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Report to the Uniform Law Conference of Canada on Convention on Contracts for the International Sale of Goods

Professor Jacob S. Ziegel, University of Toronto
July 1981

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Article 40

The seller is not entitled to rely on the provisions of articles 38 and 39 if the lack of conformity relates to facts of which he knew or could not have been unaware and which he did not disclose to the buyer.


Article 40 is an excellent example of bad faith depriving the seller of a defence to which he would otherwise be entitled. The provincial Acts contain no counterparts to art. 40 although arguably our courts might reach the same results on common law or equitable grounds. In any event art. 40 is a very sensible provision.

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Pace Law School Institute of International Commercial Law - Last updated April 23, 1999

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