Texts of the CISG
Official Texts of the CISG presented at this time
For presentations of individual articles of the CISG and
annotations on each provision, see CISG
Table of Contents
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Uniform Sales Law (CISG): Synopsis of Selected Texts
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Other presentations of texts of the CISG
The intent is to present each official text and texts of the CISG
in each of the languages into which it has been translated.
Additional material
- Introduction
- Challenges present
- Contract solution recommended
Introduction
The CISG states that it has been:
"Done . . . in a single original, of which the Arabic, Chinese,
English, French, Russian and Spanish texts are equally
authentic."
There are also many unofficial translations of the CISG.
Challenges present
Tristan Laflamme states:
"An abundance of this sort may provoke two contradictory
situations. On one side, it may prove helpful to look at the
different wordings in order to solve ambiguities. In this
perspective, each text contributes to the construction of the others
and clarifies the intention of the Contracting States.[1]
The opposite may also be true, however, and the advantages of having
many authentic versions become drawbacks.[2] It
is extremely demanding to find equivalent expressions in six
languages and literal translations can be misleading.[3]
In addition, since any legal community tends to interpret a text
with distinct cultural, linguistic and social reflexes, divergent
constructions are a constant threat to the uniform application of
the Convention on the international scale."[4]
The United Nations Convention on the International Sale of Goods
(Vienna 1980): Some Significant Changes for the Practitioner, March
1994, p. 15 [essay on file at the Institute of International
Commercial Law of the Pace University School of Law].
Roy M. Goode notes "the extreme difficulty not only in
translating concepts that have no exact legal equivalent in the other
system, but also in converting the structure and syntax of one
language into the quite different structure of another." He
states:
"This can lead to an unenviable choice between precise
adherence to the original text in the translation, with the risk
that the rendering of the translation is inelegant or out of harmony
with linguistic usage, or a freer rendering which responds to the
structure and usage of the second language, but at the sacrifice of
legal accuracy." Reflections on the Harmonization of Commercial
Law, 1 Uniform L.R. (1991) 71 n. 36.
Similarly, Amy H. Kastely states:
"[W]ords used in one language . . . carry implications
different from those in another . . . The terms 'offer' and
"acceptance" provide powerful examples of this. In English
these words carry a rich heritage of legal doctrine, and their
equivalents in the Western European languages have similar depth. .
. Yet the translations of these words used in the other official
versions, such as Chinese and Arabic, do not carry similar
implications. . ." Rhetorical Analysis of the United Nations
Sales Convention, 8 NW J. Int'l L.E. Bus. 593 (1988).
Frank Diedrich states:
"[W]hen interpreting multilingual
conventions, there is an issue as to which language of the text is
authentic, since the starting point for any statutory interpretation
is logically the wording of the statute itself. This wording
represents the direct, "frozen" will of the legislature
and must be followed by all courts by virtue of its supremacy under
the separation of powers. Although multilingual conventions support
their own international acceptance, and present valuable advantages
for parties from different countries that enter a contract, there is
also the side-effect of a vast amount of possible interpretations. A
stringent presumption exists in favor of that text which an
"international legislator" declared authentic as a
representation of the legislator's actual will concerning the
grammatical meaning of the text's wording. All texts that are not
authentic are excluded from an autonomous interpretation. The only
texts that have become binding on the court by way of a ratification
of the Convention are those that were declared authentic by the
"international legislator." An "official"
translation of a multilingual convention into a non-authentic
language contains only a prima facie presumption of its correctness:
It still requires an examination and comparison to the authentic
text(s).
(. . .)
"If there are several, equally authentic
texts of a multilingual convention, it is questionable for an
autonomous interpretation to let some languages prevail over others
simply because of practical reasons as with the CISG, where there
are as many as six languages involved. As the "international
legislator" declares, since all these languages are equally
authentic, no language may prevail. A lawyer must find the accurate
text ("texte juste") by comparing them all.
"If such a comparison reveals disparities
between the authentic texts that cannot be rectified, then the
interpretation rule in article 33 of the 1969 Vienna Convention on
the Law of Treaties has to be applied which provides that the real
or normative intention of the final diplomatic conference is
decisive. The intention of the international legislator in the final
diplomatic conference can be found by way of a historical
interpretation of the travaux préparatoires. Such an
analysis reveals that concerning the CISG, the official but
non-authentic German translation that was jointly drafted by
Austria, the Federal Republic of Germany, the former German
Democratic Republic and Switzerland has to be ruled out as the basis
for an autonomous interpretation. As such, it is reasonable to
examine the English and French texts of the CISG to find a texte
juste, because these were the languages in which the
deliberations and legal negotiations among the representatives of
the Contracting States took place.
"It can be presumed then, that the English
and French texts of the CISG best represent the intentions of the
representatives at the 1980 Diplomatic Conference in Vienna as to
the exact wording of the Convention's final text. The authentic
English and French texts of the CISG form the basis for the
autonomous interpretation and definition of the term "goods/marchandises"
in article 1(1)." Maintaining
Uniformity in International Uniform Law Via Autonomous
Interpretation: Software Contracts and the CISG, 8 Pace
International Law Review (1996) 316-318 [citations omitted]
["One German author pointed out that the negotiations within
the drafting committee of the 1980 Diplomatic Conference were
exclusively done in English and that, therefore, in cases of doubt,
the English text should prevail. See Rolf Herber, in: von
Caemmerer/Schlechtriem eds., Kommentar zum Einheitlichen UN-Kaufrecht,
Beck, 2nd ed. (1995) art. 7, no. 22; See also CISG, supra
note 2, at art 7. and Ulrich Magnus, Das UN-Kaufrecht
tritt in Kraft, 51 Rabels Zeitschrift für ausländisches und
internationales Privatrecht 123, 128 (1987) (underlying the
practical importance of the English version of the CISG because of
the many legal similarities it has with the legal terminology of
common-law countries)." Id. at n.76.]
FOOTNOTES:
1. In the Judgement of August 30th, 1924, on the Mavrommatis
Palestine Concessions, the International Court of Justice states that
"Where two versions possessing equal authority exist [a tribunal]
is bound to adopt the [version which is] in accordance with the common
intention of the Parties" (A Digest of the decisions of the
International Court, vol 1, ed. K. Marek (The Hague: Martinus
Nijhoff 1974) 104).
2. Lord McNair, The Law of Treaties (Oxford: Clarendon Press
1986) 433.
3. Claude Samson, Méthodologie pour l'application uniforme des
conventions internationales, Twelfth Congress of the International
Academy of Comparative Law (Sydney/Melbourne: August 1986) 10 n.38.
4. Id at 8.
Contract solution recommended
By calling for "the meaning which best reconciles the text,
having regard to the object and purposes of the treaty", article
33 of the Vienna Convention on the Law of Treaties seeks to aid the
resolution of discrepancies in official texts. However, because one
can encounter translated words that have different meanings which are
difficult to reconcile, parties may wish to include in their contract
a Language Clause, for example, "The applicable text of the
Convention shall be the official United Nations text in the language
in which this contract is written."
