ANNOTATED TEXT OF CISG
Article 10

For the purposes of this Convention:

(a) if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance, having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract;

(b) if a party does not have a place of business, reference is to be made to his habitual residence.

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 [not yet available]
  
• 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 10
• Editorial analysis: Allison E. Butler [United States]
• Use of the Principles of European Contract Law to help interpret CISG article 10
  • Editorial analysis: Allison E. Butler [United States]
  • Match-ups with Continental and Common Law domestic rules, doctrine and jurisprudence
• Use of the Proposed Common European Sales Law to help interpret CISG article 10

• 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 10 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 10 match-up with ULIS/ULF
  • ULIS (full-text) and André Tunc Commentary on ULIS
  • ULF (full-text)
  • See also the Report of the Special U.S. Committee, dated 1 December 1964,
    explaining why the United States elected not to adopt either ULIS or ULF

• CASES INVOLVING CISG ARTICLE 10
  • Computer list of annotated cases

• For a companion report on CISG case law and other material, go to Unilex: click for description of and link to this excellent service

• See also:
  • UNCITRAL digest

  • UNCITRAL digest + added cases

• Selected monographs and anthologies (English language)
• Comments on Article 10 by Peter Winship [U.S.] at Ch. 1, pp. 21-22 and by Gyula Eörsi [Hungary] at Ch. 2, pp. 27-30: 1984 Parker School seminar of the American Association for the Comparative Study of Law
• Comments on Article 10 from seminal 1986 text by Peter Schlechtriem [Germany]
• Comments on Article 10 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 10 by Jerzi Rajski [Poland] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 10 by John O. Honnold [U.S.] in the 3rd ed. (1999) of the most frequently cited text on the CISG: Uniform Law for International Sales

• Comments on Article 10 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• See also the helpful Enderlein & Maskow text (cited below under the words and phrases section of this Annotated Text material)
• Citations to materials on this article in other texts (selected texts only)
• Selected law journal articles and other commentaries
• Franco Ferrari [Italy], excerpt from Specific Topics of the CISG in the Light of Judicial Application and Scholarly Writing
• Carolina Saf [Sweden], excerpt from 1999 thesis

• Peter Winship [U.S.], excerpt from Changing Contract Practices in the Light of the United Nations Sales Convention: A Guide for Practitioners, 29 International Lawyer (1995) 525-554

• Supplementary list of citations to Article 10 commentaries: Unilex citations*

  * Most members of the Autonomous Network of CISG Websites also offer bibliographies. Many are tailored, concentrating on commentaries by authors from or writing on CISG issues of special interest to specific countries or regions; some, e.g. CISG online are general and extensive; some, e.g., CISG-Belgium and CISG-Finland also list commentaries by individual articles of the CISG.

• To identify other relevant commentaries, go to the cisgw3 Bibliography and Bibliography Search Form [place of business and general provisions are search form entries you may wish to consider]

  Bibliography citations on place of business

  Citations on general provisions

  We also encourage you to tailor your own cisgw3 bibliography search to the specific aspect of this article that you are researching.*

  * The cisgw3 bibliography contains over 500 pages of citations. Analyzing these listings can pay dividends.

Links to related articles

Attention to related articles and to the CISG in its entirety is important. This is an autonomous law, i.e., it is meant to be construed within its four corners. When considering aspects of the CISG, because this law relies heavily on general principles, one ought to look at related provisions and the CISG in its entirety.

• The definition of "place of business" recited in Article 10 is relevant to a number of provision; go to Annotated Text of Article 1 [Basic rules of applicability; internationality; relation to Contracting State], go to Annotated Text of Article 20 [Interpretation of offeror's time limits for acceptance] (see Article 20(2)), go to Annotated Text of Article 24 [When communication "reaches" the addressee]; go to Annotated Text of Article 31 [Place of delivery] (see Article 31(c)); go to Annotated Text of Article 42 [Third-party claims based on a patent or other intellectual property] (see Article 42(i)(b)); go to Annotated Text of Article 57 [Place of payment] (see Article 57(1)(a)); go to Annotated Text of Article 96 [Declaration by Contracting State preserving its domestic requirements as to form]

Words, phrases and concepts

• The Enderlein & Maskow text is a good place to commence words and phrases research. Click for their analysis of words, phrases and concepts in this article.

  See also:

• "having regard to the circumstances known to or contemplated by the parties at any time before or at the conclusion of the contract". The legislative history indicates that: "This … language excludes aspects of the making of the contract (such as supervision by another office) or of performance (such as foreign origin or destination of the gods that are known only to one party and which thus are outside the 'circumstances known to or contemplated by the parties at the time of the conclusion of the contract'." UNCITRAL Yearbook II (1971), A/CN.9/52, Doc. A(3), page 53, para. 24.

• "closest relationship". Winship advises that "the term 'closest relationship always admits a certain degree of doubt." He states: "It is never easy to assess such a relationship, and not only for the purposes of CISG. For instance, where the applicable law has to be applied in the absence of choice, reference is frequently made to the law of the country with which the contract is 'most closely connected." But what does this phrase mean? the Convention on the Law Applicable to Contractual Obligations provides that in the absence of choice a contract will be governed by the law of the country with which it is most closely connected (Art. 4). This is followed by a large variety of presumptions, such as the country where the party is to effect the 'characteristic' performance, or the country of the habitual residence, central administration, principal place of business, or business other than the principal place of business. Th[at] Convention goes on to provide that these connecting factors do not apply if the characteristic performance cannot be determined and that the presumptions be disregared it it apears from the circumstances as a whole that the contract is more closely connected with another country. Does this embarras de richesses provide guidance? There is little doubt that the test of 'closest relationship' or 'connection' is far from unambiguous; anybody could refer to the connection which serves his purposes best. "Mutatis mutandis the situation is by and large the same in respect of Article 10. . . . [However], Article 10(a) does provide some guidance to the interpretation of 'closest relationship'. The place of performance may in many cases be most relevant since 'there is a necessary link between the place of business and . . . the performance of the contract'. In other cases the circumstances known to or contemplated by the parties before or at the conclusion of the contract may be decisive. Thus the relevant place of business is that which is the most favorable from the point of view of the contract and its performance. This sound reasonable even if it is not the stone of wisdom. There may also be other aspects to be taken into consideration; perhaps the most important is not to abandon the international character of the contract which could bar the homeward trend. If the main place of business is taken into consideration instead of closest relationship, what is essentially a domestic transaction may be converted into an international transaction and vice versa. . . ." Peter Winship, in: Nina M. Galston & Hans Smit eds., International Sales: The United Nations Convention on Contracts for the International Sale of Goods (Matthew Bender 1984) 2-28/29 [citations omitted].

  Editorial remarks (Albert H. Kritzer): Many of us when we draft contracts have been accustomed to "boilerplate" language that identifies each party by its principle place of business or place of incorporation. For purposes of the CISG, the recommended approach is to identify in your contract the place of business that is most relevant for purpose of the contract and its performance.

• the transitory agent. Honnold states: "During the preparation of the Convention, some delegates were concerned lest 'place of business' be construed to extend to a hotel room or other temporary place where a travelling agent might conduct negotiations. Referring to a 'permanent' place of business presented drafting difficulties, and most delegates concluded that temporary sojourns would not establish a 'place of business'. The term that corresponds to 'place of business' in the official French text is etablissement and in the official Spanish test is establecimiento -- words that seem to be inconsistent with a temporary stopping place. Moreover, . . . Article 10(a) points to the place of business "which has the closest relationship to the contract and its performance"; the Convention's use of 'place of business' in the context of Articles 24, 31(c), 42(b) and 69(2) shows that this term refers to a place for the continuing conduct of business." John O. Honnold, Uniform Law for International Sales (Kluwer 1999) 132 [citations omitted].

• 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

For a Doctoral thesis on "Reasonableness" in International Commercial Law, go to Guillaume Weiszberg, Le "Raisonnable" en Droit du Commerce International [pour le doctorat en droit de l’Université Panthéon-Assas (Paris II), 7 novembre 2003]