ANNOTATED TEXT OF CISG
Article 4

This Convention governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. In particular, except as otherwise expressly provided in this Convention, it is not concerned with:

(a) the validity of the contract or of any of its provisions or of any usage;

(b) the effect which the contract may have on the property in the goods sold.

Legislative history || Case law || Scholarly writings || Link to related articles || Words and phrases || CISG (full-text)

Guide to this article

• UNCITRAL outline of issues present
  
• Editoral analysis of this article with cross-references to related subjects, Albert H. Kritzer [U.S.]
  
• Secretariat Commentary (closest counterpart to an Official Commentary on this article)
• Match-up of this article with the 1978 draft
(to validate Secretariat Commentary)
• Validity and formation issues compared to 1955 Hague Convention, and 1980 Rome Convention

• Roadmap to the legislative history of this article
• Legislative history of this article: long form
• Legislative history of this article: short form
  • Chronology of development of Article 4 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 4 match-up with ULIS (with illustrative citations to helpful ULIS case law)
  • ULIS (full-text) and André Tunc Commentary on ULIS counterpart to CISG Article 4

• • Michael Joachim Bonell & Fabio Liguori [Italy], excerpt from The UN Convention on the International Sale of Goods: A Critical Analysis of Current International Case Law - 1997 (Part 1), Uniform Law Review (1997) 385-395

  • Franco Ferrari [Italy], Assumption of Debts as a Subject Matter Excluded from the UN Sales Convention, 89-92/Forum International (Issue 3/1997) 90-93 [commentary on Austria Supreme Court (OGH) 24 April 1997]

  • Martin Karollus [Austria], excerpt from Judicial Interpretation and Application of the CISG in Germany 1988-1994, Cornell Review of the Convention on Contracts for the International Sale of Goods (1995) 51-94

  • Hypothetical case: comments by Peter Schlechtriem ("questions of avoidance for mistake or error, except for mistakes about the quality of goods, are left to domestic law under Article 4(a) or the Convention"): comments also be workshop participants Harry M. Flechtner, John O. Honnold, Joseph Lookofsky, Kazuaki Sono and others

• For further information on CISG case law (material not in this database), go to Unilex: click for a description of the contents of this service. Also of considerable utility are the compendium of case citations and the CISG bibliography contained in Michael R. Will, Twenty Years of International Sales Law Under the CISG: International Bibliography and Case Law Digest, Kluwer Law International (2000). Prof. Will's materials are presented on the CD-Rom edition of the database.

• Selected monographs and anthologies (English language)

• Comments on Article 4 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 4 from seminal 1986 text by Peter Schlechtriem [Germany]
• Comments on Article 4 from monograph by Jacob S. Ziegel [Canada]
• Citations to materials on this article in other texts (selected texts only)
• Selected law journal articles and other commentaries

General observations

• E. Allan Farnsworth [U.S.], Review of Standard Forms or Terms Under the Vienna Convention, 21 Cornell International Law Journal (1988) 439-447 [Commentary calls attention to an important cross-reference between articles 4 and 6 ("Article 6 purports to give the parties an unqualified power to vary the effect of the Convention by agreement. On the other hand, article 4 makes it clear that, absent a contrary provision, the Convention does not affect any rule of domestic law dealing with the "validity" of a contract provision. Taken together, articles 6 and 4 create a tripartite hierarchy, with domestic law on validity at the top, the agreement of the parties in the middle, and the Convention at the bottom. The domestic law on validity continues to control the agreement of the parties, and both control the Convention.")

Scope of the CISG

• Harry M. Flechtner [U.S.], excerpt from The Several Texts of the CISG in a Decentralized System: Observations on Translations, Reservations and other Challenges to the Uniformity Principle in Article 7(1), 17 Journal of Law and Commerce (1998) 187-217

• Peter Schlechtriem [Germany], excerpt from Uniform Sales Law: The Experience with Uniform Sales Laws in the Federal Republic of Germany, Juridisk Tidskrift (1991/92) 1-28

• Peter Schlechtriem [Germany], The Borderline of Tort and Contract - Opening a New Frontier?, 21 Cornell International Law Journal (1988) 467-476

The Article 4(a) validity exclusion

• Harry M. Flechtner [U.S.], excerpt from Remedies Under the New International Sales Convention: The Perspective from Article 2 of the U.C.C., 8 Journal of Law and Commerce (1988) 53-108

• Helen Hartnell [U.S.], Rousing the Sleeping Dog: The Validity Exception to the Convention on Contracts for the International Sale of Goods, 18 Yale J. Int'l L. (1993) 1-93

• Christoph R. Heiz [Switzerland], Validity of Contracts under the United Nations Convention on Contracts for the International Sale of Goods and Swiss Contract Law, 20 Vanderbilt Journal of Transnational Law (1987) 639-663 [commentary on issues associated with domestic doctrines on mistake]

• Anna Kazimierska [Poland], The general provisions of the Convention: problems excluded from the scope of the Convention [validity issues], in: The Remedy of Avoidance under the Vienna Convention on the International Sale of Goods, 1999 online commentary

• Todd Weitzmann [U.S.], Validity and Excuse in the UN Sales Convention, 16 Journal of Law & Commerce (1997) 265-290

  [See also 1998 Flechtner text cited above]

• Validity under the UNIDROIT Principles is handled in a different manner then under the CISG: for a commentary on the Principles' approach to validity, go to Peter Linzer, Validity under Chapter 3 of the UNIDROIT Principles of International Contracts, in in: Contratación internacional. Comentarios a los Principios sobre los Contratos Comerciales Internacionales del Unidroit, Universidad Nacional Autónoma de México - Universidad Panamericana (1998) 81-93

The Article 4(b) property exclusion

• Evelin Visser [Netherlands]. Analysis of scope and severity of problem caused by absence of a uniform rule on the transfer of property and the existence of a uniform rule on transfer of risk under the CISG, 67 UMKC [University of Missouri, Kansas City] Law Review (1998) 77-92 [Pace essay submission]

To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [property, scope, sphere of application ("pre/2" = instruction used to confine search to commentary titles with "sphere" and "application" presented together), mistake and validity are search form entries you may wish to consider]

Our bibliography contains thousands of citations in 24 languages; we encourage you to tailor your own bibliography search to the specific aspect of this article that you are researching.

One should be aware that Article 4(a) research can present a apecial challenge as validity issues may be discussed in many contexts. A good example is John O. Honnold, Uniform Law for International Sales, 3rd. ed. (1999). In addition to Honnold;s discussion of validity issues in his chapter on Article 4, one encounters validity discussions in his chapter on Article 8, on Article 35, and elsewhere in this text.

Links to related articles

• Article 1 through 5 define the scope of the CISG: go to Annotated Text of Article 1 [Basic rules of applicability]; go to Annotated Text of Article 2 [Exclusions from Convention]; go to Annotated Text of Article 3 [Goods to be manufactured; services]; go to Annotated Text of Article 5 [Exclusion of liability for death or personal injury]

Words, phrases and concepts

• mistake and Article 4(a)
  • Colloquy at Diplomatic Conference on validity, domestic doctrines of mistake. No resolution to controversy associated with the Article 4(a) validity proviso and domestic doctrines of mistake. OR 361-362, paras. 5-12 [OR = Official Records of the United Nations Conference on Contracts for the International Sale of Goods, Vienna 10 March - 11 April 1980, A/CONF. 97/19]

  • Another Diplomatic Conference colloquy relevant to the controversy associated with the Article 4(a) validity proviso and domestic doctrines of mistake. OR 406, paras. 38-42

• reasonableness: Although not specifically mentioned in this article, reasonableness is a general principle of the CISG
  • For the definition of reasonableness recited in the Principles of European Contract Law and references to reasonableness in Continental and Common Law domestic rules, doctrine and jurisprudence, go to PECL article 1:302 and the comment and notes prepared for this provision

  • To drive home the correlation between the PECL's definition of reasonableness and the evident same meaning of this term to CISG legislators when they used the concept either specifically or as a general principle of the uniform law they drafted, see overview comments and comments that illustrate the similar manner in which this concept fits the CISG