ANNOTATED TEXT OF CISG
Article 21

(2) If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror orally informs the offeree that he considers his offer as having lapsed or dispatches a notice to that effect.

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 21
• Editorial analysis, Albert H. Kritzer [U.S.]

• 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 21 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedent
  • Article 21 match-up with ULF
  • ULF (full-text)

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

• Comments on Article 21 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 21 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

• 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

• See also formation commentaries listed below

• To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [acceptance and formation 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)

  • Burt A. Leete [U.S.], 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

  • 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]; 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 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

• 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