ANNOTATED TEXT OF CISG
Article 16

(1) Until a contract is concluded an offer may be revoked if the revocation reaches the offeree before he has dispatched an acceptance.

(2) However, an offer cannot be revoked:

(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or

(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer.

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
  
• 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 16
• Editorial analysis: Andrea Vincze [Hungary]
• Use of the Principles of European Contract Law to help interpret CISG article 16
  • Editorial analysis: N. Orkun Akseli [Turkey]
  • 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 16 at the 1980 Vienna Diplomatic Conference
  • Conference colloquy: 16(2)(a) can be interpreted differently (civil law v. common law)
  • Commentary on two facets of Article 16 and the civil law/common law compromise
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 16 match-up with ULF
  • 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 16
  • 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

• Comments on Article 16 by E. Allan Farnsworth [U.S.] at 1984 Parker School seminar of the American Association for the Comparative Study of Law: Ch. 3, pp. 10-12
• Comments on Article 16 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 16 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 16 by Gyula Eörsi [Hungary] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 16 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 16 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• Commentarios al Articulo 16 sobre textos de 2001 por Pilar Perales [España]

• 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)
• Text of selected law journal articles and other commentaries

• Larry A. DiMatteo, Critical Issues in the Formation of Contracts under the CISG, [papers from Uniform Sales Law: the CISG at its 30th Anniversary, a conference in memory of Albert H. Kritzer, 12-13 November 2010, Belgrade] The Annals of the Faculty of Law in Belgrade - Belgrade Law Review, Year LIX (2011) no. 3 pp. 67-83
• Gyula Eörsi [Hungary], excerpt from Problems of Unifying Law on the Formation of Contracts for the International Sale of Goods, 27 American Journal of Comparative Law (1979) 311-323

• Ofer Grosskopf & Barak Medina [Israel], Rationalizing Drennan: On Irrevocable Offers, Bid Shipping and Binding Range (April 2007), American Law & Economics Association Annual Meetings, American Law & Economics Association 17th Annual Meeting, Working paper 35, available online at <http://law.bepress.com/alea/17th/art35> [Commentary on the rule of implied irrevocability in the context of a California UCC case holding an offer irrevocable based on reliance on it]

• 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

• Shahdeen Malik [India], "Offer: Revocable or Irrevocable. Will Art. 16 of the Convention on Contracts for the International Sale Ensure Uniformity?"

• Henry Mather [U.S.], Firm offers under the UCC and the CISG, 105 Dickinson Law Review (2000) 31-56

• 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

• Kazuaki Sono [Japan], Formation of International Contracts under the Vienna Convention: A Shift above the Comparative Law, in: Sarcevic & Volken ed., International Sale of Goods: Dubrovnik Lectures, Oceana (1986), Ch. 4, 111-131

• Supplementary list of citations to Article 16 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 [formation and offer and revocability or revocation) are search form entries you may wish to consider]

  Bibliography citations on formation

  Citations on revocability or revocation

  Citations on offer

  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.

• All of the CISG's Formation provisions are related to one another. By way of illustration, go to:
  • Guilio Giannini [Italy], The Formation of the Contract in the UN Convention on the International Sale of Goods: A Comparative Analysis, Nordic Journal of Commercial Law (2006/1) 30 p.; a case-annotated comparative analysis of the provisions of the CISG on Formation of the Contract, available online at <http://www.njcl.utu.fi/1_2006/article3.pdf>

  • 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). Also available in English text

  • Pilar Perales Viscasillas [Spain], The Formation of Contracts and the Principles of European Law, 13 Pace International Law Review (Fall 2001) 371-397
  • Ingeborg Schwenzer & Florian Mohs, Old Habits Die Hard: Traditional Contract Formation in a Modern World, Internationales Handelsrecht (6/2006) 239-246

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

  • Citations to broader multi-lingual 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 14 [Criteria for anoffer]; go to Annotated Text of Article 15 [When offer becomes effective: prior withdrawal]; 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]

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:

• electronic communications. For a current and authoritative ruling on electronic communications and article 16(1), go to CISG-AC Opinion no. 1, Electronic Communication under CISG, 15 August 2003. Rapporteur: Professor Christina Ramberg, Gothenburg, Sweden.
• reasonableness [16(2)(b)]. In addition to being 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]

Other Formation issues

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