ANNOTATED TEXT OF CISG
Article 88

(2) If the goods are subject to rapid deterioration or their preservation would involve unreasonable expense, a party who is bound to preserve the goods in accordance with article 85 or 86 must take reasonable measures to sell them. To the extent possible he must give notice to the other party of his intention to sell.

(3) A party selling the goods has the right to retain out of the proceeds of sale an amount equal to the reasonable expenses of preserving the goods and of selling them. He must account to the other party for the balance.

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 (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 88
  • 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 88 at the 1980 Vienna Diplomatic Conference
• Summary of UNCITRAL legislative history
• Hague Convention antecedents
  • Article 88 match-up with ULIS
  • ULIS (full-text) and André Tunc Commentary on ULIS

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

• Comments on Article 88 from seminal 1986 text by Peter Schlechtriem [Germany]
• Comments on Article 88 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

• 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

• To identify other relevant commentaries, go to Bibliography and Bibliography Search Form [preservation and remed* (stem for remedy/remedies) 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

• Article 88 [Sale of goods] is part of the section entitled, Preservation of the goods. This section contains four articles. For links to the other three articles, go to Annotated Text of Article 85 [Seller's duty to preserve goods]; go to Annotated Text of Article 86 [Buyer's duty to preserve goods]; go to Annotated Text of Article 87 [Deposit in warehouse]

Words, phrases and concepts

• "paying the price" (88(1)). "Mr. Boggiano (Argentina) . . . the addition of a reference to paying the price, as well as to the cost of preservation [was made] in order to bring the paragraph into line with the amendment to article [85] which had been adopted." OR 413-414, paras. 51-74 [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]

• "reasonable notice of the intention to sell" (88(1)). "Mr. Ziegel (Canada) said that it was his view that the phrase 'notice of intention to sell' in the [1978] text necessarily implied reasonable notice to give the other party adequate opportunity to prevent the sale if he so wished. [If one] desire[d] to put the matter byond doubt . . . [this] could be obtained by inserting the word 'reasonable' before the phrase 'notice of the intention to sell'. . ." OR 401, para. 24.

• Change from "subject to loss or rapid deterioration" to "subject to rapid deterioration (88(2)). "Mr. Khoo (Singapore) . . . said [this change] was intended to make it clear that what was at issue was the physical state of the goods and not any economic fluctuations to which they might be subject, an interpretation which, he thought, would place an undue burden on the party preserving the goods by exposing him to the risk of making a wrong commercial judgement." OR 227, para. 40.

• notices governed by dispatch theory recited in Article 27 (notice of intent to sell preserved goods [88(1)]): for commentary on this and other notices, go to Peter Schlechtriem [Germany], Effectiveness and Binding Nature of Declarations (Notices, Requests or Other Communications) under Part II and Part III of the CISG, Cornell Review of the Convention on Contracts for the International Sale of Goods (Kluwer 1995) 95-114

• reasonableness [88(1), (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