Reproduced with permission of the author
Since the rise of globalization, attorneys in North Carolina are increasingly faced with international law issues in their practices. The most common approach is to ignore the international nature of the dispute and to fight to apply domestic law. There are, however, advantages to being familiar with the application of international conventions, and also disadvantages to being unprepared to manage a case subject to international laws.
A typical NC attorney, for example, might hypothetically find him- or herself representing an American seller of goods in dispute with a foreign buyer either located overseas or with one of its places of business overseas. Suppose that the parties orally agreed to the foreign buyer's terms. However, the American seller's standard form contract contained several inconsistent terms from the parties' prior oral agreement. Suppose the foreign buyer then signed the standard form contract and the American seller performed on the contract. When the performance does not meet the terms of the prior oral agreement, the foreign buyer might decide to sue the American seller for breach of contract.
The NC attorney might be tempted to apply the Uniform Commercial Code ("UCC"), perhaps remembering from law school that the "Parol Evidence Rule" would generally bar evidence of the parties' prior oral statements. In this hypothetical, however, it is possible that the United Nations Convention on Contracts for the International Sale of Goods ("CISG") will govern. Significantly, the CISG has no Parol Evidence Rule.
The US adopted the CISG by treaty thereby making it the "supreme law of the land." Ten years later, the 11th Circuit addressed the implications of the CISG on the UCC's Parol Evidence Rule in MCC-Marble Ceramic Center, Inc. v. Ceramica Nuova D'Agostino, S.p.A. ("MCC-Marble"). The court was confronted with two issues: whether the CISG applied to the parties' contract and if so whether the Parol Evidence Rule was applicable to bar extrinsic evidence of the parties' intent. The court concluded that the CISG and the UCC are distinct in their treatment of parol evidence in determining the intent of contracting parties. The court specifically held that, "contrary to the result of the objective approach which is familiar practice in United States courts, the CISG appears to permit substantial inquiry into the parties' subjective intent, even if the parties did not engage in any objectively ascertainable means of registering this intent." In other words, the CISG "trumps" the Parol Evidence Rule is so heavily adhered to by the UCC.
The NC attorney would be remise to apply the UCC's Parol Evidence Rule in the above hypothetical and argue in court that the parties' prior oral statements were inadmissible, when the CISG "trumps" the application of such domestic laws. The following discussion of the distinction between the UCC approach and the CISG approach to parol evidence is meant to serve as a practical guide to the NC attorney who is not regularly engaged in international law and might be unaware of the application of the CISG. This discussion is intended to assist the NC attorney in: First, determining whether the CISG applies to a particular dispute; second, in better understanding the CISG's distinct approach from the UCC's approach to parol evidence; and third, in making oneself aware of possible preventative measures to assist in avoiding the Perils of Parol Evidence.
2. APPLICABILITY OF THE CISG
The US adopted the CISG by treaty to govern international commercial transactions. The CISG is, thus, the "supreme law of the land." Generally, the CISG governs where the contract for the sale of goods is "concluded" between parties whose respective places of business are located in different States. To determine whether the CISG governs a particular dispute, the NC attorney should determine whether the goods being bought or sold are governed by the CISG and then whether the parties are signatories to the CISG.
The NC attorney must first determine whether the CISG applies to the subject matter of the parties' contract. The CISG applies to contracts for the sale of goods, and not contracts for services alone. Additionally, the CISG does not apply to the sale of ships, vessels, or aircraft, to contracts covering the sale of electricity, or to the sale of goods bought or sold for personal, family or household use. For example, the CISG would not ordinarily apply to the sale of a camera or clothing to a foreign tourist. However, the CISG would ordinarily apply to the sale of fuse boards from a manufacturing company to a company intending to install them in its office building. The parties can nevertheless contract to exclude the application of the CISG. Absent such language in the contract, the CISG will generally govern contracts for the sale of goods between sellers and buyers with their respective places of business in different States.
If the goods being bought or sold are governed by the CISG, then the NC attorney must then determine whether the parties are signatories to the CISG. The US adopted the CISG with one reservation, that "Pursuant to Article 95, the United States will not be bound by subparagraph 1(b) of article 1." This reservation restricts the application of the CISG to disputes where both parties have their relevant places of business in States that are signatories to the CISG. Therefore, to determine whether the CISG governs a particular dispute, the NC attorney representing an American client in dispute with a foreign company, incorporated overseas for example, must determine whether the foreign State is also a signatory to the CISG. As of December 2, 2006, the United Nations reported that 70 States have adopted the CISG.
The CISG can also apply to contracts between domestic corporations, if their relevant places of business are in different signatory States, or "Contracting States." In Asante Technologies, Inc. v. PMC-Sierra, Inc., the court held that the CISG governed the dispute where the contract was between two Delaware corporations because their relative "places of business" were in Contracting States. The plaintiff was a Delaware corporation with its primary place of business in Santa Clara County, CA and the defendant was also a Delaware corporation with its corporate headquarters located in Burnaby, British Columbia, Canada. Where the companies have their relative places of business in different States that are signatories to the CISG, the CISG will govern the dispute. The NC attorney should, therefore, not only look to the place of incorporation but also to the places of business to determine whether the CISG applies by virtue of the parties being Contracting States.
Contracting States have the option of adopting the CISG subject to certain other reservations as well. For example, Contracting States may opt out of the oral agreement and evidence provisions. The CISG generally does not require a contract to be in writing. Comparatively, the UCC requires that any contract for the sale of goods for $500.00 or more must be evidenced in writing signed by the party against whom it will be enforced. Furthermore, between merchants, a written confirmation of a contract is binding on the sender if the recipient does not object in writing within 10 days. The CISG, however, allows for oral agreements and oral evidence to be introduced. China, the Russian Federation, and Argentina have all opted out of the oral agreement and evidence provisions. Interestingly, the US did not choose to opt out of those provisions. Consequently, US parties to a contract governed by the CISG cannot defend by asserting that the contract was not in writing. Another significant distinction between the CISG and the UCC is the treatment of parol evidence.
3. THE CISG'S DISTINCT APPROACH TO PAROL EVIDENCE AS COMPARED TO THE UCC
To understand how the CISG differs from the UCC with respect to the Parol Evidence Rule, it is first necessary to have an understanding of the UCC's approach. The UCC codified the common law tradition and now provides that when contracting parties agree that their contract is the "final expression of their agreement," they may not subsequently provide evidence from a prior agreement or from a statement made contemporaneously with the formation of the contract to contradict the terms of the contract.
There are two elements to the Parol Evidence Rule under the UCC. The first is that the contract must be the "final expression" of the parties' agreement, also referred to as an "integrated" contract. The second is that the parol evidence sought to be offered must "contract the terms of the contract" in order to be excluded by the rule. The UCC presupposes that the written contract is the culmination of the parties' agreement and it restricts the evidence to the terms of the written contract to promote the underlying goal of providing consistency.
There are two major interpretations of the UCC's Parol Evidence Rule, namely the Williston approach and the Corbin approach. The Williston approach is the more restrictive view. Professor Williston asserted that if a written contract appears on its face to be a complete expression of the agreement, the court will consider the writing to be completely integrated and will not permit parol evidence of additional or contradictory terms. The only evidence considered in the determination of whether the contract is integrated is that which appears within the "four corners" of the contract itself. Professor Williston contended that extrinsic evidence could only be used for interpretation upon a finding that language in the contract was unclear, ambiguous, or vague. All other attempts to introduce parol evidence are forbidden.
By contrast, the Corbin approach is broader, asserting that no determination of ambiguity is required to apply the Parol Evidence Rule. Professor Corbin contended that when two parties have made a contract and "have expressed it in a writing to which they have both assented as the complete and accurate integration of that contract, evidence, whether parol or otherwise, of antecedent understandings and negotiations will not be admitted for the purpose of varying or contradicting the writing." Interestingly, Professor Corbin's approach allows the admission of parol evidence to first determine whether the contract was fully integrated. If the court finds, after the consideration of all relevant extrinsic evidence, that the contract was integrated, then the very same evidence will be excluded to the extent it is contradictory to the integrated contract.
The NC attorney may be familiar with the Williston approach because as recently as July 2007, the NC Court of Appeals has held that the Parol Evidence Rule prohibits the admission of extrinsic evidence "to vary, add to, or contradict the terms of an integrated written agreement, although an ambiguous term may be explained or construed with the aid of parol evidence." The NC court, following the Williston approach, first examines whether the terms of the contract are ambiguous. Where the contract terms are clear on the face of the contract, parol evidence is then inadmissible.
Applying this approach to the earlier hypothetical situation, the NC attorney would be tempted to follow Williston's approach and examine the parties' contract terms for ambiguities. The NC attorney might then argue that the American seller's terms were clear on the face of the contract, that the contract was fully integrated, and that the court should therefore exclude evidence of the parties' prior oral agreement pursuant to the Parol Evidence Rule. Under NC contract law, this would be the correct approach and the American seller would likely prevail. However, because the CISG is likely to apply, it behooves the NC attorney to understand the CISG's approach to parol evidence.
The Parol Evidence Rule strongly conflicts with the text, purposes, and principles of the CISG. The CISG expressly takes into account the "different social, economic and legal systems" of the signatories to the CISG in order to promote the development of international trade. Accordingly, the CISG attempts to harmonize the different theories of contract interpretation among the common law countries and the civil law countries. The drafters of the CISG, for example, recognized that a written contract is not always considered the finalized version of the parties' agreement, but rather in some States a written contract is merely a conduit of expressing ever-changing terms. Some States view a written contract as "an evolving instrument of bargain and exchange," while other States, such as the US and Great Britain, presume the written contract is the final expression of the parties' agreement. The CISG attempts to unify the different contract law theories by requiring inquiry into the "true intent of the parties," especially when the subjective intent of the parties conflict with one another.
The NC attorney will find it difficult to determine how to ascertain the true intent of the parties under the CISG, because there is virtually no case law in NC addressing the issue. However, because it is likely that such cases will be brought in federal court, federal court decisions from other jurisdictions may assist in the understanding of the application of the CISG.
When addressing issues of intent, other federal courts have applied CISG Art. 8 to interpret "both statements and other conduct concerning the process of formation of the contract." The issue was first raised in dicta in Filanto, S.p.A. v. Chilewich Int'l Corp., in which the court held that CISG Art. 8(3) essentially rejects both the Statute of Frauds and the Parol Evidence Rule. The court's opinion in Chilewich provided little guidance, however, because it made no analytical attempt to reconcile CISG Art. 8 with the Parol Evidence Rule and offered no further explanation for its holding. The issue was again inadequately examined in Beijing Metals & Minerals Import/Export Corp. v. American Business Center, where the court stated that the Parol Evidence Rule would have applied regardless of whether Texas law or the CISG governed.
In addition to federal case law, the NC attorney can also look to the language of the CISG and to general principles of international law to assess the admissibility of parol evidence under the CISG. The CISG Advisory Council, in addition to numerous commentators to the CISG, affirmed that the CISG prohibits the application of the Parol Evidence Rule altogether. The CISG rejects the Parol Evidence Rule through both the language of its text and the application of general principles of international law.
A. Rejection of the Parol Evidence Rule through the text of the CISG.
The language of CISG Art. 8 and Art. 11 both imply a rejection of the Parol Evidence Rule, although the CISG does not specifically address the issue. CISG Art. 8 addresses the parties intent with respect to contract interpretation. The CISG Art. 8(1) first requires the court to consider evidence of a party's subjective intent to contract when the other party was aware of that intent, or could not have been unaware of the intent.
If CISG Art. 8(1) is inapplicable, then CISG Art. 8(2) requires that statements made by, and other conduct of, a party are to be interpreted according to the understanding that a reasonable person of the same kind would have had under the same circumstances. In determining the intent of a party and the understanding a reasonable person would have had, CISG Art. 8(3) requires that due consideration be given to "all relevant circumstances of the case." This language appears to override any domestic rule that would otherwise bar the introduction of such evidence.
In MCC-Marble, the Court of Appeals ruled that the domestic Parol Evidence Rule was inconsistent with CISG Art. 8 and that in determining the intent or understanding of the parties, due consideration must be given to all relevant circumstances, including negotiations. The parties in MCC-Marble agreed to the buyer's terms and then the buyer signed the sellers' standard order form which contradicted their prior oral agreement. One of the issues for review by the Court of Appeals was whether the lower court erred in entering summary judgment for the seller without considering the buyer's claim that the standard terms were inconsistent with the provisions to which the parties had orally agreed before signing the standard forms. The seller invoked the Parol Evidence Rule. The court, however, rejected the Parol Evidence Rule and found in favor of the buyer after consideration of their prior oral agreement.
Barring evidence of prior oral agreements is also contrary to CISG Art. 11 which states that the parties' agreement need not be concluded in writing. The CISG does not have a preference for written contracts. Under the CISG, a contract need not be evidenced in writing and a contract can be proven by any means. The CISG in rejecting the Parol Evidence Rule reflects the civil law tradition that does not require a writing to enforce a contract. Evidence of pre-contract letters, proposals, or letters of intent are, therefore, included as "relevant evidence" under the CISG.
Parties can, however, include in their contract language, their intent that the written contract be the final expression of their agreement. Although the CISG does not specifically address merger clauses, the merger clause may prohibit extrinsic evidence "if specific wording, together with all other relevant factors, make clear the parties' intent to derogate [from CISG Art. 8] for purposes of contract interpretation." American commentators to the CISG have recognized the issue and have recommended the inclusion of a merger clause in order to compensate for the lack of the Parol Evidence Rule in the CISG.
The reasoning of the court in MCC-Marble suggests that to comply with the CISG, a merger or integration clause should look similar to the following:
"The parties agree and declare that it is their intention that this document contains their entire agreement, that there are no agreements, understandings or arrangements which are not set out in it, that there is nothing contained in it that has not been agreed and that evidence contradicting what is said in this clause is inadmissible."
The CISG will not generally interfere with the authority of judges and juries. Thus, if the court were to find after considering "all relevant evidence" including the merger clause that the writing was intended to be a complete and exclusive statement of the terms of the agreement, then the court could exclude contrary extrinsic evidence.
Other countries have dealt similarly with the CISG's textual rejection of the Parol Evidence Rule. German courts, for example, presume that a written contract is accurate and complete. Yet, the German courts allow parol evidence to rebut the presumption of accuracy and completeness. The fact that the presumption is rebuttable demonstrates compatibility with the CISG because it does not ignore additional circumstances.
B. Rejection of the Parol Evidence Rule through the application of general principles of international law.
The CISG provides that "questions concerning matters governed by [the CISG] which are not expressly settled in it are to be settled in conformity with the general principles on which it is based..." which include its "international character and the need to promote uniformity in its application" General principles of international law are often used to interpret the CISG in accordance with its international character. The rejection of the Parol Evidence Rule is consistent with the CISG's application of general principles of international law.
UNIDROIT, the International Institute for the Unification of Private Law, endeavors to restate and clarify the general principles of international law with the caveat that the principles do not reflect the common core of the various national systems, rather they aim to provide solutions which seem best adapted to the special requirements of international trade. After an examination of the UNIDROIT principles, it becomes clear that the Parol Evidence Rule is contrary or irrelevant to the general principles of international law such as: the freedom of contract and party autonomy, favor contractus, observation of good faith and fair dealing, and the duty to police against unfairness.
The notions of freedom of contract and party autonomy embody the belief that the parties should be free to enter into a contract and to determine its content. The parties enjoy the widest possible autonomy in the sense that they may modify their content so as to adapt them to the specific needs of the transaction. Accordingly, parties are allowed the freedom to derogate from the provisions of the CISG. For example, parties wishing to exclude certain evidence are free to do so by agreement in the contract to a merger clause. This would be a derogation from CISG Art. 8(3), but it is allowed on the basis of party autonomy.
The Parol Evidence Rule, by contrast, requires the exclusion of relevant evidence of the parties' prior intent as to the meaning of the contractual terms. This exclusion of evidence is contrary to the belief that there should be no interference with the parties' autonomy and freedom to contract. The Parol Evidence Rule is, thus, in conflict with the general principle of international law of freedom of contract and party autonomy.
Additionally, the international principle of favor contractus aims at preserving the contract whenever possible, thus limiting the number of cases in which the contract's existence or validity may be questioned or in which it may be terminated before time. Where the parties clearly agreed on some of the contract terms, the belief is that the parties' contractual relationship should be facilitated rather than destroyed. It is normally in the best interest of both parties to do all that is possible to keep their original bargain alive, rather than to renounce it and to look for alternative goods elsewhere. The Parol Evidence Rule has been viewed as a destructive rule of law rather than a tool to facilitate the parties' continued contractual relationship.
For example, it is often the case in international transactions that contracts are concluded after prolonged negotiations without an identifiable offer and acceptance. In fact, some contracts are intentionally left open until the parties agree to specific terms. Where it is difficult to determine if and when a binding agreement has been reached, it is important "to admit that a contract may be considered to be concluded even though the moment of its formation cannot be determined" (so long as the parties have expressed some agreement). The Parol Evidence Rule is inconsistent with the international principle of favor contractus, because it fails to take into consideration that a contract may have been formed by the prior negotiations. The Parol Evidence Rule instead assumes that the written contract is the final expression of the parties' agreement.
The Parol Evidence Rule has also been seen as irrelevant in international trade in light of the general principle of good faith and fair dealing. UNIDROIT expresses the belief that to the greatest possible extent, fair and equitable conditions in cross-border transactions should be enforced. Thus, during the negotiation phase and onward, the parties are under a duty to conform their behavior to good faith and fair dealing. This principle assists in policing the unreliability issue of the introduction of evidence that was not written into the contract. It requires that the parties act honestly and in a way that other reasonable persons under the same circumstances would act. Accordingly, there is no need to exclude evidence under the Parol Evidence Rule when the evidence would otherwise shed light on the true intent of the parties.
UNIDROIT also indicates that the principals of international law are there to assist in policing against unfairness. The realistic approach to international business is that merchants may have differing levels of education and technical skills, and that they are susceptible to exploiting the weaknesses of others even when acting in good faith. The general principles of international law allow avoidance of the contract where there is a gross disparity between the obligations of the parties, which gives one party "an excessive and unjustifiable advantage." The application of the Parol Evidence Rule has been viewed as an inequitable rule that "allows one party to take advantage of another by refusing to admit that the parties may not have agreed to the final terms of the written contract."
Through the examination of several of the international principles outlined by UNIDROIT, it becomes clear that the Parol Evidence Rule is often contrary and irrelevant to the international sale of goods. Consequently, the CISG's textual rejection of the Parol Evidence Rule is consistent with the application of general principles of international law.
4. PRACTICAL CONSIDERATIONS AND PREVENTATIVE MEASURES
Once the NC attorney determines that the CISG governs a particular dispute, and that the Parol Evidence Rule will be inapplicable to exclude evidence of prior negotiations, the NC attorney should then determine whether there was a merger clause in the written contract. In the earlier hypothetical, it is still possible that after consideration of all relevant evidence the court could find that the parties agreed to limit themselves to the terms in the written contract.
Had the American seller come to the attorney prior to its contractual relationship with the foreign buyer, the NC attorney would have been able to apply preventative measures to avoid issues of parol evidence. First, the NC attorney could have encouraged the client to document all prior negotiations in writing. Although the CISG does not require communications to be in writing, it would assist in providing strong evidence in court as to the parties' true intent, admissible under CISG Art. 8(3). It would further allow the parties to compare the language of their prior agreements with the standard form contract at the time the parties sign the contract and to discover any inconsistencies before a dispute arises. The parties may be able to modify their written contract, at that time, to reflect their true agreement and to avoid future claims that the final written contract was incomplete.
Secondly, the NC attorney would be wise to draft a merger clause in the contract that unambiguously states that the parties agree for the written contract to be the final expression of their intent, and that all other extrinsic evidence should be regarded as inadmissible. While the CISG does not require merger clauses, the court will likely respect the parties' autonomy and freedom to restrict themselves to the terms of the written contract. The NC attorney should also be prepared to explain to foreign counsel the reasons for including a merger clause. It would behoove the NC attorney to focus on the application of CISG Art. 8(3), rather than the UCC's Parol Evidence Rule, when discussing with foreign counsel the preference for a merger clause.
While the average NC attorney might not regularly engage in international law, it is advantageous to know when the CISG might govern a dispute and if so what approach should be taken in light of the distinctions between the CISG and the UCC. Where the CISG governs, the NC attorney should refrain from attempting to apply the Parol Evidence Rule because the CISG has rejected its application. A NC attorney should also assist his or her clients prior to the dispute and implement preventative measures in contract formation to avoid the Perils of Parol Evidence.
1. Matt Jamison, Comment, The On-Sale Bar and the New UCC Article 2, 5 N.C. J. L. & Tech. 351, 368 (Spring 2004).
2. MCC-Marble Center, Inc. v. Ceramica Nuova D'Agostino, S.p.A., 144 F.3d 1384 (11th Cir. 1998).
3. Id. at 1387
6. The CISG refers to a contract being "concluded" which indicates the formation of a contract.
7. Jamison, supra at 361.
8. CISG Art. 2
9. Pace Law School Institute of International Commercial Law. <http://www.cisg.law.pace.edu/cisg/guides.html#ib>. (Last updated November 16, 2006) [hereinafter Pace Law School].
10. CISG Art. 1
11. US Adoption of the CISG. <http://www.cisg.law.pace.edu/cisg/countries/cntries-United.html> (Last updated January 22, 1998).
12. Table of Contracting States to the CISG. <http://www.cisg.law.pace.edu/cisg/countries/cntries.html>. (Last updated December 4, 2007).
13. Pace Law School, supra.
14. Asante Technologies, Inc. v. PMC-Sierra, Inc. 164 F.Supp.2d 1142 (N.D.C.A. 2001).
15. Id. at 1145.
16. Id. at 1142.
17. CISG Art. 11
18. UCC Art. 2-201(2)
20. Jerold A. Friedland, Understanding International Business and Financial Transactions 184 (LexisNexis Group 2nd ed.2005).
21. UCC 2-205
22. Samuel Williston, Williston on Contracts 631 (3d ed. 1961); CISG-AC Opinion No. 3 § 1.2.6.
23. John D. Calimari & Joseph M. Perillo, The Law of Contracts, §3.10 151-152 (5th ed. 2003).
24. A.L. Corbin, Corbin on Contracts 573 (1960).
25. Calamari & Perillo, supra at §3.4(d).
26. Ingersoll v. Smith, 647 S.E.2d 141 (N.C. Ct. App. 2007) See also Mayo v. N.C. State Univ., 608 S.E.2d 116 (N.C. Ct. App. 2005), Crider v. Jones Island Club, Inc., 554 S.E.2d 863 (N.C. Ct. App. 2001), Vestal v. Vestal, 271 S.E.2d 306 (N.C. Ct. App. 1980).
27. Michael Kolosky, Note, Beyond Partisan Policy: The Eleventh Circuit Lays Aside the Parol Evidence Rule in Pursuit of International Uniformity in Commercial Arbitration, J. 24 N.C. J. Int'l L. & Com. Reg. 199, 208 (Fall 1998).
28. Bruno Zeller. 36 Comparative Law Journal of South Africa (2003); <http://www.cisg.law.pace.edu/cisg/biblio/zeller6.html> (Last updated February 19, 2004).
30. As of November 3, 2007 there is only one case in the 4th Circuit Court of Appeals, to which NC belongs, that addresses the CISG: Schmitz-Werke Gmbh. v. Rockland Industries, Inc.,37 F. App'x. 687 (4th Cir. 2002) and there are no cases from the NC courts related to the CISG.
31. UNCITRAL Digest. <http://www.cisg.law.pace.edu/cisg/text/digest-art-08.html#inter> (Last updated July 21, 2005).
32. Filanto, S.p.A. v. Chilewich Int'l Corp., 789 F. Supp. 1229, 1238 n. 7 (S.D.N.Y. 1992) (emphasis added).
33. Kolosky, supra at 212.
34. Beijing Metals & Minerals Import/Export Corp. v American Business Center, 993 F.2d 1178, 1182 n.9 (5th Cir. 1993).
35. CISG-AC Opinion No. 3, Parol Evidence Rule, Plain Meaning Rule, Contractual Merger Clause and the CISG, 23 October 2004: <http://cisgw3.law.pace.edu/cisg/CISG-AC-op3.html> (Last updated June 6, 2006) [hereinafter CISG-AC Opinion No. 3]; Joseph Lookofsky. Understanding the CISG in the USA: A Compact Guide to the 1980 United Nations Convention on Contracts for the International Sale of Goods 41 (Kluwer Law International 2nd ed. 2004).
36. CISG-AC Opinion No. 3 § 2.1.
37. CISG Art. 8(3) (emphasis added).
38. John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention 121 (Kluwer Law International 3rd ed. 1999).
39. Id. at 123.
40. MCC-Marble, 144 F.3d at 1384.
42. Commentary on the UN Convention on the International Sale of Goods (CISG) 125 (Peter Schlechtriem & Ingeborg Schwenzer eds., 2nd ed. Oxford University Press 2005) (citing Claudia v. Olivieri Footwear Ltd. 1998 WL 164824 (S.D.N.Y. 1998)) [hereinafter Commentary on the CISG].
43. Friedland, supra, 184.
46. CISG-AC Opinion No. 3 § 4.6.
47. Commentary on the CISG, supra at 126.
48. Pace Law School, supra.
49. Honnold, supra at 121.
50. Commentary on the CISG, supra at 126; BGH 18 July 2002, NJW 2002, 3254 (not a CISG case, but illustrates the presumption of accuracy and completeness)
52. CISG Art. 7
53. Michael Joachim Bonnell, An International Restatement of Contract Law: The UNIDROIT Principles of International Commercial Contracts 31 (Transnational Publishers, Inc. 2nd ed. 1997).
54. Id.. at 106.
55. Id. at 108.
56. CISG Art. 6
57. Maja Stanivukovic. <http://www.cisg.law.pace.edu/cisg/text/peclcomp8.html#er> (Last updated January 5, 2007).
59. Bonnell, supra at 171.
60. Id. at 118.
61. Lookofsky, supra at 47.
62. Bonnell, supra at 118-119.
64. Id. at 137.
66. Id. at 138.
67. Id. at 150-151.