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
  
• 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 21
• Editorial remarks: John Felemegas [Australia]
• Use of the Principles of European Contract Law to help interpret CISG article 21
  • Editorial remarks: John Felemegas [Australia]
  • 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 21 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedent
  • Article 21 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 21
  • 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 21 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 21 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 21 by E. Allan Farnsworth [U.S.] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 21 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 21 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• Commentarios al Articulo 21 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)
• 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

• 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

• See also formation commentaries listed below

• Supplementary list of citations to Article 21 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 and formation are search form entries you may wish to consider]

  Bibliography citations on acceptance

  Citations on formation

  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:
  • 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

  • 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

  • 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

  • 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]; 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

• 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 21(1) and (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