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Reproduced with permission of 18 Journal of Law & Commerce (1999) 191-258

excerpt from

Transcript of a Workshop on the Sales Convention:
Leading CISG scholars discuss Contract Formation,
Validity, Excuse for Hardship, Avoidance, Nachfrist,
Contract Interpretation, Parol Evidence, Analogical
Application, and much more

Transcribed and edited by Harry M. Flechtner [*]


On November 13, 1998, the Center for International Legal Education of the University of Pittsburgh School of Law and the Law Faculty of Meiji Gakuin University (Japan) sponsored a workshop and roundtable discussion on the United Nations Convention on Contracts for the International Sale of Goods ("CISG").[1] The workshop was held in the Rare Books Room of the Library of the University of Pennsylvania Law School, which provided generous support for the program. The purpose of the workshop was to bring together two groups of academics interested in the CISG scholars of substantive international sales law, and researchers in the field of computer artificial intelligence whose work focused on the CISG. Participants included leading CISG scholars from the United States, Japan and Europe, several of whom had been instrumental in the drafting and promulgation of the CISG, and pre-eminent scholars [page 191] of artificial intelligence and the law from Japan and the U.S.[2] Professor Hajime Yoshino of Meiji Gakuin University and Professor Harry Flechtner of the University of Pittsburgh co-moderated the program. The other participants in the workshop were Professor John O. Honnold of the University of Pennsylvania, Professor Kazuaki Sono of Tezukayana University (Japan), Professor Peter Schlechtriem of the University of Freiburg (Germany), Professor Curtis Reitz of the University of Pennsylvania, Professor Joseph Lookofsky of the University of Copenhagen (Denmark), Professor Shigeru Kagayama of Nagoya University (Japan), and Professor Kevin Ashley of the University of Pittsburgh.[page 192]


Discussion of "Case 8F"

FLECHTNER: Professor Yoshino are you now going to present the hypothetical case that you have prepared?

YOSHINO: Yes. Professor Kagayama will first present the problem, and then I will continue the discussion, and then Professor Sono will comment on the hypothetical.

KAGAYAMA: I will now outline our hypothetical case -- "Case 8F" . . . [The hypothetical appears in quotes, followed by Professor Kagayama's analysis at the end of each step.]

"1) On April 1, a New York manufacturer of agricultural machines, A (Anzai), dispatched to the Hamburg branch of a Japanese trading company, B (Bernard), a letter containing the following proposal: A will sell B a set of agricultural machines comprised of a tractor and a rake; the price of the tractor is $50,000; A will deliver the machinery to B by May 10; B must pay A the price of the machinery by May 20; the machinery will be transported by an American freight vessel." This description identifies the parties and the contents of the offer.

" 2) The proposal reached B's letter box on April 8." This represents the arrival of the offer at the offeree's offices.[page 197]

" 3) On April 9, B telephoned A and said, 'I accept your offer. However, I want the machinery transported by Japanese container ship.'" This describes a modified acceptance or counter-offer by the buyer under Article 19 of the CISG.

"4) A delivered the agricultural machinery to a Japanese container ship at the port of New York on May 1." This represents the seller's acceptance of the buyer's counter-offer under Article 18(3) of the CISG.

"5) The machinery was delivered to B's Hamburg branch on May 31." This constitutes the performance of the seller under the contract.

"6) B examined the machinery on June 5." This represents the buyer's examination of the goods pursuant to Article 38 of the CISG.

"7) B paid A $58,000 on May 20. (The market price of the rake was $8,000)." This depicts the performance of the buyer under the contract.

"8) On August 10, the machinery malfunctioned because of defective connecting gear." This describes a lack of conformity in the goods under Articles 35 and 36 of the CISG.

"9) B notified A of the malfunction immediately." This constitutes the buyer's notice of lack of conformity pursuant to Article 39 of the CISG.

"10) On September 1, B demanded that A repair the lack of conformity within one month." This is the buyer's demand for repair of the non-conformity pursuant to Articles 46(3) and 47 of the CISG.

"11) A did not repair the defect by October 1." This constitutes non-performance by the seller.

"12) On October 10, B declared the contract avoided." This constitutes a declaration of avoidance by the buyer under Article 49(1). Whether the declaration of is made pursuant to Article 49(1)(a) or Article 49(1)(b) is the question. Professor Yoshino will address this issue in more detail after my presentation.

"13) On December 10, B made restitution of the machine to A."

"14) On December 20, A made a restitution of the $58,000 price to B, plus interest, and gave compensation for damages B had suffered."[page 198]

[YOSHINO:] To open the discussion I would like to ask Professor Sono for his . . . comments on Case 8F.

[SONO:] When you look at Case 8F there are many further aspects of the facts that we would have to know in order to reach conclusion. Most of you have probably already thought of some examples of such facts. To begin with, may I first just mention just some of them? With respect to step 1), you would want to know the purpose of the parties and the relationship between them. You would also like to know the parties past transactional history. It affects our thinking about the situation. In step 3), we have to find out why the transport ship was changed, because it is rather unusual. It might offer some hint of the purpose for which the machinery was intended. Moreover, we may have to ask whether this was an FOB contract or a CIF contract. Depending upon whether it was a CIF or FOB, the change of the vessel could have different consequences. If it was a CIF contract, then the change in the proposal may be important enough to make the change in the condition material. I'm talking about the counter-offer issue. In step 4), an Article 18(2) or 18(3) issue may come up. In step 5), why did delivery take so long? Shipment occurred [page 200] much earlier. But we may be able to justify this under Article 8 by interpreting the parties' intent. They might have modified their contract by agreeing to a Japanese container ship because it was necessary. That might justify the delay in delivery.

In step 6) the buyer examined the machinery on June 5. What kind of examination was made? For what purpose was the machine purchased? With respect to step 7), we don't know why payment was made before the goods were delivered. And in step 8), we would like to know how the tractor had been used before August 10. Who used it? Was it the trading company itself, or someone who had purchased the tractor from the trading company? If it was used by the trading company itself, although rather unusual, how it was used before August 10 may have important implications for our analysis. And, after all, whether the buyer's inspection of the goods on June 5 was done properly. In step 10), the buyer demanded that the seller repair the lack of conformity. Was it a kind of repair that could have been accomplished by any third party with knowledge of the machinery, or was it a kind of repair that could be done only by the seller? If it was the former, then the question of mitigation of damages may come up, and it would also raise the issue whether avoidance of contract was justified. The question whether the breach was fundamental seems to be rather an important issue here.[page 201]


YOSHINO: I wonder if . . .we could discuss the issue of the buyer's avoidance of the contract in Case 8F?

SCHLECHTRIEM: Professor Yoshino, I know we have different opinions on the possibility of setting an additional period of time for repair in order to come to an avoidance of the contract under Article 49(1)(b). I think it would be interesting to hear from Professor Honnold and our other colleagues who were present at the diplomatic conference in Vienna and were members of the working group that prepared the Convention. I'm still convinced that you cannot reach avoidance of the contract in the case of non-conforming goods where the non-conformity itself does not constitute a fundamental breach, by blowing up minor non-conformities through the process of setting an additional period of time to have them repaired. Because then you could avoid all contracts. This afternoon I will expand a little bit on this question. I think in international dealings avoidance of contract should be quite restricted. It's an entirely different matter in domestic dealings where it's no problem to send the goods back or store them. But in international dealings, avoidance of contract should be the exception and, therefore, it should be interpreted rather restrictively. Thus, my opinion is a little different than yours, but we have to discuss it a bit further.

YOSHINO: Professor Sono, what do you think?

SONO: I agree with Professor Schlechtriem's conclusion. If Article 49(1)(b) is construed liberally, then we will lose the real gain we obtained by defining what a fundamental breach is. Fundamental breach is [page 211] defined in a restrictive way. But if we give a liberal interpretation to Article 49(1)(b) to allow avoidance even for a small repair that the seller does not perform, then we lose our intent. For this reason, I agree with Professor Schlechtriem.

REITZ: I take it that the key question is, what does "non-delivery" mean in Article 49(1)(b)? Is it non-delivery of conforming goods, or non-delivery of anything, or something in between?

HONNOLD: It seems to refer to non-delivery of the whole package, doesn't it?

YOSHINO: Professor Honnold, could you explain your opinion further?

HONNOLD: Well, I'm not quite sure that I've heard everything people said, but I was just commenting that I would think that Article 49(1)(b) would only apply with respect to pure non-delivery. Otherwise, you need a fundamental breach to avoid the contract.

FLECHTNER: So if there was to be an avoidance of contract in Case 8F, you would allow it only if it can be shown there was a fundamental breach, not just a failure to repair within the time period specified, is that correct?

HONNOLD: I should have thought so.

SCHLECHTRIEM: That's convincing, I think, from the point of view of the intention of drafters. But now we should consider whether this might prove to be a shortcoming of the Convention. I'm arguing against myself for two reasons. One reason is that if you cannot set an additional period of time for repair and then avoid if the other party does not repair, then the courts are tempted to treat minor non-conformities as fundamental breaches because they want to help the aggrieved parties.

HONNOLD: Have they been doing that?

SCHLECHTRIEM: Not to my knowledge. But it could happen. And if it happened enough, that would lead to my second point. Not only is the road to avoidance by setting additional period of time barred in cases of non-conformity, if I read it literally, it is also barred in cases of non-performance of other obligations.

HONNOLD: You are speaking about Article 49(1)(b) here, correct.

SCHLECHTRIEM: Yes. Suppose you have a contract under Article 3 which includes very important services besides the delivery of goods, but still the goods constitute the preponderant part of the whole package so that the Convention applies. But now the seller defaults on the service part of the contract. The default on the service part itself is not yet fundamental, or it's unclear whether it's fundamental. Can you use Article [page 212] 49(1)(b) by setting an additional period of time for performance of the service part in order to come to avoidance of the contract? If you read Article 49(1)(b) literally, you must say no. And the effect is that the courts will say, well, then, we will treat this default in the service part as a fundamental breach, in order to allow avoidance.

HONNOLD: That's quite all right isn't it? There is more than one ground for a fundamental breach.

SCHLECHTRIEM: Let me give you another example where I have doubts. These are the French cases, where you didn't have service obligations, but for instance, an obligation not to re-import certain textiles that were sold to a South American country. Under the contract, the buyer was not allowed to re-import them to Europe. He violated this additional obligation, and the French court said that was a fundamental breach in order to permit avoidance of contract. Is that really a fundamental breach? It's an ancillary obligation.

HONNOLD: It seems to me you have two situations. One is non-delivery. Then you have the definition in Article 25: "A breach of contract committed by one of the parties is fundamental if it results in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract. . . ." Now, I sense that you are worried about breaches that are less important.


HONNOLD: Less important than what is defined in Article 25.

SCHLECHTRIEM: Yes. The courts would say, well, we regard that as fundamental. In the case that I used as an example, the seller also had an exclusive dealership agreement with a Spanish distributor, and when his blue jeans were re-imported to Europe by the South American buyer they appeared on the Spanish market. So the seller got in trouble legally. Was that really a fundamental breach? What I wanted to show is that there is a temptation for the courts to expand Article 25 in order to reach avoidance.

HONNOLD: I was shocked by those decisions, I'm afraid, because the language of Article 25 is, "substantially to deprive him of what he is entitled to expect under the contract."

SONO: Is that a jury matter, or a question of law?


HONNOLD: We might have arbitrators.

SONO: Was the breach fundamental?

LOOKOFSKY: In the actual case, yes. [Page 213]

YOSHINO: I would like to call your attention to the fact that, in Case 8F, the breach is not too serious. Only the gear is not in order. The engine is still working. In this case, on August 10 when the defect is discovered the breach of contract is not fundamental. The system is working, and the problem can be repaired. But after the buyer asked the seller to repair the machine, giving an additional period of one month, the seller failed to repair the machine. In this case, on October 1 does the breach of contract become fundamental or not? If the breach is fundamental at the time of discovery, on August 10, fine. But if the breach is not fundamental on August 10, then one opinion is that it cannot become fundamental even if the seller does not fulfil his obligation to repair the machine by October 1.

But this conclusion is not a happy one for the buyer. The buyer has a right to require the seller to repair the machine. If one has a right to require another person to do something and the other party does not fulfil his obligation, what can the person who has the right do? If we say, nothing, then the right has no meaning. If the buyer has a right to require the seller to repair the machine, then the buyer should have some recourse when the seller does not fulfil his obligation to repair the machine.

SONO: Can he ask someone else to repair?

YOSHINO: That is another important point to discuss, but I don't want to pursue that question right now because it is more complicated. I would like to explain what I think about the situation in Case 8F A second approach to the question whether the buyer can avoid in that situation is that, although the breach is not fundamental on August 10, by October 1 it becomes fundamental because the seller did not fulfil his obligation to repair the machine. Under this approach the contract can be evaluated throughout the whole time period, and whether there is a fundamental breach can be evaluated at every point in time in its context. That is the second approach. But the counter-argument to this is that whether a breach is fundamental should be decided at the time the defect is discovered -- in this case, August 10 -- and its character does not change the over time.

As Professor Honnold mentioned, for me also it is very hard to conclude that this breach is fundamental at the time point of August 10, but I would like to find some way to protect the buyer after the seller fails to fulfil his obligation to repair the machine. The only way remaining to do this is to apply Article 49(1)(b) analogically -- an anological application. Article 49(1)(b) by its terms applies only to cases of non-delivery. Thus, [page 214] the provision cannot be applied directly. Therefore, we must apply it analogically because there are similarities between the situation in Case 8F and the situations covered by Article 49(1)(b). In Case 8F, the seller failed to perform his obligations relating to the goods according to the contract. The seller has not delivered goods that conform to the contract. Therefore, in the end, there is non-performance. So the structure is the same as in situations covered by Article 49(1)(b). Therefore, if we want to reach the result that the contract can be canceled, that the buyer can avoid the contract, we should apply Article 49(1)(b) analogically.

SCHLECHTRIEM: First of all, I would say that in order to apply a rule of law by analogy, you have to have a gap that must be filled. The question is whether there is a gap with regard to a non-conformity that the seller refuses to remedy. And I think it was the decision of the drafters that if the goods are non-conforming and it is a fundamental breach, then you can avoid; otherwise you have to stick with the goods and ask for damages. I don't see a gap that justifies an application of Article 49(1)(b) by analogy.

YOSHINO: You don't find any gap?

SCHLECHTRIEM: No. I would say the buyer has to stick with the conforming goods. Professor Sono, your question about the buyer having someone else repair is quite interesting. In the normal case, the buyer can probably have the goods repaired and ask for damages for the cost of the repair. If only the seller would be capable of repairing the non-conformity, and if he is unwilling, and if the goods cannot be used any other way -- they can't be sold at a discount price and they are entirely useless without the repair, which only the seller can do -- then I would think there was a fundamental breach from the beginning. The goods were useless from the beginning. So then we didn't really need this additional period of time.

SONO: Although it may be better if the buyer gives the seller time to repair, right? To make it fair?


REITZ: Could I ask you whether you see any role for Article 46(1) with respect to the refusal to repair?

SCHLECHTRIEM: Article 46(1) applies to a case of non-delivery, of course.

REITZ: It might be non-delivery, but do you see a possibility of applying the language "require performance by the seller" to extend to post-delivery repair? [page 215]

FLECHTNER: Article 46(3) talks about requiring repair as a remedy. Are you talking about a repair remedy that is separate from article 46(3)?

REITZ: Article 46(3) expands on Article 46(1). If the seller is required to repair, I take it, it would be by judicial order. Or not?

SCHLECHTRIEM: What do you mean by "judicial order"?

REITZ: An order we would call specific performance.

SCHLECHTRIEM: Yes, that could be the case.

REITZ: And if the order is violated?

SCHLECHTRIEM: If it's violated? Well, you can try to execute it under the rules of procedure regulating the execution of judgments. Under German law, it would, in the end, amount to damages because the court would allow the buyer to repair the goods and charge the seller with the cost. So that would be the outcome.

REITZ: The failure to comply with the court order would not give rise to an avoidance option on the part of the buyer?

SCHLECHTRIEM: No.[page 216]


YOSHINO: We do not have much time remaining, and I would like to return to an issue we discussed this morning in connection with my hypothetical problem. I would like to hear whether people believe, on the facts of my hypothetical, that the contract for the purchase of the tractor and rake can be avoided and, if so, whether the reason for avoidance is the existence of a fundamental breach, or the seller's failure to repair within the deadline given by the buyer. We heard Professor Schlechtriem's opinion, Professor Sono's opinion, and my opinion this morning, and I would like to hear whether others think the buyer can avoid the contract after the seller failed to repair the defect in the tractor within the time requested by the buyer.

FLECHTNER: My opinion is fairly close to Professor Schlechtriem's. I think that the buyer can avoid the contract if, but only if, he can show that there was a fundamental breach of contract, and I do not believe that the nature of this particular breach -- a defect in the goods rendering them non-conforming -- would be changed by the passage of time. In other words, if the defect was a serious, difficult-to-correct problem when it first came to light, it might be a fundament[al] breach and the buyer would have a right to avoid the contract. But if the defect was not a very serious problem that perhaps could be corrected without a great deal of difficulty, then the fact that the seller refused to repair it would still not make the breach a fundamental one in my opinion. Nor would I [page 251] be willing to permit avoidance by analogical application of the Nachfrist procedure in those circumstances. In short, I would demand that the buyer show that there was a fundamental breach of contract before I would permit avoidance.

REITZ: It may be too late to raise this now, but I thought of a problem that Professor Honnold taught me about a while ago. If the original breach is very serious and it would be fundamental, but it could be repaired, is the buyer entitled to avoid the contract even if the seller is willing to repair? This, of course, is just the opposite of the situation we have in Professor Yoshino's problem. At least as John Honnold taught me, a buyer should not be entitled abruptly to avoid the contract if a repair is coming. This suggests that the time when we measure whether a breach is fundamental is not necessarily when the goods are delivered but, at least where repair is involved, it can be at a later time. Now, if you turn the situation the other way around and you have a failure to repair rather than a repair, perhaps that could -- in combination with an extension of time into a later period -- lead closer to where Professor Yoshino was going. In other words, you arguably have a kind of double breach: the seller delivered the wrong material and refused to fix it. The failure to repair exacerbates the injury, and this might, I think, lead to an argument that the two breaches are, in combination, fundamental.


REITZ: Together.

SONG: But on this particular point, I think, Professor Yoshino is asking whether or not Article 49(1)(b) can be applied analogically to permit avoidance of contract without a fundamental breach.

YOSHINO: In my opinion, the nature of the breach of contract cannot change by the passage of time. Therefore, I applied Article 49(1)(b) analogically because there is a gap in the Convention.

SCHLECHTRIEM: I want to remind everyone that there was a conscious decision by the drafters of the CISG to limit the availability of avoidance using the so-called Nachfrist procedure. In the predecessor Hague Sales Convention, the additional-period-of-time procedure for avoidance was allowed in cases of non-conformity.[14] The drafters of the CISG consciously decided not to include this aspect in the Convention. That is why I don't see a gap unless we open one in order to develop the Convention. I also wanted to add a comment with respect to what you said, Professor Reitz. In the German literature, now it is the prevailing opinion that if a defect can be cured and the seller is willing and able to [page 252] cure it, there is no fundamental breach. As long as there's a chance that the defect could be cured, you cannot assume a fundamental breach.

LOOKOFSKY: Assuming that the buyer doesn't suffer a substantial detriment. Right?

SCHLECHTRIEM: Yes, certainly.

REITZ: Is the German view based on the Convention or on domestic law?

LOOKOFSKY: The Convention.

HONNOLD: The Supreme Court of Germany has in general been very strong in upholding the continuation of the contract.


REITZ: I think that's the right answer.

FLECHTNER: I think so also.

REITZ: But it suggests that the behavior of the seller at the later time -- here, when the seller refused to repair the defect -- is relevant to the buyer's legal options.

SCHLECHTRIEM: Only in the sense that, if the seller refuses to cure a defect which could be cured, that could add to the seriousness of the non-conformity.

REITZ: Right.

FLECHTNER: Generally -- except in the rare situation where only the seller can repair a defect -- if the goods can be repaired by the seller, they can be repaired by someone else.

SCHLECHTRIEM: Then the seller's refusal to repair is no problem.

FLECHTNER: Then there's no problem. But if only the seller can repair and the seller refuses to repair, then it seems to me that in your fundamental breach analysis, of course, you have to take that into account. I would agree with that.

SONO: I still have two short but important questions that I want to ask Professor Schlechtriem. Number one: in your presentation this afternoon you said that a buyer can avoid a contract, but then he may change his mind and decide to reduce the price under Article 50 after the contract is avoided. You then argued that the reduction of price provision is one way that the Convention tells us that adaptation of the contract for changed circumstances is possible -- a very liberal view, and I like it. But how can a German scholar tell us that after avoiding the contract the buyer can still reduce the price? [Laughter.] Question number two: In this morning's discussion I think you argued that, if a buyer thinks that a particular function or capability of a machine that he is purchasing is very important, the buyer should clearly so state in the contract by, for example, [page 253] including a clause saying that this aspect of the merchandise is particularly important.

SCHLECHTRIEM: "Of the essence of the contract."

SONO: Yes, "of the essence of the contract." Would that kind of clause solve our avoidance problem by making it much easier for the buyer to avoid the contract? If that's the case, then the matter becomes a drafter's game.

SCHLECHTRIEM: Let me answer the second question first. I think the Convention's doctrine of fundamental breach reflects the English doctrine of conditions. If a certain expectation is a condition, or "of the essence of the contract," then the breach of this condition, of this contractual term, is a fundamental breach. A buyer can put into the contract a requirement that the machine be green in color because, for example, he intends to resell it to Libya and it has to be the color of the Prophet. He need not tell the other side why he insists on that. He can just make it a condition of the contract. What you were concerned with -- the problem of misuse of standard form clauses to escape rules designed to protect the other party -- that should be taken care of by the rules governing standard forms. So if such a clause is slipped in without any legitimate interest behind it, the rules on standard forms should invalidate it.

SONO: What if the clause is not part of a standard form?

SCHLECHTRIEM: Then it is allowed. If it's negotiated, then a clause that, for example, requires a machine to be green is, I would say, enforceable. As for your second question, I was very happy to hear you emphasize your surprise that my position came from a German scholar, because I have written an article on that topic. There is a certain dogmatic concept in German law that declarations like a notice of avoidance are communications that change the legal environment. At the beginning of the century, there was a very influential scholar who compared this changing of the legal situation by one party's declaration to a chemical process. He said that when a chemical reaction happened you could not undo it, and that it was the same with these declarations. And this was ingrained in the brains of generations of German jurists. As an example of this approach, it happens frequently that an employer declares a termination of a labor contract because of a dispute with the employees. Then they go to court and the employer says, "I take back the termination." What do the German jurists say? "You can't take back the termination, but we regard the attempt as a new contract -- your attempt to take back the termination is an offer to make a new contract." Another example -- in leases it often happens that the landlord terminates the lease, and later [page 254] the parties negotiate and the landlord retracts the termination. Again, it is regarded as a new contract. That's silly.

SONO: But termination is for the future, and avoidance is retroactive.

SCHLECHTRIEM: I don't think that matters in this context. If you have a declaration concerning the future and it dissolves the contract, then the legal environment has changed. So this is only a secondary question. My argument is that I would derive a principle from the second sentence of Article 29(2), and I would derive an argument, a principle, from Article 16(2)(b): If the addressee of a notice is not aware of the communication of avoidance or price reduction, or has not relied and changed its position, he doesn't need protection. Why shouldn't a party be able to withdraw his price reduction communication, for example, if the other party doesn't even know about it? Why should the other party be protected? So I proposed -- and I will say the same thing in the third edition of my commentary -- that under certain circumstances the party declaring avoidance or price reduction may be allowed to withdraw it, unless the other party has relied on it. And, if the other party knew about the declaration, there should be a presumption that the addressee relied on it -- a presumption that the party who wants to withdraw his communication must rebut. So I think that strikes a fair balance for the problem. Of course, it's much easier to say that if you issued notice of avoidance, well, that's it -- you're bound by it. But that goes against my notions of fairness, and I found a way out of it. Also, I have to confess I am against this conceptual thinking, this comparing with chemical processes.[page 254]


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* Professor of Law, University of Pittsburgh School of Law. J.D. 1981 Harvard Law School; M.A. 1975 Harvard University; A.B. 1973 Harvard College.

1. United Nations Convention on Contracts for the International Sale of Goods, Apr. 11, 1980, S. Treaty Doc. No. 98-9 (1983), 19 I.L.M. 668 (1980) [hereinafter "CISG" or "Convention"] (entered into force on Jan. 1, 1988), available in 15 U.S.C.A. app. at 49 (West Supp. 1996), 52 Fed. Reg. 6262-80, 7737 (1987), U.N. Doc. A/Conf. 97/18 (1980).

2. For further information on the participants, please see "About the Participants in the CISG Workshop" at pages 194-95.


6. Convention Relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods, done at the Hague, July 1, 1964, 834 U.N.T.S. 169, 3 I.L.M. 864 (entered into force Aug. 23, 1972) [hereinafter "ULF" or "Hague Convention"].


11. ULF, supra note 6; Convention Relating to a Uniform Law on the International Sale of Goods, done at the Hague July 1, 1964, 834 U.N.T.S. 107, 3 I.L.M. 855 (entered into force Aug. 18, 1972) [hereinafter "ULIS" or "Hague Convention"].


14. ULIS, supra note 11.


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