ANNOTATED TEXT OF CISG
Article 73

(2) If one party's failure to perform any of his obligations in respect of any instalment gives the other party good grounds to conclude that a fundamental breach of contract will occur with respect to future instalments, he may declare the contract avoided for the future, provided that he does so within a reasonable time.

(3) A buyer who declares the contract avoided in respect of any delivery may, at the same time, declare it avoided in respect of deliveries already made or of future deliveries if, by reason of their interdependence, those deliveries could not be used for the purpose contemplated by the parties at the time of the conclusion of the contract.

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
  
• 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 Principles of European Contract Law to help interpret CISG article 73
  • Editorial analysis: Christopher Kee [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 73 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedent
  • Article 73 match-up with ULIS
  • ULIS (full-text) and André Tunc Commentary on ULIS
  • 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 73
  • 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 73 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 73 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 73 by Trevor Bennett [Australia] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 73 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 73 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• Commentarios al Articulo 73 sobre textos de 2001 por Pilar Perales [España]

• Perspectives on avoidance of installment contracts or part of contract: Chengwei Liu [China], 2nd ed. case annotated update (June 2005)
• 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 ]
• Mercédeh Azeredo da Silveira, Anticipatory Breach under the United Nations Convention on Contracts for the International Sale of Goods (December 2005)
• Michael G. Bridge [United Kingdom], Issues Arising Under Articles 64, 72 and 73 of the United Nations Convention on Contracts for the International Sale of Goods, 25 Journal of Law and Commerce (2005-2006) 405-421
• 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

• Robert Koch [Germany], excerpt from The Concept of Fundamental Breach of Contract under the United Nations Convention on Contracts for the International Sale of Goods, Pace ed., Review of the Convention on Contracts for the International Sale of Goods (CISG) 1998, Kluwer Law International (1999) 177-354 [The excerpt from this commentary reviews fundamental breach and installment sales (Article 73(1)(2))]

• Djakhongir Saidov [Uzbekistan], Anticipatory Non-Performance and Underlying Values of the UNIDROIT Principles, Uniform Law Review (2006) 795-822

• Peter Schlechtriem [Germany], Damages, avoidance of the contract and performance interest under the CISG (2006) 15 p.

• Peter Schlechtriem [Germany], Calculation of damages in the event of anticipatory breach under the CISG (2007) 14 p.

• M. Gilbey Strub, The Convention on the International Sale of Goods: Anticipatory Repudiation Provisions and Developing Countries, 38 International and Comparative Law Quarterly (1989) 475-501

• Jelena Vilus [Yugoslavia], Provisions Common to the Obligations of the Seller and the Buyer, in: Sarcevic & Volken ed., International Sale of Goods: Dubrovnik Lectures, Oceana (1986) 239-264

• Supplementary list of citations to Article 73 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 [anticipatory breach, avoidance, cancellation, fundamental breach, installment and remedies are search form entries you may wish to consider]

  Bibliography citations on anticipatory breach

  Citations on fundamental breach

  Citations on cancellation

  Citations on installment

  Citations on avoidance

  Citations on remedies

  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.

• Article 73 [Avoidance in installment contracts] is part of the section entitled Anticipatory breach and instalment contracts. This section contains three articles. For links to the other two articles, go to Annotated Text of Article 71 [Suspension of performance]; go to Annotated Text of Article 72 [Avoidance prior to the date for performance]

• Go also to Annotated Text of Article 51 [Non-conformity of part of the goods] ("Article 73(1) . . . permit[s] a party to treat each installment of an installment contract as a severable contract for purposes of avoidance . . . Article 73(1), therefore, is analogous to Article 51(1) -- the provision which permits the buyer to sever, for remedy purposes, the portion of a contract relating to a missing or non-conforming part of a single delivery." Flechtner, "Remedies Under the Convention", 8 Journal of Law and Commerce (1988) 88-89.)

• For a collection of links on avoidance; go to Annotated Text of Article 25 [Definition of "fundamental breach"]

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:

• reasonableness [73(2)]: 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]