ANNOTATED TEXT OF CISG
Article 7

(2) Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based or, in the absence of such principles, in conformity with the law applicable by virtue of the rules of private international law.

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

Guide to this article

• UNCITRAL outline of issues present
• Editorial analysis of this article with cross-references to related subjects, Robert A. Hillman [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)
• Use of the UNIDROIT Principles to help interpret CISG Article 7
• Editorial analysis, Ulrich Magnus [Germany]
• Use of the Principles of European Contract Law to help interpret CISG article 7
  • Match-ups with Continental and Common Law domestic rules, doctrine and jurisprudence
• Article 7 compared to approach taken in 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 7 at the 1980 Vienna Diplomatic Conference
  • Tensions that led to the manner in which good faith is referred to in Article 7(1)
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 7 match-up with ULIS (with illustrative citations to helpful ULIS case law)
  • ULIS (full-text) and André Tunc Commentary on ULIS
  • ULF (full-text)

Case law

• • For a review of U.S. court implementations of Article 7, see Sunil R. Harjani, The Convention on Contracts for the International Sale of Goods in United States Courts, 23 Houston Journal of International Law (2000) 49-90

  • 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

• 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.

Scholarly writings on this article

• Selected monographs and anthologies (English language)

• Comments on Article 7 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 7 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 7 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

  Good faith

  • Gyula Eörsi [Hungary], excerpt from 27 American Journal of Comparative Law (1979) 311-323

  • Troy Keily [Australia], Good Faith and the Vienna Convention on Contracts for the International Sale of Goods, thesis: Deakin (1999) Pace essay submission = 3 Vindobona Journal of International Law and Arbitration, Issue 1 (1999) 15-40

  • John Klein [U.S.], Good Faith in International Transactions, 15 Liverpool Law Review (1993) 115-141.

  • Pilar Perales Viscasillas [Spain], Una aproximación al Articulo 7 de la Convención de las Naciones Unidas sobre los contratos de compraventa mercantil internacional [Spanish text], 16 Cuadernos de Derecho y Comercio (Spain 1995) 55-88 [Article 7: good faith as a principle of interpretation and behavior of the parties during the formation of the contract; in the context of article 16(2)(a) [Irrevocability of the offer]; and in the case of death or incapacity of one of the parties during the formation of the contract (discussion as to whether this is an issue that lies inside or outside the scope of the CISG)]

  • Paul J. Powers [U.S.], Defining the Indefinable: Good Faith and the United Nations Convention on Contracts for the International Sale of Goods, 18 Journal of Law and Commerce (1999) 333-353

  • Peter Schlechtriem [Germany], Good faith in German Law and in International Uniform Laws, in: Centro di studi e ricerche di diritto comparato e straniero - diretto da M. J. Bonell, Saggi, Conferenze e Seminari No. 24 (February 1997) http://www.cnr.it/CRDCS/schlechtriem.htm

  • Michael P. van Alstine, Of Textualism, Party Autonomy, and Good Faith, 40 William & Mary Law Review (1999) 1222-1312 [Written entirely in the context of the UCC and U.S. common law experience. Discusses and criticizes what the author characterizes as a growing U.S. trend: "the textual approach to good faith", an approach used to restrict the use of good faith as a device to change the parties' bargain. Cf. the CISG, not discussed in this commentary, whose reference to good faith is less explicit than that of the UCC. Commentary also discusses party autonomy (bargaining around good faith requirements). It is the author's thesis that "the doctrine of good faith . . . impose[s] a heightened burden of expression for bargaining around its strictures with respect to discretionary contractual powers." Cf. Vienna Diplomatic Conference colloquy on bargaining away good faith requirements.]

    [See also Ferrari, Koneru, Povrzenic texts cited below] [For evidence of judicial recognition of good faith as a general principle of the CISG's antecedent, ULIS, even though that convention contains no express reference to good faith, see OLG Düsseldorf (6 U 206/77) 20 January 1983, reprinted in Schlechtriem/Magnus eds. Internationale Rechtsprechung zu EKG und EAG, art. 17, No. 7 at 186]

  Gap-filling by analogy/general principles

  • Jan Hellner [Sweden], The Law of Sales and the Law of Contract: Some Remarks on the United Nations Convention on International Sales, Julskrift (2000) 173-185 [Remarks on resort to general principles of the CISG vs. resort to domestic law]

  • Jan Hellner [Sweden], Gap-Filling by Analogy: Article 7 of the UN Sales Convention in its Historical Context, in: Studies in International Law: Festkrift til Lars Hjerner, Ramberg ed. (Norstedts: Stockholm (1990) 219-233
  • Shael Herman, Quot judices tot sententiae: A study of the English reaction to continental interpretive techniques, 1 Legal Studies (1981) 165-189

  • Phanesh Koneru, [India and the United States], The International Interpretation of the UN Convention on Contracts for the International Sale of Goods: An Approach Based on General Principles, 6 Minnesota Journal of Global Trade (1997) 105-152

  • Ulrich Magnus [Germany], Die allegemeinen Grundsätze im UN-Kaufrecht [General Principles under the UN Sales Convention: English translation], 3 International Trade and Business Law Annual (Australia 1997) 33-56

  • Nickles, Problems of Sources of Law Under the UCC, 31 Arkansas Law Review (1980) at 16-46; 31 id. 171 and 34 id. 1 (1980) [perspective study of the conflicting "civil law" and "common law" approaches]

  • Gert Brandner [Germany], Admissibility of Analogy in Gap-filling under the CISG (1999)

  • Nives Povrzenic [Croatia], Interpretation and Gap-filling under the United Nations Convention on Contracts for the International Sale of Goods (1997 Pace essay)

  • Max Rheinstein, Review of Josef Esser, Grundsatz und Norm in der rechterlichen Fortbildung des Privatrechts: rechtsvergleichende Beiträge zur Rechtsquellen- und Interpretationslehre [Principle and Norm in the Judicial Development of Private Law: A Comparative Inquiry into the Problems of the Sources of Law and their Interpretation], J.C.B. Moher (Paul Siebeck), 1956, 394 p., in: 24 University of Chicago Law Review (1957) 597-606 [Illustrative excerpt illustrates relevance to Article 7(2) CISG: "A promisor will thus be held to be bound not only to what he has promised expressly but also to numerous 'auxiliary duties' of protecting the interest of the obligee. The latter in turn has been held to be bound to exercise his rights so as not unnecessarily to burden the obligor."]

  • Evelien Visser [Netherlands], Gaps in the CISG: In General and with Specific Emphasis on the interpretation of the Remedial Provisions of the Convention in the Light of the General Provisions of the CISG, LL.M. Thesis, University of Georgia School of Law (June 1998)

    [See also Van Alstine, Ferrari, Hillman, Kastely texts cited below]

  International character of the Convention: Uniformity of interpretation

  • Michael P. Van Alstine, Dynamic Treaty Interpretation, 146 University of Pennsylvania Law Review (1998) 687-793

  • Camilla Baasch Andersen [Denmark], Furthering the Uniform Application of the CISG: Sources of Law on the Internet, 10 Pace International Law Review (1998) 403-410

  • Bernard Audit [France], The Vienna Sales Convention and the Lex Mercatoria, in: Thomas E. Carbonneau ed., Lex Mercatoria and Arbitration (Transnational Juris Publications 1990) 139-160 and rev. ed. (Juris Publishing 1998) 173-194

  • Frank Diedrich [Germany], Maintaining Uniformity in International Uniform Law via Autonomous Interpretation: Software Contracts and the CISG, 8 Pace International Law Review (1996) 303-338 (1996 Pace essay)

  • Franco Ferrari [Italy], Uniform Interpretation of the 1980 Uniform Sales Law, 24 Georgia Journal of International and Comparative Law (1994) 183-228

  • Harry M. Flechtner [U.S.], 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

  • Robert A. Hillman [U.S.], Applying the United Nations Convention on Contracts for the International Sale of Goods: The Elusive Goal of Uniformity, Cornell Review of the Convention on Contracts for the International Sale of Goods (1995) 21-49

  • John O. Honnold [U.S], General Report [summarizing 16 national reports on interpretation of the Convention presented at the Twelfth International Congress of Comparative Law (Australia 1986)], reproduced in substance in Peter Schlechtriem ed., "Einheitliches Kaufrecht und nationales Obligationenrecht, Fachtagung Einheitliches Kaufrecht der Gesellschaft für Rechtsvergleichung" (Baden-Baden: Nomos 1987) 115-147

  • Amy H. Kastely [U.S], Unification and Community: A Rhetorical Analysis of the United Nations Sales Convention, 8 Northwestern Journal of International Law and Business 574-622

  • Kai Krüger [Norway], Financial force majeure: The extent of efforts which the seller must take to overcome impediments for performance in contracts for the sale of goods under Scandinavian law - remarks on the impact of CISG Art 79 [source: "Rättsvetenskapliga studier till minnet av tore Almén" pp 239-273, Iustus Fölag, Stockholm (1999) © Kai Krüger. A review of the common law historical approach, the continental position and the Scandinavian approach in the context of CISG art. 79 construed also under the lens of CISG art. 7(1)]

  • Sundburg, Uniform Interpretation of Uniform Law, 10 Scandinavian Studies 219 et seq.

  • Bruno Zeller, The UN Convention on Contracts for the International Sale of Goods (CISG) - a leap forward towards unified international sales laws, Pace essay (1 May 2000) [commentary on Article 7, a general rule of interpretation]

    [See also Koneru, Povrzenic texts cited above]

• The above listing is extensive. You may also go to a supplementary list of citations to Article 7 commentaries. Due to its importance -- it can impact upon every article of the Convention -- there is much literature on this article.

• To identify still other commentaries that bear on Article 7, go to Bibliography and Bibliography Search Form [gap (stem of gap-filling: method of handling lacunae in the law), general provisions ("pre/1" = instruction used to confine search to commentary titles with "general" and "provisions" presented together), general principles, good faith, interpretation and uniformity are search 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.

Links to related articles

• Every part of the Convention links to this provision; Article 7 provides guidance on the interpretation of each provision of the CISG; go to Table of Contents to Annotated Text of CISG

Words, phrases and concepts

• Regard for the Convention's "international character and to the need to promote uniformity in its application and the observation of good faith in international trade" (7(1)). For related words and phrases, go to Annotated Text of Preamble. For comments on the use of the Preamble to inform provisions of the CISG, go to Amy H. Kastely, Unification and Community: A Rhetorical Analysis of the United Nations Sales Convention, 8 Northwestern Journal of International Law and Business (1988) 574-622.

• "rules of private international law" (7(2)). For another use of this phrase, go to Annotated Text of Article 1 (1(1)(b)) [Basic rules of applicability]

• "good faith". Go to Diplomatic Conference colloquies that evidence lack of consensus as to meaning of the Article 7(1) reference to "good faith"

• 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

• "general principles". Go to commentary on illustrative applications of the Article 7(2) phrase "general principles"