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Published in J. Herbots editor / R. Blanpain general editor, International Encyclopaedia of Laws - Contracts, Suppl. 29 (December 2000) 1-192. Reproduced with permission of the publisher Kluwer Law International, The Hague.

[For more current case annotated texts by this author, see Bernstein & Lookofsky, Understanding the CISG in Europe, 2d ed. (2003) and Lookofsky, Understanding the CISG in the USA, 2d ed. (2004).]

excerpt from

The 1980 United Nations Convention on Contracts
for the International Sale of Goods

Joseph Lookofsky

Article 51

K. Partial Non-Conformity and Remedies for Breach

232. Articles 46-50, discussed above, regulate the buyer's remedies for seller's breach, inter alia, the important rights to demand performance or to avoid the contract. Article 51 concerns the applicability of these provisions to certain situations where the seller performs, but only in part. According to paragraph (1) of Article 51:

'If the seller delivers only a part of the goods or if only a part of the goods delivered is in conformity with the contract, articles 46 to 50 apply in respect of the part which is missing or which does not conform.'

In some respects, Article 51(1) sets forth a rule which would seem hardly necessary to (re)state. If, for example, a seller delivers two-thirds of the quantity agreed but fails to deliver one-third, the buyer's right to require performance under Article 46 would obviously apply only to the third not delivered; similar considerations would apply in the case of re-delivery or repair.[1]

1. See supra No. 213 et seq.

L. Avoidance: in Part or in Full

233. As regards avoidance, paragraph (1) of Article 51, represents an amplification of Article 49(1): the general rule for part-performance is avoidance in part. Against this background, paragraph (2) of Article 51 re-states the obvious:

'The buyer may declare the contract avoided in its entirety only if the failure to make delivery completely or in conformity with the contract amounts to a fundamental breach of the [entire] contract.' [page 127]

Pace Law School Institute of International Commercial Law - Last updated April 5, 2005
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