal systems and as a consequence of the relative semantic indetermination present in the Convention, which is based on principles.[88] Nonetheless, in order to avoid possible divergent interpretations of the Convention by national courts, its Article 7 expressly determines that the interpretation shall be carried out in attention to its international character. This provision outlines the principle of the internationality of the contracts regulated by the Convention.

Uniform interpretation is therefore sought.[89] In order to facilitate it, UNCITRAL maintains a database of court decisions from the whole world.[90] A case ruled by the Italian Tribunale di Vigevano provides a remarkable example in this regard. In attention to the referred provision of the Convention, the court has taken into consideration approximately 40 other foreign decisions in order to uniformly interpret the case to be settled.[91] The same happened in another dispute recently decided by the Italian Tribunale di Forlì, in which the court has interpreted the provisions of the Vienna Convention in light of more than 40 foreign rulings.[92] In addition, the UNIDROIT Principles of International Commercial Contracts, in its last edition of 2004,[93] can be a useful tool for interpreting the Vienna Convention.[94] The UNIDROIT Principles were inspired by the Convention, but have a broader scope, including matters in respect of the rights of third parties, the transfer of obligations and penalties. Gap-filling is expressly authorized by Article 7(2) of the Convention. Internal law, however, should serve solely as a last resort in this task.

By following interpretative guiding principles and gap-filling methods, it is possible to uniformize the application of the Vienna Convention, thus preventing its "renationalization"[95] as internal law. With the adhesion of Brazil to the Convention, Brazilian judges should keep its international character in mind and pay attention, in its application, to the circumstances and peculiarities of international trade,[96] not to the simple Brazilian reality.

4.3. Possible difficulties which Brazil would face

4.3.1. Legal difficulties

The adhesion of Brazil to the Vienna Convention would transform its provisions into internal Brazilian law. Even though the Convention would have a status of special norm, expressly regulating international commercial transactions within the limits of its scope of application, some of its provisions and legal concepts are regulated differently with respect to the Brazilian Civil Code. It is therefore necessary to asses the compatibility of the Convention with Brazilian internal law.

The Vienna Convention regulates the formation of contracts in a different way than Brazilian law. According to Article 14(2) of the Convention, a proposal other than one addressed to one or more specific persons is to be considered a mere invitatio ad offerendum, unless contrarily indicated, while Article 427 of the Brazilian Civil Code typically considers it a contract proposal. The approach adopted by the Convention seems to be more adequate to the reality of international contracts.[97] The determination of the price and price reduction are also diversely regulated. According to Article 55 of the Convention, it can be implicitly determined in attention to the price generally charged under comparable circumstances in the trade concerned. The Brazilian Civil Code goes a step further and allows the determination of the price by a third party or based on factors other than the will of the parties, even in the absence of an express agreement by the buyer thereto (Articles 485 and 488).

The Convention permits the reduction of the price if the goods or its quantity do not conform to the contract, if they become unfit for their intended use or yet if their value is affected by a defect (Article 50). The Brazilian Civil Code only allows the reduction of the price in the case of hidden defects (Articles 441 and 442). In conclusion, the solution offered by the Convention is not opposed to that present in the Brazilian Civil Code;[98] the former is simply more adequate to regulating another reality, that of the international sale of goods.

Another aspect is that the seller cannot prima facie obtain additional time for performance. No such doctrine exists in the Brazilian Civil Code. According to the Brazilian internal law system, the buyer can avoid the contract which has not been timely fulfilled. The Convention goes beyond Brazilian law and foresees the possibility of obtaining additional time for contractual performance.[99] This prevents an abrupt characterization of a breach, which could cause problems to the involved parties due to the complexity of international contracts. The Convention, in conclusion, goes beyond Brazilian law requirements and practices and regulates international contracts more adequately.

The fundamental breach of the contract in the terms it was introduced by Article 25 of the Convention is a new concept to Brazilian law. The implication of the formulation is that even the non-fulfillment of a main obligation does not constitute a sufficient cause for the extinction of the contract, except if the other contracting party incurs such a loss that it would be substantially deprived from what it could legitimately expect.[100] This approach renders the avoidance of the contract in face of a mere unfulfillment of a main obligation more difficult. The provision does not seem to directly conflict with Brazilian internal rules, although the regulation of the subject in the Vienna Convention is very diverse.[101]

Specific performance is a legal concept known to Brazilian contract law contained in Article 475 of the Brazilian Civil Code. Article 28 of the Vienna Convention determines that a court is not bound to enter a judgment for specific performance unless the court would do so under its own law in respect of similar contracts of sale not governed by the Convention. In this aspect, there are no dispositions in Brazilian law conflicting with the Convention.[102]

The principle of good faith is expressly set forth in Article 7(1) of the Vienna Convention[103] and in Article 422 of the Brazilian Civil Code. Party autonomy is also present in the Convention and in the Brazilian Civil Code. In the latter, it is, however, limited by the social function of the contract.[104] Also in this regard there are no irreconcilable discrepancies of the Convention with Brazilian law.

As to the fear that the uniformization of international sales law could supplant national law, it must be kept in mind that it does not constitute a mere substitution of national law for a supranational uniform law enacted by a legislator on a world scale. The unification process, in fact, is characterized by flexibility and the analysis of comparative law, in order to further improve the regime of international relations. This constitutes one of the most important tasks of our time.[105]

Although some matters relating to sales contracts are diversely regulated in the Vienna Convention and in the Brazilian Civil Code, such differences are completely justifiable in view of the particular character of international contracts. This does not hinder the adhesion of Brazil to the Vienna Convention in any form whatsoever.

4.3.2. Other possible difficulties

Despite the aforementioned reasons supporting the Brazilian adhesion to the Vienna Convention, there could also be other possible reasons against it: the fact that international commercial practices are already consolidated, thereby rendering the Convention unnecessary; the need for introducing new provisions into the Brazilian internal legal system, which could possibly give rise to divergent regulation in view of the national law and therefore cause further difficulties or even the rigidity of the provisions contained in the Convention.

All these arguments are easily rebuttable: the existence of strong international commercial practices in Brazil justifies by itself the adoption of common rules in order to simplify the settlement of any dispute that could arise. Moreover, common rules constitute an authentic guide that parties from different countries can follow in order to determine beforehand the rights and obligations arising out of the contract to be concluded. The adoption of new provisions in Brazilian law and the subsequent need of possibly aligning some of the internal provisions with the Convention's rules do not constitute a reason for the non-adhesion of Brazil either. As it has been demonstrated, there are no seriously conflicting provisions either of Brazilian or conventional law that would prevent Brazil from adhering to the Vienna Convention.

Another factor is Brazil's possible lack of political interest in adhering to the Vienna Convention. In view of what has been exposed, such lack of interest, or even unfamiliarity, as we would call it, is easily overcome by publicizing the important initiatives already existing in Brazil supporting the adhesion to the Convention, which will be addressed later on.

5. THE ADHESION OF BRAZIL TO THE VIENNA CONVENTION

In this section, the advantages of Brazil's adhering to the Vienna Convention will be analyzed in attention to its compatibility with the Brazilian internal legal system and the Brazilian economic position in the world scenario. Subsequently, initiatives that highlight the acceptance of the Convention in Brazil will be explained. Furthermore, a recommendation for Brazil to adhere to the Vienna Convention without any reservation will be made.

5.1. Reasons supporting the Brazilian adhesion

5.1.1. Legal reasons

As it has been explained, there are no significant legal impediments that would prevent Brazil from adhering to the Convention; in addition, the advantages of an adhesion would be numerous. Firstly, it is important to emphasize the simplification of international sales law that would be achieved by means of internalizing the Convention's rules. It is nowadays a true lingua franca of international trade,[106] which is becoming increasingly more common. If Brazil adheres to the Convention, its rules will precede those contained in the Brazilian Civil Code in regulating international sales transactions.

The Vienna Convention, moreover, accounts for the exigencies of reasonableness and fairness resulting from the participative way according to which it was drafted. Neither the interests of buyer nor those of the seller have been privileged, so that Brazil can trust that its rules will be of no prejudice to Brazilian traders. These two ideals were followed in the drafting of the Convention and are enshrined in its provisions.[107]

Furthermore, it must be emphasized that the Vienna Convention was especially conceived to regulate the international sale of goods and therefore contains rules which are more adequate than many national provisions.[108] In this way, it is possible to foster legal certainty in the field of international sales law, a principle substantiated by certainty and foreseeability as to the rules regulating international sales contracts.[109]

A direct consequence of the simplification of the diversity of rules potentially applicable to contracts for the international sale of goods is the reduction of operational costs. This is a strong argument in favor of the adhesion, which is also derived from the stability promoted by the Convention.[110] The normative predictability and certainty brought by the Convention would also tend to reduce the number of disputes arising out of frustrated international commercial transactions. Notwithstanding that, when resorting to regular courts becomes really necessary, judges would experience certainty as to the applicable law, without the need of spending time searching for the applicable law based on the analysis of conflict of laws provisions. The resulting applicable law, moreover, frequently poses comprehension problems to national courts.

Another cause of the reduction of costs and improved stability is the fact that traders would focus primarily on the economic aspect of transactions, since the uniform law would guarantee the needed foreseeability as to the rules by which the parties will have to abide, which reduces disputes and improves legal certainty.[111] The true advantage of the Convention is the foreseeability brought by common rules, thereby reducing the number of disputes. Settlement of disputes should bear a minor focus and be the exception in the field of international sales law. Moreover, in view of the principle of party autonomy enshrined in the Vienna Convention, the parties are allowed to modify, derogate from and vary the effect of its provisions (Article 6).

The Vienna Convention enjoys remarkable prestige throughout the world, comparable only to important instruments of private law such as the Geneva Conventions on the law relating to checks, bills of exchange and promissory notes of 1930 and 1931 and the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, to which Brazil recently acceded.[112] Currently it is possible to find news on the application of the New York Convention even in the common media.[113]

The 1958 New York Convention currently counts 143 Contracting States[114] and was regarded as a true revolution in Brazil in the field of international commercial arbitration when the country acceded to it on June 7, 2002. With the Brazilian adhesion to the Vienna Convention, the formal participation of Brazil in the ever growing scenario of international commercial arbitration would take place also by accepting the substantive rules relating to international sales law contracts widely accepted in the world nowadays.

5.1.2. Other supportive reasons

From an economic point of view, Brazilian presence in international trade contrasts acutely with its absence in relation to a Convention that regulates world sales. As it has been demonstrated, of the 20 major trade partners of Brazil in imports and exports, the majority has already ratified or adhered to the Vienna Convention.[115] In addition, Brazil experiences a growing and renewed importance in international trade and there is a tendency that the number of Contracting States party to the Vienna Convention will grow in the next few years. The Contracting States currently account for three-quarters of the whole world trade, a figure that is likely to grow even more. The regional leadership role played by Brazil not only in Mercosur, but also in South America is another factor that should be taken into consideration.

There are also political reasons supporting the Brazilian adhesion to the Vienna Convention. In face of an undoubtedly consolidated instrument on the global level, Brazilian absenteeism can invariably harm the image of the country as a political entity that still rejects common rules widely accepted in the world.[116]

Furthermore, it is to bear in mind that Article 1 of the Asuncion Treaty expressly defines a compromise of the Member States to harmonize the legislation in the Mercosur, notably in respect of the law of obligations and contract law, as a means for enabling the free circulation of goods.[117] Brazil is the only Member State of Mercosur that has not yet signed or adhered to the Vienna Convention.[118]

As referred, the Vienna Convention has inspired some aspects of the modernization of the law of obligations in Germany, the reform of the Dutch Civil Code and the alteration of Scandinavian sales law rules and served as a model for the harmonization of contract law within the European Union. Brazil cannot simply ignore these developments and exclude itself from the major achievements in the field of international sales and contract law by not adhering to the Vienna Convention.

5.2. Public, private and academic initiatives

Despite the absence of Brazil in relation to the Vienna Convention, it is possible to note the engagement of different sectors of Brazilian society in order to promote the study and research of the Convention. Such initiatives exist mainly by virtue of the partial applicability of the Convention to Brazilian parties already existent and in light of the global relevance of this uniform instrument.

In 2005, the Foreign Affairs and Defense Committee of the Brazilian Senate presented a written request to the Minister of Development, Industry and Foreign Trade in order to gather information on the following subjects:

1 - which countries of Mercosur are Contracting States party to the UN Convention on Contracts for the International Sale of Goods - CISG; 2 - which reasons led Brazil not to sign the aforementioned Convention, in case Brazil is not a signatory State; 3 - what is the situation of the study and what are the developments as to the Brazilian adhesion to the CISG; 4 - which are the other organs involved in the study of the subject and how is this relevant matter being conducted by the Brazilian Government.[119]

The authors of the requisition were motivated by the adhesion of numerous trade partners of Brazil to the Convention, which renders the absence of the country a case for preoccupation, since it is a sign of resistance in accepting international common legal rules. The requisition is still working its way through the Senate.[120] There is a preoccupation even of the Legislative Power in view of the apparent lack of efforts in Brazil to adhere to the Convention.

In addition, in Brazil there is already a specialized body familiar with the Vienna Convention, as well as a culture of making available national decisions rendered by courts around the world[121] and extensive national and international doctrine.[122] The adoption of uniform rules on the international level offers lawyers an alternative to represent the interests of their clients; preventive counseling is also a modern tendency that diminishes risks and costs and accelerates litigation procedures.[123] The relative ignorance of the Convention in Brazil does not encumber[124] its adoption by the country. Deep knowledge of the Vienna Convention in specialized circles constitutes rather an undoubtable advantage.

Noted is also the interest of the academic community in the Convention, notably by virtue of the creation, in 1993, of the Willem C. Vis International Commercial Arbitration Moot, a competition in the field of international sales law based on fictitious cases subject to the Vienna Convention.[125] The moot court competition, organized by the Law School of Pace University, had in its sixteenth edition in 2008-2009 the participation of 233 Universities from around the world, including Brazil, which was represented by six teams of students.[126] Finally, the gradual adoption of the Vienna Convention as a curricular subject at Universities will surely foster a better training of new professionals in the long run.

5.3. Why Brazil should adhere to the Vienna Convention without any reservations

If Brazil should adhere to the Vienna Convention, it is recommendable to do so without making any reservations based on Articles 92(1) and 95 of the Convention. By making the reservation foreseen in Article 92, Brazil could declare that it would not be bound by Part II or Part III of the Convention, which would denature its adhesion, as it would not be considered a Contracting State as to these parts.

In making the reservation of Article 95, based on the principle of international reciprocity, the Convention would be applied only to cases involving parties from Contracting States, thereby excluding the application of the Convention if the conflict of laws rules led to the application of the law of a Non-Contracting State, even if the other party involved came from a Contracting State. Of the current 72 Contracting States, only Germany (excluding the application of Article 1(1)(b) in relation to another State that has also made a declaration as to not applying Article 1(1)(b)), the Czech Republic, China, Saint Vincent and the Grenadines, Singapore, Slovakia and the United States made a reservation based on Article 95.[127] There is an express recommendation, however, that Singapore withdraw the reservation made.[128]

The main reasons against the reservations of Articles 92(1) and 95 are: they could lead to the application of diverse laws to parts of the same contract, which would bring unnecessary complications;[129] on the other hand, the Convention itself foresees the possibility for the parties to exclude the application of the convention to a contract they conclude.[130]

By not making any reservation, Brazil would be demonstrating its compromise with the respect of party autonomy and the international character of the uniformization achieved by the Convention. This would also make it possible for Brazilian courts to settle disputes subject to the rules of the Vienna Convention more often. In conclusion, if Brazil is to adhere to the Vienna Convention, it should do so without making any reservations, just as the majority of Contracting States did.

6. CONCLUDING REMARKS

Immanuel Kant, in his essay "Perpetual Peace" (Zum ewigen Frieden), proposed, as early as the 18th century, that the best guarantee for an enduring peace is a world of understanding among different peoples, brought by commerce and harmonic exchange between them.[131] Charles-Louis de Secondat, Baron of Montesquieu, has also referred in his work "The Spirit of Laws" (De l'Esprit des Lois) that the natural consequence of commerce is to lead to peace.[132]

As it has been demonstrated, harmony in international trade can be achieved with the uniformization of rules applicable to international commercial transactions, the main purpose of the Vienna Convention on Contracts for the International Sale of Goods. In this context, the following conclusions can be drawn as to the Brazilian situation before the Vienna Convention:

      1. The 1980 Vienna Convention constitutes a true "world sales law", as it brings together 72 Contracting States from the five continents that account for three-quarters of world trade. This success was achieved as a consequence of the technical quality of the Convention, the participation of the States that drafted the instrument and the compromises assumed by them. Brazil has not yet adhered to the Convention, although its major trade partners have already done so.

      2. Despite the absence of Brazil's formal adhesion, the Vienna Convention is already applicable to Brazilian parties when: a) the applicable law is the law of a Contracting State according to Article 1(1)(b) of the Convention, combined with the provisions of Article 9 of the Introductory Act to the Brazilian Civil Code; b) the parties choose the Convention as the applicable law in arbitral procedures.

      3. Brazil plays a major regional economic role in South America. Besides the fact that all Member States of Mercosur have already signed or adhered to the Vienna Convention, the major trade partners of Brazil in the world have also done so. The obligation of Brazil, as a Member State of Mercosur, of harmonizing the legislation on civil matters and obligations is another relevant factor that should lead Brazil to consider its adhesion to the Vienna Convention.

      4. There are no hindrances of any sort, legal or not, that prevent Brazil from adhering to the Vienna Convention on Contracts for the International Sale of Goods. A possible lack of political interest of Brazil in adhering to the Convention or even unfamiliarity that might exist are both easily overcome by publicizing the important initiatives in favor of the adhesion to the Vienna Convention already existing in the country.

      5. The Brazilian adhesion to the 1980 Vienna Convention brings numerous advantages. The regulation of international sales contracts provided for by the Convention is more adequate than the regulation offered by internal national law, given the peculiarities of this type of contract. In view of the growing participation of Brazil in world trade, the adhesion of the country to the 1980 Vienna Convention should result in improved legal certainty and stability in international sales of goods. If Brazil is to adhere to the Convention, it should do so without making any reservations, thereby respecting the international character of the instrument.


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FOOTNOTES

* This article is a revised version of a paper originally written in Portuguese entitled "O Brasil e a Adesão à Convenção de Viena de 1980 sobre Compra e Venda Internacional de Mercadorias", which was presented at the 73rd Biennial Conference of the International Law Association in Rio de Janeiro on August 20, 2008 and was awarded the first national prize in a competition organized by the Brazilian Center of Studies of Law Firms (CESA).

** LL.B. students at the Federal University of Rio Grande do Sul, Porto Alegre, Brazil. The authors were scholars of the CAPES Foundation of the Brazilian Ministry of Education at the Justus-Liebig-Universität Giessen during the academic year 2006-2007 in a program co-funded by the German DAAD. The authors would like to thank Bruno Migowski and Lucas Parreira Lorini for the revision of the final translation. Contact is very welcome through the following e-mail addresses: <iuliadolg@yahoo.com.br> and <marcelo@boff-lorenzen.com>.

1. René David & Camille Jauffret-Spinosi, Les grands systèmes de droit contemporains 8 (11th ed. 2002).

2. Nadia de Araujo, Contratos Internacionais 137 (3rd ed. 2004).

3. See Sieg Eiselen, Adoption of the Vienna Convention for the International Sale of Goods (the CISG) in South Africa, 116 SA Law Journal 325 (1996).

4. See Rudolf Meyer, Bona Fides und Lex Mercatoria in der Europäischen Rechtstradition 56-57 (1994).

5. Peter Schlechtriem, Internationales UN-Kaufrecht 2 (2007).

6. Peter Schlechtriem, Internationales UN-Kaufrecht 2 (2007).

7. Monica Eghrari Goulart, A Convenção de Viena e os Incoterms, 856 Revista dos Tribunais 70 (2007). These legislative texts were criticized for having been drafted primarily by Western European countries, thereby ignoring the opinion of the United States and the less industrialized countries; see additional data in Alejandro M. Garro & Alberto L. Zuppi, La Convención de las Naciones Unidas sobre los Contratos de Compraventa Internacional de Mercaderías, available at <http://www.cisg.law.pace.edu/cisg/text/garro-zuppi.html> (last visited December 19, 2008).

8. Information available from the website of UNCITRAL at <http://www.uncitral.org/uncitral/en/about/origin.html> (last visited December 19, 2008).

9. Preamble of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Integral text available at <http://www.uncitral.org/pdf/english/texts/sales/cisg/CISG.pdf> (English version) (last visited December 19, 2008). The first version in Portuguese of the Convention was prepared by Eduardo Grebler, Convenção das Nações Unidas sobre Contratos de Compra e Venda Internacional de Mercadorias, 88 Revista de Direito Mercantil, Industrial, Econômico e Financeiro 45-60 (1992).

10. The expression "Vienna Convention" will be used henceforth in reference to the CISG (Convention on Contracts for the International Sale of Goods).

11. Sieg Eiselen, Adoption of the Vienna Convention for the International Sale of Goods (the CISG) in South Africa, 116 SA Law Journal 336 (1996).

12. See Rodolfo Sacco, Introdução ao Direito Comparado 194 et seq. (2001), who distinguishes between legal unification and uniformization. According to him, unification consists of eliminating the conflicting norms by means of introducing a single norm to be applied by authorities belonging to a same hierarchical pyramid. Unification is less desirable than uniformization, which implies, on its own, that the modification of legal provisions by consensus is to be achieved by means of adopting statutes or conventions, so that "harmonized" solutions are to be applied, for example, in all States parties to a Convention, except for the matters in relation to which the State has made a reservation. The latter fact confers democratic characteristics to the undertaking.

13. See the status of the Convention available at <http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html> (last visited December 19, 2008).

14. See, other than the official CLOUT case system of UNCITRAL available at <http://www.uncitral.org/clout>, also the following websites: <http://www.unilex.info> and <http://www.globalsaleslaw.org/index.cfm?pageID=28> (last visited December 19, 2008).

15. Michael Joachim Bonell, The CISG, European Contract Law and the Development of a World Contract Law, 56 Am. J. Comp. L. 2 (2008).

16. Peter Schlechtriem, Basic Structures and General Concepts of the CISG as Models for a Harmonisation of the Law of Obligations, 10 Juridica Int'l 27 (2005).

17. Patrícia Galindo da Fonseca, O Brasil perante Uma Nova Perspectiva de Direito Mercantil Internacional, 341 Revista Forense 210 (1998).

18. Michael Joachim Bonell, The CISG, European Contract Law and the Development of a World Contract Law, 56 Am. J. Comp. L. 10 (2008).

19. Iacyr de Aguilar Vieira, Mileny A. Lacerda da Silva & Alexandre Pereira Leão, Direito uniforme sobre a Compra e Venda Internacional de Mercadorias: convergências e divergências em sua aplicação, 10 Revista de Direito Bancário e do Mercado de Capitais 144, 147 (2007).

20. See, in this regard, the course of Michel Pelichet, La vente internationale de marchandises et le conflit de lois, 201 Recueil des Cours de l'Académie de Droit International de La Haye 22 et seq. (1987), in which a historic panorama of international sales contracts can be found.

21. Judith Hofmeister Martins Costa, Os princípios informadores do contrato de compra e venda internacional na Convenção de Viena de 1980, 126 Revista de Informação Legislativa 118 (1995). The author refers the following central guiding principles of the Convention: objective good faith and reasonableness (legal principles related to values); consensuality and internationality of contracts (dogmatic principles).

22. The reservations made by the States are available on the website of UNCITRAL at <http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html> (last visited December 19, 2008).

23. The adhesion of these countries to the Vienna Convention is extremely encouraged in the discussions within the European Union. Ulrich Magnus refers ipsis litteris: "The CISG should be ratified by all EU member states (or by EU itself) without any reservation. [...] The CISG should be taken as the basis for a European Contract law. A European sales law should correspond as much as possible to the CISG". Available at <http://ec.europa.eu/consumers/cons_int/safe_shop/fair_bus_pract/cont_law/stakeholders/5-35.pdf> (last visited December 19, 2008).

24. See especially the assessment in the case of UK in Alaistair Mullis, Twenty-Five Years On - The United Kingdom, Damages and the Vienna Sales Convention, 71 RabelsZ 38 (2007), who predicts a likely adhesion to occur shortly. As the article was published in Germany in 2007, the estimated deadline of one and a half years is to expire, at the latest, in 2009. See also the likely reasons why the UK has not yet adhered to the Vienna Convention on 4.1., infra.

25. Monica Eghrari Goulart, A Convenção de Viena e os Incoterms, 856 Revista dos Tribunais 71 (2007).

26. Peter Schlechtriem, Basic Structures and General Concepts of the CISG as Models for a Harmonisation of the Law of Obligations, 10 Juridica Int'l 30 (2005); Peter Schlechtriem, Internationales UN-Kaufrecht 4 (2007).

27. Peter Schlechtriem, Basic Structures and General Concepts of the CISG as Models for a Harmonisation of the Law of Obligations, 10 Juridica Int'l 29 (2005). It should be noted that in the European Union a directive "shall be binding, as to the result to be achieved, upon each Member State to which it is addressed, but shall leave to the national authorities the choice of form and methods" (EC Treaty, Article 189).

28. Michael Joachim Bonell, The CISG, European Contract Law and the Development of a World Contract Law, 56 Am. J. Comp. L. 26 (2008); see also Ulrich G. Schroeter, Schaffung und Akzeptanz einheitlichen Privatrechts in Europa: Lehren aus der Anwendung des UN-Kaufrechts für ein Europäisches Vertragsrecht, 14 Jahresheft der Internationalen Juristenvereinigung Osnabrück 36-41, passim (2007).

29. Aleksandr Muranov, Istorija oficia'nogo opublikovanija v Rossijskoj Federacii Konvencii OON O dogovorah mezhdunarodnoj kupli-prodazhi tovarov (Vena, 11 aprelja 1980) v svjazi s problemoj primenenija v Rossii ee mezhdunarodnyh dogovorov, available at <http://www.20jahre.cisg-library.org/muranov1.html> (last visited December 19, 2008).

30. The website maintained by Universidad Carlos III of Madrid makes available the decisions of Spanish-speaking countries in the Americas at <http://turan.uc3m.es/uc3m/dpto/PR/dppr03/cisg> (last visited December 19, 2008).

31. Venezuela, the new Member State of Mercosur, signed the Vienna Convention on September 28, 1981 but never ratified it. Thus, of the five Member States of Mercosur, only Brazil and Venezuela have not signed or adhered to the Convention. See note no. 118, infra.

32. Peter Schlechtriem, Basic Structures and General Concepts of the CISG as Models for a Harmonisation of the Law of Obligations, 10 Juridica Int'l 29 (2005).

33. Peter Schlechtriem, Basic Structures and General Concepts of the CISG as Models for a Harmonisation of the Law of Obligations, 10 Juridica Int'l 31 (2005).

34. See UN Information Service, Japan Accedes to United Nations Convention on Contracts for the International Sale of Goods (CISG), available at <http://www.unis.unvienna.org/unis/pressrels/2008/unisl120.html> (last visited December 19, 2008).

35. See UN Information Service, Lebanon Accedes to United Nations Convention on Contracts for the International Sale of Goods (CISG), available at <http://www.unis.unvienna.org/unis/pressrels/2008/unisl124.html> (last visited December 19, 2008).

36. Michael Joachim Bonell, The CISG, European Contract Law and the Development of a World Contract Law, 56 Am. J. Comp. L. 1 (2008).

37. Peter Schlechtriem, Internationales UN-Kaufrecht 19 (2007).

38. Lauro da Gama e Souza Jr., A Convenção de Viena sobre a Compra e Venda Internacional de Mercadorias - 1980: essa grande desconhecida, 3 Revista de Arbitragem e Mediação 139 (2006). The author refers a decision rendered by the Austrian Supreme Court (2 Ob. 191/98 X) in which the Convention was applied in order to solve a dispute between two Austrian companies, one of which had its place of business in Italy.

39. Peter Schlechtriem, Internationales UN-Kaufrecht 15 (2007).

40. "[u]nless the seller, at any time before or at the conclusion of the contract, neither knew nor ought to have known that the goods were bought for any such use" (Article 2 (a) of the Convention). The exclusion of consumer sales aims at avoiding conflicts between the provisions of the Convention and internal mandatory rules of consumer protection. See in this regard Cesare M. Bianca & Michael J. Bonell, Commentary on the International Sales Law 37 (1987).

41. According to Stefan Kröll, however, the list is not intended to be exhaustive. As a consequence, questions concerning the validity of contracts are only excluded "except as otherwise provided". In this light, "[e]ven where matters relate to the validity of a contract it is first necessary to see whether the CISG provides for the matter, either expressly or implicitly". See Stefan Kröll, Selected Problems Concerning the CISG's Scope of Application, 25 J. L. & Com. 53 (2005-06).

42. Cesare M. Bianca & Michael J. Bonell, Commentary on the International Sales Law 46 (1987).

43. Peter Schlechtriem, Internationales UN-Kaufrecht 39 (2007).

44. See the final official document edited by UN-UNCITRAL, United Nations Conference on Contracts for the International Sale of Goods - Official Records - Vienna, 10 March-11 April 1980 XV (1991).

45. UN-UNCITRAL, United Nations Conference on Contracts for the International Sale of Goods - Official Records - Vienna, 10 March-11 April 1980 176 (1991), Doc. A/CONF.97/18.

46. See UN-UNCITRAL, United Nations Conference on Contracts for the International Sale of Goods - Official Records - Vienna, 10 March-11 April 1980 230 (1991), Doc. A/CONF.97/SR.11.

47. See UN-UNCITRAL, United Nations Conference on Contracts for the International Sale of Goods - Official Records - Vienna, 10 March-11 April 1980 234 (1991), Doc. A/CONF.97/SR.12.

48. See the annals of the 4th session held on March 24, 1980 in UN-UNCITRAL, United Nations Conference on Contracts for The International Sale of Goods - Official Records - Vienna, 10 March-11 April 1980 449 (1991), Doc. A/CONF.97/C.2/SR.4.

49. Alejandro M. Garro, Reconciliation of Legal Traditions in the U.N. Convention on Contracts for the International Sale of Goods, 23 Int'l Lawy. 443 (1989).

50. Some examples of these cases are a decision rendered by the Swiss Cantonal Tribunal of Vaud, which applied the Vienna Convention to a case involving a Brazilian party, referred to in the biannual study of 2003 on the developments of the Vienna Convention in the world published by Burghard Piltz, Neue Entwicklungen im UN-Kaufrecht (2003), 2003 Neue Juristische Wochenschrift 2059-60 (2003), as well as a decision rendered by the Appellate Court of Hamburg (Oberlandesgericht Hamburg, case no. 1 U 31/99 of the 1st Civil Division, November 26, 1999, CLOUT abstract no. 348), available at <http://cisgw3.law.pace.edu/cases/991126g1.html> (last visited December 19, 2008).

51. Article 28 (1) EGBGB (Introductory Act to the German Civil Code).

52. Decision rendered by the Appellate Court of Karlsruhe, Germany (Oberlandesgericht Karlsruhe, case no. 7 U 40/02 of the 7th Civil Division) on December 10, 2003. In the original: "Da mithin deutsches Recht maßgebend ist, gilt das Übereinkommen der Vereinten Nationen über Verträge über den internationalen Warenkauf (CISG), auch wenn Brasilien nicht Vertragspartner dieses Übereinkommens ist. Denn ist genug, dass die Bundesrepublik Deutschland [...] Vetragspartner ist. Dies führt nach Art. 1 Abs. 1 b CISG zur Anwendung des CISG auf das Kaufvertragsverhältnis zwischen den Parteien". Available at <http://www.globalsaleslaw.com/content/api/cisg/urteile/911.pdf> (last visited December 19, 2008).

53. Adriana de Oliveira Giffoni, A Convenção de Viena sobre Compra e Venda internacional de Mercadorias e sua Utilidade no Brasil, 116 Revista de Direito Mercantil, Industrial, Econômico e Financeiro 169 (1999); Lauro da Gama e Souza Jr., A Convenção de Viena sobre a Compra e Venda Internacional de Mercadorias - 1980: essa grande desconhecida, 3 Revista de Arbitragem e Mediação 137 (2006).

54. Stockholm Chamber of Commerce Arbitration Award of 5 April 2007 (pressure sensors case), available at <http://cisgw3.law.pace.edu/cases/070405s5.html> (last visited December 19, 2008).

55. Nadia de Araujo, Contratos Internacionais 118 (3rd ed. 2004). The author undertakes a deep study on the party autonomy as it is treated by both Brazilian doctrine and courts.

56. Monica Eghrari Goulart, Os conflitos de leis no âmbito das obrigações contratuais internacionais (convenções de Roma, 1980, e México, 1994) e do direito aplicável aos contratos internacionais de compra e venda de mercadorias (Convenções de Haia, 1955 e 1986), 7 Revista de Direito Privado 175 (2006).

57. The research covers all regional Appellate Courts of the 26 Brazilian States and the Federal District up to July 7, 2008.

58. "[h]ypothesis of an anticipated breach of contract (Article 72 of the Vienna Convention, according to the doctrinal opinion and a precedent of the Brazilian Superior Court of Justice - case no. 309626), in which any express or tacit act or omission of the debtor, as proved, demonstrates that she will not fulfill the obligation within the period of time agreed upon by the parties, even though the obligation is ineffective." (Appellate Court of São Paulo, case no. 379.981-4/0, 4th Civil Division, Justice Enio Zuliani. Published on May 21, 2008).

59. "[t]he seller's 'duty to mitigate the loss' in order not to cause further losses to the debtor lead to the adoption of Resolution no. 169 during the III Conference on Private Law [...]: 'The principle of objective good faith shall oblige the creditor to avoid the aggravation of its own losses'. This Resolution was proposed by Professor Vera Maria Jacob de Fradera, from the Federal University of Rio Grande do Sul [...]. She was inspired by Article 77 of the 1980 Vienna Convention on Contracts for the International Sale of Goods: 'A party who relies on a breach of contract must take such measures as are reasonable in the circumstances to mitigate the loss, including loss of profit, resulting from the breach. If she fails to take such measures, the party in breach may claim a reduction in the damages in the amount by which the loss should have been mitigated'". (Appellate Court of São Paulo, case no. 1.170.013-1, 16th Civil Division, Justice Windor Santos. Published on July 27, 2007).

60. As to the methodological questions in regard to gap-filling in international case law see Michael R. Will, Preenchimento de lacunas na Convenção de Viena sobre compra e venda internacional de mercadorias, 22 Revista da Faculdade de Direito da Universidade Federal do Rio Grande do Sul passim (2002).

61. Peter Schlechtriem, Internationales UN-Kaufrecht 30 (2007).

62. Lúcia Carvalhal Sica, A Convenção das Nações Unidas sobre contratos de compra e venda internacional de mercadorias: Estados não signatários e a situação do Brasil, 8 Revista Trimestral de Direito Civil 36 (2007).

63. Both terms are used here interchangeably.

64. Valério de Oliveira Mazzuoli, Curso de Direito Internacional Público 64 (2006).

65. It should be emphasized that this competence may be delegated to the Ministers of Foreign Affairs or to the Heads of Diplomatic Missions. On the procedure for concluding and internalizing international treaties in Brazil see Valério de Oliveira Mazzuoli, Curso de Direito Internacional Público (2006).

66. Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. 467 (2005-06).

67. Patrícia Galindo da Fonseca, O Brasil perante Uma Nova Perspectiva de Direito Mercantil Internacional, 341 Revista Forense 210 (1998); Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. passim (2005-06); Lúcia Carvalhal Sica, A Convenção das Nações Unidas sobre contratos de compra e venda internacional de mercadorias: Estados não signatários e a situação do Brasil, 8 Revista Trimestral de Direito Civil 31 (2007); Vera Maria Jacob de Fradera, O conceito de inadimplemento fundamental do contrato no artigo 25 da Lei Internacional sobre Vendas da Convenção de Viena de 1980, 11 Revista da Faculdade de Direito da Universidade Federal do Rio Grande do Sul 55 (1996).

68. See Lauro da Gama e Souza Jr., A Convenção de Viena sobre a Compra e Venda Internacional de Mercadorias - 1980: essa grande desconhecida, 3 Revista de Arbitragem e Mediação 136 (2006).

69. See the opinion of Michael R. Will, Preenchimento de lacunas na Convenção de Viena sobre compra e venda internacional de mercadorias, 22 Revista da Faculdade de Direito da Universidade Federal do Rio Grande do Sul 527 (2002).

70. See Alejandro M. Garro, The U.N. Sales Convention in the Americas: Recent Developments, 17 J. L. & Com. 242 (1998).

71. See the status of the Convention available at <http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html> (last visited December 19, 2008).

72. The author of this expression, employed in relation to the UK, is Barry Nicholas, The United Kingdom and the Vienna Sales Convention: Another Case of Splendid Isolation?, available at <http://soi.cnr.it/~crdcs/crdcs> (last visited December 19, 2008).

73. See the status of the Convention available on the website of the Organization of American States at <http://www.oas.org/juridico/english/sigs/b-56.html> (last visited December 19, 2008).

74. These data were obtained by summing up the participation of each Contracting State of the Vienna Convention in the world trade of goods, divided into exports and imports. The most recent data, from 2007, can be found on reports issued by the World Trade Organization (WTO) specific to each of its member countries and available at <http://www.wto.org> (last visited December 18, 2008).

75. See especially Sieg Eiselen, Adoption of the Vienna Convention for the International Sale of Goods (the CISG) in South Africa, 116 SA Law Journal 331 (1996); see also Lauro da Gama e Souza Jr., A Convenção de Viena sobre a Compra e Venda Internacional de Mercadorias - 1980: essa grande desconhecida, 3 Revista de Arbitragem e Mediação 135 et seq. (2006).

76. These data were obtained from the World Trade Organization at <http://www.wto.org>, the CIA World Factbook, available at <http://www.cia.gov/cia/publications/factbook>, the Brazilian Ministry of Development, Industry and Foreign Trade at <http://www.mdic.gov.br> and from the AliceWeb system of the Brazilian Government for data on exports and imports available at <http://aliceweb.desenvolvimento.gov.br> (last visited December 18, 2008). In the period from July 2007 to June 2008 the five major partners of Brazil in exports were the United States (14.89%), Argentina (9.58%), China (7.60%), the Netherlands (5.89%) and Germany (4.41%), and in imports the United States (14.59%), Argentina (11.11%), China (8.11%), Germany (7.04%) and Japan (3.84%), all of which have already ratified or adhered to the Vienna Convention. The sole exception is Nigeria, which accounted for 4.34% of Brazilian imports in the period and ranked fourth, before Japan, but is not party to the Vienna Convention and therefore was not considered. Of the 20 major trade partners of Brazil in the same period, which account for 72.08% of Brazilian exports and 77.49% of Brazilian imports, the majority has already ratified or adhered to the Vienna Convention.

77. Statistics available on the website of the World Trade Organization at <http://www.wto.org> (last visited December 18, 2008).

78. The data cover the period from July 2007 to June 2008 and were taken from AliceWeb, the system of the Brazilian Government for data on exports and imports available at <http://aliceweb.desenvolvimento.gov.br> (last visited December 10, 2008).

79. Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. 467 (2005-06).

80. See the brief analysis of Shishir Dholakia, Ratifying the CISG - India's Options, In: Congress Celebrating Success: 25 Years United Nations Convention on Contracts for the International Sale of Goods (Sep. 22-23, 2005), Singapore. Annals, 2005 Singapore International Arbitration Centre 188-92, passim.

81. See the analysis of Sally Moss, Why the United Kingdom has not Ratified the CISG, 25 J. L. & Com. 485 (2005-06).

82. See the contrary opinion of Alastair Mullis, Twenty-Five Years On - The United Kingdom, Damages and the Vienna Sales Convention, 71 RabelsZ 38 (2007), who predicts a likely adhesion of the UK within one and a half years.

83. See Sieg Eiselen, Adoption of the Vienna Convention for the International Sale of Goods (the CISG) in South Africa, 116 SA Law Journal 338-355 (1996).

84. See Sieg Eiselen, Adopting the Vienna Sales Convention: Reflections Eight Years down the Line, 19 SA Merc. LJ 24-25 (2007).

85. See Ulrich G. Schroeter, Das einheitliche Kaufrecht der afrikanischen OHADA-Staaten im Vergleich zum UN-Kaufrecht, 2001 Recht in Afrika 164-65 (2001), on the harmonization of sales law in the African countries of the Organization for the Harmonization of Business Law in Africa. See also the website of the organization at <http://www.ohada.com> (last visited December 19, 2008).

86. Hiroo Sono, Contract Law Harmonization and Non-Contracting States: The Case of The CISG, In: Congress Modern Law for Global Commerce (July 9-12, 2007), Vienna. Annals, UNCITRAL, available at <http://www.uncitral.org> (last visited December 19, 2008).

87. See the analysis of Yoshihisa Nomi, The CISG from the Asian Perspective, In: Congress Celebrating Success: 25 Years United Nations Convention on Contracts for the International Sale of Goods (Sep. 22-23, 2005), Singapore. Annals, 2005 Singapore International Arbitration Centre 167-177, passim (2005).

88. Iacyr de Aguilar Vieira, Mileny A. Lacerda da Silva & Alexandre Pereira Leão, Direito uniforme sobre a Compra e Venda Internacional de Mercadorias: convergências e divergências em sua aplicação, 10 Revista de Direito Bancário e do Mercado de Capitais 148, 153 (2007). The authors present a compilation of judicial decisions on the diverging interpretation of the Vienna Convention in regard e.g. to the determination of a reasonable period of time according to Articles 38 and 39 of the CISG.

89. Luke R. Nottage, Who's Afraid of the Vienna Sales Convention (CISG)? A New Zealander's View from Australia and Japan, 36 V. U. Wellington L. R. 820 (2005).

90. See also note no. 14, supra.

91. Franco Ferrari, Applying the CISG in a Truly Uniform Manner: Tribunale di Vigevano (Italy), 12 July 2000, 2001 Uniform L. R. 207-08 (2001).

92. The court cites many Italian cases, as well as more than 40 foreign decisions and expressly states that the international character of the Convention should be taken into consideration. The decision rendered by the District Court of Forli (Tribunale di Forlì) was published on December 11, 2008 and is available at <http://cisgw3.law.pace.edu/cases/081211i3.html> (last visited December 27, 2008).

93. The integral version of the UNIDROIT Principles is available from the official website of the Institute at <http://www.unidroit.org/english/principles/co> The integral version of the UNIDROIT Principles is available from the official website of the Institute at <http://www.unidroit.org/english/principles/contracts/main.htm> (last visited December 19, 2008).

94. See, in this regard, the opinion of Michael Joachim Bonell, The CISG, European Contract Law and the Development of a World Contract Law, 56 Am. J. Comp. L. 137 (2008), which is sometimes contested.

95. Peter Schlechtriem, Basic Structures and General Concepts of the CISG as Models for a Harmonisation of the Law of Obligations, 10 Juridica Int'l 28 (2005).

96. Iacyr de Aguilar Vieira, Mileny A. Lacerda da Silva & Alexandre Pereira Leão, Direito uniforme sobre a Compra e Venda Internacional de Mercadorias: convergências e divergências em sua aplicação, 10 Revista de Direito Bancário e do Mercado de Capitais 148 (2007).

97. The conclusion is drawn by Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. 471 (2005-06).

98. See Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. 472 (2005-06).

99. See Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. 473 (2005-06).

100. Ruy Rosado de Aguiar Júnior, A Convenção de Viena e a Resolução do Contrato por Incumprimento, 31 Revista de Informação Legislativa 216-17 (1994).

101. Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. 474 (2005-06).

102. Eduardo Eduardo Grebler, The Convention on International Sale of Goods and Brazilian Law: Are Differences Irreconcilable?, 25 J. L. & Com. 475 (2005-06).

103. It is interesting to note the remark of the Brazilian representative (Franchini Netto) during the 5th session of the diplomatic conference contrary to including a reference to the good faith principle in the Article 7, as he considered it one of the underlying legal principles implicitly present in every commercial transaction. See details in UN-UNCITRAL, United Nations Conference on Contracts for The International Sale of Goods - Official Records - Vienna, 10 March-11 April 1980 258-59 (1991), Doc. A/CONF.97/C.1/SR.5.

104. Ruy Rosado de Aguiar Júnior, A Convenção de Viena e a Resolução do Contrato por Incumprimento, 31 Revista de Informação Legislativa 223-24 (1994).

105. René David & Camille Jauffret-Spinosi, Les grands systèmes de droit contemporains 8 (11th ed. 2002).

106. Luke R. Nottage, Who's Afraid of the Vienna Sales Convention (CISG)? A New Zealander's View from Australia and Japan, 34 V. U. Wellington L. R. 839 (2005).

107. See Sieg Eiselen, Adoption of the Vienna Convention for the International Sale of Goods (the CISG) in South Africa, 116 SA Law Journal 338-39 (1996).

108. See, in general, Patrícia Galindo da Fonseca, O Brasil perante Uma Nova Perspectiva de Direito Mercantil Internacional, 341 Revista Forense passim (1998).

109. Iacyr de Aguilar Vieira, Mileny A. Lacerda da Silva & Alexandre Pereira Leão, Direito uniforme sobre a Compra e Venda Internacional de Mercadorias: convergências e divergências em sua aplicação, 10 Revista de Direito Bancário e do Mercado de Capitais 142-43 (2007).

110. Rolf Knieper, Celebrating Success by Accession to CISG, 25 J. L. & Com. 477-78 (2005-06).

111. Sieg Eiselen, Adopting the Vienna Sales Convention: Reflections Eight Years down the Line, 19 SA Merc. LJ 17 (2007).

112. The act of accession was deposited on June 7, 2002 and the Convention entered into force in Brazil on September 5, 2002. Brazil has made a reservation as to only apply the provisions of the Convention in relation to recognizing and enforcing foreign arbitral awards that have been rendered in another Contracting State. See the current status of the Convention available at <http://www.uncitral.org/uncitral/en/uncitral_texts/arbitration/NYConvention_status.html>, with specific remarks to each Contracting State (last visited December 19, 2008).

113. Arnoldo Wald, A Convenção de Nova York e a Revolução da Arbitragem no Mundo, Valor Econômico, June 10, 2008, E2.

114. Check the current status of the Convention available at <http://www.uncitral.org/uncitral/en/uncitral_texts/arbitration/NYConvention_status.html> (last visited December 19, 2008).

115. See note no. 76, supra.

116. This fact is no longer true of Brazil. Nevertheless, countries progressively adhere to the Vienna Convention every year. See more arguments in Sally Moss, Why the United Kingdom has not Ratified the CISG, 25 J. L. & Com. passim (2005-06). See also the last biannual revision on the development of adhesions to the Vienna Convention published by Burghard Piltz, Neue Entwicklungen im UN-Kaufrecht (2007), 2007 Neue Juristische Wochenschrift 2159-2162 (2007).

117. Judith Hofmeister Martins Costa, Os princípios informadores do contrato de compra e venda internacional na Convenção de Viena de 1980, 126 Revista de Informação Legislativa 128 (1995).

118. Argentina, Uruguay and Paraguay have already adhered to the Convention. Venezuela, the new Member State of Mercosur, signed the Convention on September 28, 1981, but never ratified it. See the status of the Convention available at <http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html> (last visited December 19, 2008).

119. Requisition no. 508 of May 11, 2005 (Requerimento n.º 17, de 2005-CRE).

120. Follow-up available at <http://www.senado.gov.br/sf/atividade/materia/detalhes.asp?p_cod_mate=73641> (last visited December 19, 2008).

121. See, for example, the following websites: <http://www.cisg.law.pace.edu>, <http://www.unilex.info>, <http://www.globalsaleslaw.org/index.cfm?pageID=28> and the official CLOUT repository system of UNCITRAL for national case law available at <http://www.uncitral.org/clout> (last visited December 19, 2008).

122. The website of Pace University on the Vienna Convention also presents an up-to-date compilation of works available in Portuguese at <http://cisgw3.law.pace.edu/cisg/biblio/biblio-por.html> (last visited December 19, 2008); see also the inventory of articles published in Brazil - and also cited here -, as well as the growing interest in Brazil for the Vienna Convention in Michael R. Will, Preenchimento de lacunas na Convenção de Viena sobre compra e venda internacional de mercadorias, 22 Revista da Faculdade de Direito da Universidade Federal do Rio Grande do Sul 527 et seq. (2002).

123. Bernardo Prado da Camara, O contrato de compra e venda internacional de bens, 27 Revista de Direito Privado 30 (2006).

124. It is important to note that, based on a North-American empirical study, the same is true of the United States, in spite of the Convention having entered into force in relation to the country on December 11, 1986, more than 20 years ago. See statistical data in Peter L. Fitzgerald, An Empirical Study of the Value and Utility of the United Nation's Convention on the International Sale of Goods (CISG) and the UNIDROIT Principles of International Commercial Contracts to Practitioners, Jurists, and Legal Academics in the United States, 27 J. L. & Com. passim (2008) (forthcoming), available at <http://ssrn.com/abstract=1127382> (last visited December 19, 2008).

125. See the official website of the Willem C. Vis International Commercial Arbitration Moot at <http://www.cisg.law.pace.edu/vis.html>, (last visited December 19, 2008).

126. List of participants of the 16th Willem C. Vis International Commercial Arbitration Moot available at <http://www.cisg.law.pace.edu/cisg/moot/participants16.html> (last visited February 4, 2009).

127. Canada, which had initially also made the same reservation, withdrew it on July 31, 1992, according to the status of the Convention available at <http://www.uncitral.org/uncitral/en/uncitral_texts/sale_goods/1980CISG_status.html>, (last visited December 19, 2008).

128. See Gary F. Bell, Why Singapore Should Withdraw Its [Article 95] Reservation to the United Nations Convention on Contracts for the International Sale of Goods (CISG), 9 Singapore Year Book of Int'l L. 55 et seq. (2005).

129. Michael Bridge, James J. Fawcett & Jonathan M. Harris, International Sale of Goods in the Conflict of Laws 976-80 (2005).

130. Gary F. Bell, Why Singapore Should Withdraw Its [Article 95] Reservation to the United Nations Convention on Contracts for the International Sale of Goods (CISG), 9 Singapore Year Book of Int'l L. 72 (2005).

131. Immanuel Kant, Zum ewigen Frieden (1795), reprinted in Kant's gesammelte Schriften. Königlich-Preussische Akademie der Wissenschaften 341-386, 346-75, 385-86, passim (1923).

132. Charles-Louis de Secondat, Baron of la Brède and Montesquieu, De l'Esprit des Lois. In Œuvres de M. de Montesquieu 446 (1767): "L'effet naturel du commerce est de porter à la paix".


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