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Use of the UNIDROIT Principles to help interpret CISG Article 15


Match-up of CISG Article 15 with counterpart provisions of UNIDROIT Principles


UNIDROIT Principles
Article 2.3 - Withdrawal

CISG
Article 15

(1) An offer becomes effective when it reaches the offeree.

(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.

1. An offer becomes effective when it reaches the offeree.

2. An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.

[The UNIDROIT article displayed above is to be read in conjunction with the Official Comments on it as "the comments on the articles are to be seen as an integral part of the Principles" (UNIDROIT).]


To examine CISG provisions displayed above in their context, go to the full text of the CISG || To examine UNIDROIT Principles displayed above in their context, go to the full text of the UNIDROIT Principles


Editorial remarks on the manner in which the UNIDROIT Principles may be used to interpret or supplement CISG Article 15

EDITOR: Albert H. Kritzer

The wording of Principles 2.3 and CISG 15 is the same. The Official UNIDROIT Commentary to Principles 2.3 helps interpret the meaning of phraseology identical to that contained in CISG Article 15.


Official Comments on Articles of the UNIDROIT Principles cited

Comments reprinted with permission from UNIDROIT

 

ARTICLE 2.3

(Withdrawal of offer)

(1) An offer becomes effective when it reaches the offeree.

(2) An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offeree before or at the same time as the offer.

COMMENT

1. When an offer becomes effective

Para. (1) of this article, which is taken literally from Art. 15 CISG, provides that an offer becomes effective when it reaches the offeree (see Art. 1.9(2)). For the definition of "reaches" see Art. 1.9(3). The time at which the offer becomes effective is of importance as it indicates the precise moment as from which the offeree can accept it, thus definitely binding the offeror to the proposed contract.

2. Withdrawal of an offer

There is, however, a further reason why it may in practice be important to determine the moment at which the offer becomes effective. Indeed, up to that time the offeror is free to change its mind and to decide not to enter into the agreement at all, or to replace the original offer by a new one, irrespective of whether or not the original offer was intended to be irrevocable. The only condition is that the offeree is informed of the offeror's altered intentions before or at the same time as the offeree is informed of the original offer. By expressly stating this, para. (2) of the present article makes it clear that a distinction is to be drawn between "withdrawal" and "revocation" of an offer: before an offer becomes effective it can always be withdrawn whereas the question of whether or not it may be revoked (see Art. 2.4) arises only after that moment.


Pace Law School Institute of International Commercial Law - Last updated December 12, 1997
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