ANNOTATED TEXT OF CISG
Article 25

Legislative history || Case law || Scholarly writings || Links to related articles || Words and phrases || 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
• 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 25
  • 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 25 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 25 match-up with ULIS
  • ULIS (full-text) and André Tunc Commentary on ULIS

• • 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

• Case law on fundamental breach cited in Robert Koch, The Concept of Fundamental Breach of Contract under the United Nations Convention on Contracts for the International Sale of Goods, in: Pace ed., Review of the Convention on Contracts for the International Sale of Goods (1998) 177-354. Citations in [brackets] are to the Koch text; links are to our presentations of the cases he cites.

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

• Comments on Article 25 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 25 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

• Andrew Babiak [U.S], Defining "Fundamental Breach" under the United Nations Convention on Contracts for the International Sale of Goods, 6 Temple International and Comparative Law Journal (1992) 113-143

• Olof Clausson [Sweden], Avoidance in Nonpayment Situations and Fundamental Breach under the 1980 UN Convention on Contracts for the International Sale of Goods, 6 New York Law School Journal of International and Comparative Law (1984) 93-117

• Harry M. Flechtner [U.S.], excerpt from Remedies Under the New International Sales Convention: The Perspective from Article 2 of the U.C.C., 8 Journal of Law and Commerce (1988) 53-108

• Harry M. Flechtner [U.S.], excerpt from The Several Texts of the CISG in a Decentralized System: Observations on Translations, Reservations and other Challenges to the Uniformity Principle in Article 7(1), 17 Journal of Law and Commerce (1998) 187-217

• H. Halhuber, Article 25 CISG: the problem of finding uniform meaning in a uniform wording, Ars Aequi: 43 Juridisch Studentblad (1994) 404 et seq.

• Anna Kazimierska [Poland (Thesis: Netherlands)]. The Remedy of Avoidance under the Vienna Convention on the International Sale of Goods (1998/1999 Pace essay submission)

• Alexander Lorenz [Germany], Fundamental Breach Under the CISG (Pace essay: June 1998)

• Shinichiro Michida [Japan], Cancellation of Contract, 27 American Journal of Comparative Law (1979) 279-289

• Francis A. Miniter [Canada], Buyer's Right of Rejection: A Quarter Century Under the Uniform Commercial Code and Recent International Developments, 13 Georgia Law Review (1979) 805-848

• 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

• Jianming Shen [China], Declaring the Contract Avoided: The U.N. Sales Convention in the Chinese Context, 10 New York International Law Review (1997) 7-57

• Alison E. Williams, excerpt from Forecasting the potential impact of the Vienna Sales Convention on international law in the United Kingdom (Pace essay: October 2000)

• Selected scholarly writings on fundamental breach in German, Hungarian and Italian -- illustrative subjects addressed: Fundamental breach of contract in international sales law and in Austrian sales law/Italian sales law/Nordic sales law/Fundamental breach of contract in general/and under German case law/Comparative aspects of contract avoidance due to defective goods

• To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [avoid* (stem for avoidance), cancel* (stem for cancellation/cancelation), rescission, termination, fundamental breach ("pre/1" = instruction used to confine search to commentary titles with "general" and "provisions" presented together) and remed* (stem for remedies/remedy) are search 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

• For primary avoidance provisions, go to Annotated Text of Article 49 [Buyer's right to avoid the contract] (49(1)(a) and 49(1)(b)); go to Annotated Text of Article 64 [Seller's right to avoid the contract] (see Article 64(1)(a) and 64(1)(b))

• For other provisions of the CISG that use the term "fundamental breach", go to Annotated Text of Article 46 [Buyer's right to compel performance] (see Article 46(2)); go to Annotated Text of Article 51 [Non-conformity of part of the goods] (see Article 51(2)); go to Annotated Text of Article 70 [Risk when seller is in breach]; go to Annotated Text of Article 71 [Suspension of performance]; go to Annotated Text of Article 72 [Avoidance prior to the date for performance] (see Article 72(1)); go to Annotated Text of Article 73 [Avoidance in installment contracts] (see Article 73(1) and 73(2))

• See also the provision on Notice of avoidance required, go to Annotated Text of Article 26. See as well the provisions on Effects of avoidance, go to Annotated Text of Article 81 [Effect of avoidance on obligations; Arbitration; Restitution]; go to Annotated Text of Article 82 [Buyer's inability to return goods in same condition]; go to Annotated Text of Article 83 [Preservation of other remedies]; go to Annotated Text of Article 84 [Restitution of benefits]

Words, phrases and concepts

• Foreseeability ("did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen"): go to Annotated Text of Article 74 for another reference to foreseeability

• 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

• "a reasonable person of the same kind in the same circumstances". "of the same kind", as also encountered in Article 8(2), is said to have the same meaning as the French wording "de même qualitê". "The latter phrase, which had a precise, not a general, meaning, referred to a person from the same background as the person concerned and engaged in the same occupation, the same trade activities for example." Shafik (Egypt), OR 261, para. 30

• "detriment". The phrase "substantial detriment to the other party" contained in the 1978 Draft was changed to "such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract". "Mr. Kopac (Czechoslovakia) . . . The main shortcoming of [the 1978 text] was that the fundamental breach of contract was defined by reference to what was basically a subjective concept and one that could be interpreted in many different ways. The definition [adopted] [has] the advantage of stressing that the term 'detriment' [must] be interpreted in a broader sense and set against the objective test of the contents of the contract itself." OR 330, paras. 32-33 [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]