CISG Article 81 ULIS Article 78
1. Avoidance of the contract 1. Avoidance of the contract
releases both parties from their releases both parties from their
obligations under it, subject to obligations thereunder, subject to
any damages which may be due. any damages which may be due.
Avoidance does not affect any
provision of the contract 2. If one party has performed
for the settlement of the contract either wholly or
disputes or any other in part, he may claim the
provisions of the contract return of whatever he has
governing the rights and supplied or paid under the contract.
obligations of the parties If both parties are required to
consequent upon the avoidance make restitution, they shall do
of the contract. so concurrently.
2. A party who has performed
the contract either wholly or
in part may claim restitution
from the other party of what-
ever the first party has supplied
or paid under the contract.
If both parties are bound to
make restitution, they must
do so concurrently.
"[CISG] Article 81 was adopted in almost the same form as Article 78 ULIS. Whilst paragraph (2) underwent only minor changes, the second sentence of [paragraph (2)] was supplemented by the addition of the words ‘any provision of the contract for the settlement of disputes’. That was intended to make it clear that such provision did not cease to be effective upon the avoidance of the contract. It shows that the contract continues to apply as a framework within which restitution takes place. [Paragraph (2) of CISG Article 81 referring] also to ‘any other provision of the contract governing the rights and obligations of the parties consequent upon the avoidance of the contract" has a similar effect . . ." Leser in Commentary on the UN Convention on the International Sale of Goods, Peter Schlechtriem ed. (Oxford 1998) 638 [citations omitted].
Pace Law School Institute of
International Commercial Law
- Last updated July 30, 1999