ANNOTATED TEXT OF CISG
Article 19

(1) A reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.

(2) However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance.

(3) Additional or different terms relating, among other things, to the price, payment, quality and quantity of the goods, place and time of delivery, extent of one party's liability to the other or the settlement of disputes are considered to alter the terms of the offer materially.

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
  
• 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 Principles of European Contract Law to help interpret CISG article 19
  • Match-ups with Continental and Common Law domestic rules, doctrine and jurisprudence
  • Editorial remarks: Pilar Perales Viscasillas [Spain]

• 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 19 at the 1980 Vienna Diplomatic Conference
  • Tensions associated with acceptance that deviates from offer
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 19 match-up (with illustrative citations to helpful ULF case law)
  • 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 19
  • 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 19 by E. Allan Farnsworth [U.S.] at 1984 Parker School seminar of the American Association for the Comparative Study of Law: Ch. 3, pp. 14-17
• Comments on Article 19 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 19 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 19 by E. Allan Farnsworth [U.S.] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 19 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 19 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• Commentarios al Articulo 19 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)
• Texts of selected law journal articles and other commentaries
  • Paul C. Blodgett [U.S.], The U.N. Convention on the Sale of Goods and the "Battle of the Forms", 18 Colorado Lawyer (1989) 423-430
  • 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

  • Andrea Fejös [Serbia], Formation of Contracts in International Transactions: The Issue of Battle of the Forms under the CISG and the UCC [with reference to use of the UNIDROIT Principles and PECL as aids to interpreting the CISG], Thesis, Central European University, Budapest, Hungary (November 2006) 96 p.

  • Jan Hellner [Sweden], The Vienna Convention and Standard Form Contracts, in: Sarcevic & Volken ed., International Sale of Goods: Dubrovnik Lectures, Oceana (1986) para. 3, 339-342

  • J. Clark Kelso [U.S.], The United Nations Convention on Contracts for the International Sale of Goods: Contract Formation and the Battle of Forms, 21 Columbia Journal of Transnational Law (1982/83) 529-556

  • James M. Klotz / Peter Mazzacano / Antonin I. Pribetic [Canada], Case Comment: All Quiet on the CISG Front -- Guiliani v. Invar Manufacturing [Ontario, Canada: 2007], the Battle of the Forms, and the Elusive Concept of Terminus Fixus, Canadian Business Law Journal (Fall 2008), available at SSRN: <http://ssrn.com/abstract=1127850>

  • 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

  • Ulrich Magnus [Germany], Last Shot vs. Knock Out -- Still Battle over the Battle of Forms Under the CISG, in: Ross Cranston / Jan Ramberg / Jacob Ziegel eds., Commercial Law Challenges in the 21st Century: Jan Hellner in memorium, Stockholm Centre for Commercial Law: Juridiska institutionen (2007) 185-200
  • John E. Murray [U.S.], excerpt from an 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 (1988) 11-51

  • John E. Murray [U.S.], The Definitive "Battle of the Forms": Chaos Revisited, 20 Journal of Law and Commerce (Fall 2000) 1-48
  • Nguyen Trung Nam, Future of Harmonisation and Unification in Contract Law Regarding "Battle of Forms", Thesis, University of the West of England (September 2009) 68 p.

  • Pilar Perales Viscasillas [Spain], The "Battle of the Forms" Under the 1980 United Nations Convention on Contracts for the International Sale of Goods and the UNIDROIT] Principles of International Commercial Contracts, Pace International Law Review, Vol. X (1998) 97-155 [Pace essay winner]

  • Pilar Perales Viscasillas [Spain], Battle of the Forms and the Burden of Proof: An Analysis of BGH 9 January 2002, 6 Vindobona Journal of International Commercial Law and Arbitration (2002), No. 2, 217-228

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

  • Peter Schlechtriem [Germany], Battle of the Forms in International Contract Law: Evaluation of approaches in German law, UNIDROIT Principles, European Principles, CISG; UCC approaches under consideration, translation of "Kollidierende Geschäftsbedingungen im internationalen Vertragsrecht", in: Karl-Heinz Thume ed., Festschrift für Rolf Herber zum 70. Geburtstag, Newied: Luchterhand (1999) 36-49, with updated reference to 9 January 2002 ruling by the Supreme Court of Germany added thereto
  • Rob Schultz [U.S.], Rolling Contract Formation Under the UN Convention on Contracts for the International Sale of Goods, 35 Cornell International Law Journal (November 2001) 263-289
  • 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
  • Kevin C. Stemp [U.S.], A Comparative Analysis of the "Battle of the Forms", 15 Transnational Law & Contemporary Problems (Fall 2005) 243-286
  • Charles Sukurs, Harmonizing the battle of the forms: A comparison of the United States, Canada, and the United Nations Convention on Contracts for the International Sale of Goods, 34 Vanderbilt Journal of Transnational Law (2001) 1481-1515

  • Michael P. van Alstine, Consensus, Dissensus, and Contractual Obligation Through the Prism of Uniform International Sales Law, 37 Virginia Journal of International Law (1996) 1-105 [dissensus in battle-of-the-forms transactions under the CISG - a different approach than adopted by most commentators: it is this author's thesis that for conflicting terms ("dissensus"), when the contract is performed, in lieu of the customary mirror-image corollary -- the "last shot" doctrine -- "the provisions of the Convention should only be displaced in the face of . . . a contrary common intent" (for further comments on gap-filling by the Convention in a battle-of-the-forms "dissensus", see para. 170.4 of John O. Honnold, Uniform Law for International Sales, 3rd ed. (Kluwer 1999) 192)]

  • François Vergne [France], The "Battle of Forms" Under the 1980 United Nations Convention on Contracts for the International Sale of Goods, 33 American Journal of Comparative Law (1985) 233-258

  • Kaia Wildner, Art. 19 CISG: The German Approach to the Battle of the Forms in International Contract Law: The Decision of the Federal Supreme Court of Germany of 9 January 2002, in 20 Pace International Law Review (Spring 2008) 1-18
  • Supplementary list of citations to Article 19 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 [acceptance, formation, offer and battle of the forms are search form entries you may wish to consider]

    Bibliography citations on acceptance

    Citations on battle of the forms

    Citations on formation

    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>

  • 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 an offer], 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] (when a "battle-of-the-forms "transaction arises, Articles 18 and 19 may both be relevant); 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:

• certainty vs. equity. Commenting on battle-of-the-forms resolutions pursuant to Article 19, Mr. Stalev (Bulgaria) stated that "the fundamental considerations of international trade relations -- certainty and security -- [should not be sacrificed] to less important considerations, such as the flexibility of rules and equity in individual cases." OR 284, para. 25 [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]

• electronic communications. For a current and authoritative ruling on electronic communications and article 19(2), go to CISG-AC Opinion no. 1, Electronic Communication under CISG, 15 August 2003. Rapporteur: Professor Christina Ramberg, Gothenburg, Sweden.

• 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]

Other Formation issues

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