ANNOTATED TEXT OF CISG
Article 14

(1) A proposal for concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price.

(2) A proposal other than one addressed to one or more specific persons is to be considered merely as an invitation to make offers, unless the contrary is clearly indicated by the person making the proposal.

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

Guide to this article

• UNCITRAL outline of issues present
  
• Editoral 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 14 [partial presentation]
• Use of the Principles of European Contract Law to help interpret CISG article 14
  • Match-ups with Continental and Common Law domestic rules, doctrine and jurisprudence

• 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 14 at the 1980 Vienna Diplomatic Conference
  • Open-price issues and the development of Articles 14(1)/55
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 14 match-up with (with illustrative citations to helpful ULF case law)
  • ULF (full-text)

• • 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 involving the interplay between Articles 14(1) and 55; comments by Harry M. Flechtner, John O. Honnold, Joseph Lookofsky, Peter Schlechtriem, 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 14 from 1999 text by John O. Honnold [U.S.] [available in CD-ROM edition only]

• Comments on Article 14 from seminal 1986 text by Peter Schlechtriem [Germany]
• Comments on Article 14 from monograph by Jacob S. Ziegel [Canada]
• Citations to materials on this article in other texts (selected texts only)
• Text of selected law journal articles and other commentaries

  • Burt A. Leete [U.S.], excerpt from Contract Formation under the United Nations Convention for the International Sale of Goods and the Uniform Commercial Code: Pitfalls for the Unwary, 6 Temple International and Comparative Law Journal (1992) 193-215

  • John E. Murray, Jr. [U.S.], excerpt from An Essay on the Formation of Contracts and Related Matters under the United Nations Convention on Contracts for the International Sale of Goods, 8 Journal of Law and Commerce (1998) 11-51

  • Peter Schlechtriem [Germany], excerpt Uniform Sales Law: The Experience with Uniform Sales Laws in the Federal Republic of Germany, Juridisk Tidskrift (1991/92) 1-28 [comments on the conflict between Articles 14 and 55]

  • See also formation commentaries listed below

  • To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [formation, offer and open price ("pre/1" = instruction used to confine search to commentary titles with "open" and "price" presented together) 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.

Links to related articles

• All of the CISG's Formation provisions are related to one another. By way of illustration, go to:

  • Gyula Eörsi [Hungary], Problems of Unifying Law on the Formation of Contracts for the International Sale of Goods, 27 American Journal of Comparative Law (1979) 311-323

  • Sylvette Guillemard [Canada], Comparaison des Principes UNIDROIT et des Principes du droit européen des contrats dans la perspective de l'harmonisation du droit applicable à la formation des contrats internationaux [Comparison of the UNIDROIT Principles and the Principles of European Contract Law from the perspective of harmonization of the law applicable to the formation of international contracts (CISG comments included) - in French], thesis Université Laval (23 May 1999)

  • Peter Winship [U.S.], Formation of International Sales Contracts under the 1980 Vienna Convention, 17 International Lawyer (1983) 1-18

  • Citations to broader multilingual selection of commentaries on Formation of the contract

• The CISG has eleven Formation provisions. For links to the other ten; go to Annotated Text of Article 15 [When offer becomes effective; prior withdrawal]; go to Annotated Text of Article 16 [Revocability of offer]; go to Annotated Text of Article 17 [Rejection of offer followed by acceptance]; go to Annotated Text of Article 18 [Acceptance: time and manner for indicating assent]; go to Annotated Text of Article 19 ["Acceptances" with modifications]; go to Annotated Text of Article 20 [Interpretation of offeror's time-limits for acceptance]; go to Annotated Text of Article 21 [Late acceptances: response by offeror]; go to Annotated Text of Article 22 [Withdrawal of acceptance]; go to Annotated Text of Article 23[Effect of acceptance: time of conclusion of contract]; go to Annotated Text of Article 24 [When communication "reaches" the addressee]

• For related data on "open price" contracts; go to Annotated Text of Article 55

Words, phrases and concepts

• 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

Other Formation issues

• Contracts formed other than by traditional offer and acceptance
  
• Culpa in contrahendo and related issues