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
  
• 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 88
  • Editorial remarks: Francesco G. Mazzotta [Italy]
  • 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
  • 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 88
  • 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 88 from seminal 1986 text by Peter Schlechtriem [Germany]

• Comments on Article 88 from monograph by Jacob S. Ziegel [Canada]

• Comments on Article 88 by Jorge Barrera Graf [Mexico] in 1987 Bianca-Bonell Commentary on the International Sales Law
• Comments on Article 88 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 Articles 87 and 88 in December 2000 text by Joseph Lookofsky [Denmark / U.S.]
• Commentarios al Articulo 88 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
• 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

• 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 88 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 [preservation and remedies are search form entries you may wish to consider]

  Bibliography citations on preservation

  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 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

• 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:

• "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

• electronic communications. For a current and authoritative ruling on electronic communications and article 88(1) and (2), go to CISG-AC Opinion no. 1, Electronic Communication under CISG, 15 August 2003. Rapporteur: Professor Christina Ramberg, Gothenburg, Sweden.
• 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

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]