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Reproduced with permission of 17 Journal of Law and Commerce (1998) 343-353

CISG: From the Perspective of the Practitioner

V. Susanne Cook


I. Comparing Some Key Provisions of CISG to the Uniform Commercial Code

A. The Statute of Frauds
B. Warranty disclaimers
C. The battle of the forms

II. On Opting into and out of CISG

A. Advantages
B. Disadvantages
C. Opting into CISG

III. Conclusion


Like it or not, most companies operate in an international environment where economic success is measured in terms of international as well as domestic performance.[1] International trade of goods has grown steadily, offering exciting opportunities for growth and expansion not available to companies that conduct business on a strictly domestic basis.[2] Cross-border trade has become the new frontier, where opportunities abound for those able to adapt to the rules of international trade.[3]

In this time of unprecedented globalization of trade, the United Nations Convention on Contracts for the International Sale of Goods (CISG) [4] responds to the need for a uniform sales law with international application and acceptance.[5] When law is at its best, it serves and mirrors the values of society and resolves conflicts in a manner that is consistent [page 343] with such values and expectations.[6] In the case of CISG, with application in fifty Contracting States spanning five continents[7] and diverse legal systems and traditions,[8] that is a formidable task. CISG is fortunate to have a successful predecessor in Lex Mercatoria, the merchants' law created by merchants and administered by special merchant courts.[9]

This article is written from the point of view of a practitioner, where practical considerations may defeat scholarly insights. After comparing how the Uniform Commercial Code ("U.C.C.") and CISG deal with the statute of frauds, warranty disclaimers and the battle of the forms dilemma, this article argues that CISG is a good law. It accurately reflects business norms and, with respect to the manner in which it addresses the battle of the forms riddle, is apt at offering guidance. However, this article ultimately concludes that while CISG has been admitted as a full member of Lex Mercatoria among scholars, it is still in the process of earning this honor among merchants, legal practitioners and the courts.

I. Comparing Some Key Provisions of CISG to the Uniform Commercial Code

CISG is the international counterpart to the Uniform Commercial Code and generally applies to all sales transactions where the parties [page 344] have their places of business in different Contracting States.[10] There is, therefore, a natural inclination to compare the accepted and familiar provisions of the Uniform Commercial Code to the new, and not yet proven, provisions of the CISG.[11] This approach is sound when used as a point of reference for U.S. practitioners and merchants, but critiquing CISG merely for being different from the U.C.C. status quo will not further the debate, since difference, in itself, is not negative. Sometimes different may be better, or it may be merely an equally good alternative solution in an imperfect world. Subsections (A) and (B) below are examples of the former while Subsection (C) is an example of the latter.

A. The Statute of Frauds

As a modern statute, CISG had the benefit of guidance from practitioners and scholars concerning their experiences under prior sales law throughout the world.[12] As a result, CISG is generally in touch with the expectations of the business community. For example, CISG abandons the U.C.C.'s formalistic approach of the statute of frauds[13] which generally requires contracts for the sale of goods over $500 to be evidenced in a writing. CISG proclaims a practical approach that recognizes freedom of contract: "A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.[page 345]"[14]

Most U.S. practitioners abhor the thought of abandoning the statute of frauds which they argue is necessary to stop the floodgates of fraud based on oral assertions.[15] This reasoning ignores the many exceptions to the statute of frauds under the U.C.C. and common law[16] which, in practice, result in the enforcement or recognition of many oral agreements.[17]

Among international traders, a minimum level of sophistication can be presumed and there is no reason to disregard an agreement merely because of the absence of a writing. Business people like to conduct business without restraints imposed by formalistic requirements that divert attention and effort from their main goal: the conduct of business. In practice, the "dreaded" no-writing requirement is not an invitation to fraud, since CISG requires that the agreement be "proved," a tough, but justified, hurdle for any oral agreement to overcome.[18] If credible evidence is produced to prove the existence of an agreement, the agreement should be enforced. Most business people, even if operating in a purely domestic context, expect to be bound by a definite agreement reached between the parties and will be outraged if a court fails to enforce an agreement for the sole reason that it fails to be evidenced in writing.[19]

B. Warranty Disclaimers

CISG does not adhere to any formalistic rules with respect to disclaimers of warranties. Under the U.C.C., a disclaimer of the warranty of merchantability is effective only if it mentions the word "merchantability" and, if in writing, it is deemed to be "conspicuous."[page 346]

A disclaimer of the warranty of fitness for a particular purpose under the U.C.C. is effective only if it is both in writing and conspicuous.[20] These disclaimer rules have been in effect for many years; still, countless domestic sales transactions proceed every day pursuant to defective terms and conditions of sale without conspicuous warranty disclaimers.[21] The preoccupation with warranty disclaimer language is largely academic. In a competitive world, most sellers will not stay in business unless they offer goods that "pass without objection . . . under the contract description," are of "fair average quality," "are fit for the ordinary purpose for which such goods are used," "run, within the variations permitted by the agreement," "are adequately contained," "conform to the promise or affirmations of fact made on the container or label"[22] and are fit for the particular purpose of which the seller knew or had reason to know.[23]

Under CISG, the presumption is that the goods "are fit for the purpose for which goods of the same description would ordinarily be used" and are "fit for any particular purpose expressly or impliedly made known to the seller at the time of the conclusion of the contract."[24] However, this presumption is subject to an express agreement among the parties to the contrary.[25] Under CISG, the only question is whether the disclaimer is a part of the agreement between the parties, arguably a tougher, yet ultimately fairer standard.[26] Ultimately, merchants understand that they could get caught on either side of the equation and would prefer a rule that discourages results based on formalistic legal rules. CISG responds to this expectation.

C. The Battle of the Forms

When the offer and its acceptance contain different or additional terms, as is frequently the case where the seller and the buyer simply exchange forms with small-print conditions on the reverse side, and a dispute arises, the issue becomes: Is there a contract, and if a contract has been formed, what are its final terms. The riddle is impossible to solve with any degree of certainty or justice. Enforcing the terms proposed by [page 347] one party over those of the other party may cause an unfair advantage for the party so chosen. The problem is that the parties had a basic understanding, but never addressed or concluded on the fine points. A court is now asked to fill in the details of the agreement that the parties never negotiated to conclusion.

Where the parties have begun to perform or otherwise act as if a contract has been formed, both the U.C.C. and CISG agree that a contract exists, but render little guidance on what the terms of the agreement are.[27] Where the parties have merely exchanged forms that contain different or additional terms, but have agreed on basic business terms, i.e., the description of the goods, the quantity, the price and maybe a few additional details, the U.C.C. starts from the premise that a contract has been formed.[28] In contrast, CISG follows the old common law mirror image rule, which insists that a meeting of the minds never occurred and, therefore, no contract exists.[29] These extreme and harsh positions are softened, in the case of the U.C.C., by recognizing the avoidance of the contract where "acceptance is expressly made conditional on assent to the additional or different terms"[30] and, in the case of CISG, by accepting the formation of a contract if such different or additional terms "do not materially alter the terms of the offer."[31] Ultimately, neither the U.C.C. nor CISG have found a satisfactory balance between contract avoidance, contract formation and determining the substance of any resulting contract. Both the U.C.C. and CISG attempt to resolve the impossible predicament [page 348] created by a typical battle of the forms riddle, but must fail.[32] Under either approach, there will be winners and losers determined through the artificial operation of the respective rules, but the rules do not create a consistent pattern that satisfies our basic sense of fairness and justice.


II. On Opting into and out of CISG

Much to its credit, CISG is a flexible and modern sales law that promotes and respects the freedom of the parties to a sales contract to contractually deviate from its provisions, including the election to opt out of CISG and choose the application of an entirely different body of law.[33] Most U.S. practitioners confronted with the issue are delighted with this choice and generally elect, without any hesitation and little reflection, to apply the familiar and trusted U.C.C.[34] While the lack of reflection may be misguided, the conclusion may well be appropriate in many instances. On the other hand, although there are many reasons for avoiding the application of CISG, there are situations and circumstances that would render it quite appropriate to opt into CISG. To be clear on the rationale for each choice, it is helpful to review, from the point of view of the U.S. practitioner, the relative advantages and disadvantages of CISG.

A. Advantages

CISG has been a tremendous international success: ten years after it entered into force, it has been accepted by fifty Contracting States as the law that governs the international sale of goods.[35] It has clearly achieved one of its main goals and objectives: the creation of a uniform body of international sales law with almost universal acceptance. This acceptance is well-founded since CISG is a fair and well-drafted law that generally reflects the expectations of the parties to an international sales transaction. Objectively, it is a good law.[page 349]

More importantly, however, practitioners around the world generally view CISG as a good law that promotes fair and honorable solutions without affording any obvious or hidden advantages to either side.[36] CISG was drafted with the input from representatives of all legal systems and stages of economic development around the world. This thoughtful drafting process is now bearing fruit.[37] The suggestion to apply CISG to a sales contract is generally viewed as a constructive gesture to conclude a contract that is governed by even-handed rules. Certainly, most attorneys will choose their own domestic law if this choice is available, but CISG is generally viewed as a solid compromise when the parties cannot agree on whose countries' laws should apply.

Since CISG is an acceptable choice, its default feature affords a tremendous amount of comfort to practitioners who can now agree to disagree and postpone selecting the applicable choice of law until a later date. If agreement on choice of law is never reached, CISG is an acceptable outcome. CISG offers a real alternative to stalling a transaction over a disagreement about choice of law.[38]

B. Disadvantages

One of the main purposes of commercial law is to create predictability. To practitioners, an otherwise undesirable outcome may be acceptable, if the outcome is predictable and can be mitigated through the selection of another structure, the purchase of insurance or some other mechanism that reduces the associated risk to an acceptable level. As a uniform statute with an impressive roster of Contracting States, CISG has made tremendous strides towards uniformity and predictability. Among scholars, CISG has been hailed as the new Lex Mercatoria,[39] an honor it deserves in light of its inclusive drafting procedure and acceptance among scholars, but it is still in the process of earning recognition among courts, practitioners and merchants. Courts have not yet developed an understanding of CISG, its "international character" and its mandate [page 350] to "promote uniformity in its application."[40] In theory, two identical cases interpreting CISG, one of which is before a U.S. court and the other before a French court, should both reach similar conclusions. There is, however, no mechanism in place that would ensure that they do.

Ten years ago when CISG was first enacted, many observers immediately expected to see a landslide of decisions under CISG. The landslide never occurred since most practitioners and merchants routinely opt out of CISG.[41] To most practitioners and merchants, CISG continues to evoke the general sense of discomfort that stems from the unknown. Education is only part of the remedy; time may prove to be the other as more decisions applying CISG are published and courts develop a method of interpretation that takes into account the international context of CISG and produces predictable results within acceptable degrees of variation.

Most practitioners, even those that have developed a comfortable level of expertise about CISG, are not yet selecting the application of CISG with the same carefree attitude commonly associated with choosing to apply the U.C.C. CISG is still an unproven commodity, where the outcome of a dispute is difficult to predict. Any case arising under CISG is likely to be a case of first impression, without guidance from prior decisions. Few practitioners have been involved in resolving disputes through negotiation, and even less have had the opportunity to actually litigate a case arising under CISG. Any case arising under CISG involves increased research time to understand the international context of CISG, review the precise articles under CISG and research prior U.S. and foreign decisions[42] and scholarly writing that address the issues in the case.[43] Until CISG seasons into a statute that enjoys wide familiarity among practitioners and a recognized tradition of fair interpretation in the courts,[page 351] practitioners and merchants will be inclined to negotiate for application of the home advantage, i.e., applying the U.C.C.

C. Opting into CISG

There are situations, however, where it is quite reasonable to affirmatively embrace CISG as a first choice. Many companies that trade internationally have developed one set of international terms and conditions of sale or purchase for all international sales transactions. While these terms and conditions typically provide for the application of the U.C.C., everybody understands that this choice of law selection may be defeated by any number of foreign laws that fall to recognize the entire choice of law clause or a specific result achieved by application of the U.C.C. Many companies have made the business decision that it is impractical, and not supportable by the potential risk, to request local counsel, in each case, to review the terms and conditions of sale for compliance with applicable local law. In this situation, application of CISG would solve much of the dilemma and achieve application of a single body of law, at least with respect to the sale of the goods portion of the relationship. Related issues, such as the rights and obligations in the event of a products liability claim or the retention of a security interest by the seller until the goods have been paid for in full,[44] are not subject to CISG and a fall-back law should be chosen.[45]

A tremendous amount of international business is conducted every day pursuant to standard terms and conditions of sale. The international business community is still hesitant to embrace CISG even with respect to its standard sales contracts. One of the main obstacles, but one that is relatively easy to fix, is the lack of commercially available standard terms and conditions that contain provisions that address the full range of issues that typically arise in any agreement for the international sale of goods. As a guide, certain sample clauses addressing specific issues have been developed and analyzed in scholarly writings.[46] The impact on practitioners of the lack of practical guidance concerning drafting should not be underestimated. Practitioners are under constant scrutiny to be right [page 352] all, or at the very least most, of the time. As long as an express election of CISG means drafting an agreement where few have ventured, CISG will always remain a far second choice among practitioners.

III. Conclusion

The slow acceptance of CISG among U.S. practitioners should not be mistaken for rejection. The substantive provisions of CISG are well-drafted, fair and generally reflect the expectations of the business cornmunity. There is little hesitation to embrace CISG as a solid compromise position if the application of the U.C.C. is not available. Finally, and this may be of increasing influence, CISG has a solid future as the law of first choice for standard documents that will be used for sales transactions in many countries. In that case, it is simply not feasible to draft provisions that will be uniformly accepted under every foreign law. Practitioners should recognize that CISG offers a valuable tool for the drafting of standard international sales agreements.[page 353]


1. According to a World Trade Organization Report dated October 31, 1996, during the period from 1980 to 1995, international trade of products more than doubled. The same report noted that, from 1982 to 1996, international trade of products to and from the United States more than tripled. See Open Markets-Domestic and Worldwide-Remain the Key to U.S. Growth (Oct. 31, 1996) ( [hereinafter Open Markets]. For a general discussion, see Maria L. Cattaui, The Global Economy - An Opportunity to be Seized, I.C.C. Bus. World (July 17, 1997) (

2. In 1995, the ratio of trade to GDP for the United States reached 23.6%, a 3% increase over 1990. See Open Markets, supra note 1.

3. See, e.g., Global Economy: UN Sees Steady Growth Ahead, The Economic Intelligence Unit Ltd., Feb. 6, 1997, available in Lexis, News Library Allnews File.

4. United Nations Convention on Contracts for the International Sale of Goods, Apr. 11, 1980, S. Treaty Doc. No. 98-9 (1983), 19 I.L.M. 668 (1980-) [hereinafter CISG] (entered into force on Jan. 1, 1988), available in 15 U.S.C.A. app. at 49 (West Supp.1996), 52 Fed. Reg. 6262-80, 7737 (1987), U.N. Doc. A/Conf.97/18 (1980).

5. There is an extensive literature concerning the basic goal and objective of CISG to create a uniform sales law with universal application. CISG is the brainchild of the United Nations Commission on International Trade Law (UNCITRAL) and was created for the purpose of promoting the progressive harmonization and unification of the law of international trade. See, e.g., John O. Honnold, Uniform Law for International Sales Under the 1980 United Nations Convention (2d ed. 1991); Gyulu Eörsi, A Propos the 1980 Vienna Convention on Contracts for the International Sale of Goods, 31 Am. J. Comp. L. 333 (1983); Phanesh Koneru, The International Interpretation of the UN Convention on Contracts for the International Sale of Goods: An Approach Based on General Principles, 6 Minn. J. Global Trade 105 (1997); Arthur Rosett, Critical Reflections on the United Nations Convention on Contracts for the International Sale of Goods, 45 Ohio S. L.J. 265 (1984).

6. The international business community has a basic sense, a commercial international law, of how international business is to proceed, such as how a contract is formed; how parties should deal with each other in the event of a delay, non-conformance or other unexpected occurrence; and what remedies should be available in the event the parties cannot resolve matters without litigation or arbitration.

7. As of January 1, 1998, according to the Treaty Section of the United Nations, the following countries had ratified CISG: Argentina, Australia, Austria, Belarus, Bosnia and Herzegovina, Bulgaria, Canada, Chile, China, Cuba, Czech Republic, Denmark, Ecuador, Egypt, Estonia, Finland, France, Georgia, Germany, Ghana, Guinea, Hungary, Iraq, Italy, Latvia, Lesotho, Lithuania, Luxembourg, Mexico, Mongolia, Netherlands, New Zealand, Norway, Poland, Republic of Moldova, Romania, the Russian Federation, Singapore, Slovakia, Slovenia, Spain, Sweden, Switzerland, Syrian Arab Republic, Uganda, Ukraine, the United States of America, Venezuela, Yugoslavia, and Zambia. See The United Nations Treaty Collection (Jan. 1, 1998)(

8. Generally, English-speaking countries adhere to the "Common Law" system, which derives its origin from England. The rest of the world adheres, in one form or another, to the "Civil Law" approach, which Seeks continuity and guidance from generally worded "codes" and general principles. For a brief overview concerning the relationship between CISG and the "Common Law" and "Civil Law" legal systems, see B. Blair Crawford, Drafting Considerations Under the 1980 United Nations Convention on Contracts for the International Sale of Goods, 8 J.L. & Com. 187 (1988).

9. For a discussion on the historical background on Lex Mercatoria, see Franco Ferrari, Uniform Interpretation of the 1980 Uniform Sales Law, 24 Ga. J. Int'l & Comp. L. 183, 185 (1994).

10. See CISG, supra note 4, art. 1.

11. See, e.g., Crawford, supra note 8; Louis F. Del Duca & Patrick Del Duca, Practice Under the Convention on International Sale of Goods (CISG): A Primer for Attorneys and International Traders (Part II), 29 U.C.C. L.J. 99 (1996); Mitchell Stocks, Risk of Loss Under the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods: A Comparative Analysis and Proposed Revision of UCC Sections 2-509 and 2-510, 87 Nw. U.L. Rev. 1415 (1993); Peter Winship, Changing Contract Practices in the Light of the United Nations Sales Convention: A Guide for Practitioners, 29 Int'l Law, 525 (1995).

12. See supra text accompanying note 5 (summarizing the UNCITRAL approach to uniformity and harmonization of law). From its inception, UNCITRAL recognized that it could fulfill its mandate for the "progressive harmonization and unification of the law of international trade" only if the various legal systems and cultures around the world adopted CISG as a fair and acceptable solution to conflicts arising in international trade. A survey conducted by UNCITRAL concluded that the predecessors to CISG, the Uniform Law for International Sales and the Uniform Law on the Formation on Contracts; did not enjoy widespread recognition due to the perception that they were drafted without global representation. UNCITRAL skillfully executed its plan of drafting a sales convention based upon input from all interest groups.

13. See U.C.C. § 2-201 (1995).

14. CISG, supra note 4, art. 11; see also id. at art. 29 (permitting parties to contractually agree to require modification and termination to be in writing, subject, however, to the limitation that, "a party may be precluded by his conduct from asserting such a provision to the extent that the other party has relied on that conduct."). But see CISG, supra note 4, at art. 12 (permitting Contracting States to exclude the application of Article 11). As of January 1, 1998, Argentina, Belarus, Chile, China, Estonia, Hungary, Latvia and Lithuania have submitted a reservation not to be bound by Article 11. See The United Nations Treaty Collection, supra note 7.

15. The continued support of the statute of frauds in the United States may be based not so much on an endorsement of the rule itself, but on a deep-seated distrust of the skills and objectivity of a jury who may be the ultimate fact-finder. See Crawford, supra note 8, at 194-95; Del Duca & Del Duca, supra note 11, at 113-18; Winship, supra note 11, at 541-42.

16. The U.C.C. Article 2 statute of frauds is deemed satisfied if: (1) between merchants, a confirmatory writing has been received that is not objected to within 10 days by the receiving party; and (2) the manufacture of specially manufactured goods has commenced, the existence of the contract is admitted in a court proceeding by a party against whom enforcement is sought, or payment has been made and accepted. See U.C.C. § 2-201(2), (3). In addition, such theories as fraud, unjust enrichment, and justifiable reliance may operate as an exception to the statute of frauds.

17. See, e.g., Del Duca & Del Duca, supra note 11, at 115-18.

18. See CISG, supra note 4, art. 11 ("A contract of sale need not be concluded in or evidence by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.").

19. This article does not address the merits of the statute of frauds in the context of consumer transactions or other categories of agreements typically involving unsophisticated parties.

20. See U.C.C. §§ 2-314, 2-315, 2-316.

21. Frequently, disclaimers fail to use typeset that complies with the conspicuousness requirement. In fact, the quality of the warranty disclaimer clause is useful as a quick litmus test at the initial review of terms and conditions of sale.

22. U.C.C. § 2-314.

23. See id. § 2-315.

24. See CISG, supra note 4, art. 35(2)(a), (b).

25. See CISG, supra note 4, art. 35.

26. See Crawford, supra note 8, at 202-03.

27. See U.C.C. § 2-207(3).

"Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act."Id. See also CISG, supra note 4, at art. 18(1) ("A statement made by or other conduct of the offeree indicating assent to an offer is an acceptance."). Id.

28. See U.C.C. § 2-207(1).

29. See CISG, supra note 4, art. 19(1).

30. U.C.C. § 2-207(1). In practice, this has become an area of the law where "magic words" that successfully trace the wording of the statute prevail over the additional or different terms of the other party, while similar provisions, which to the average reader have the same meaning, are frustrated and defeated.

31. See CISG, supra note 4, art. 19(2), providing:

"However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects orally to the discrepancy or dispatches a notice to that effect. If he does not so object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance." Id.

32. For a good overview and critique of the U.C.C. and CISG approaches to the battle of the forms riddle, see, e.g., John E. Murray, Jr., An Essay on the Formation of Contracts and Related Matters Under the United Nations Convention on Contracts for the International Sale of Goods, 8 J.L. & Com. 11, 38-44 (1988); and see also Ronald A. Brand & Harry M. Flechtner, Arbitration and Contract Formation in International Trade: First Interpretations of the U.N. Sales Convention, 12 J.L. & Com. 239, 243-45 (1993).

33. See CISG, supra note 4, art. 6 ("The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.").

34. As a result, most reported cases have arisen under CISG merely because the parties, or their counsel, failed to consider the application of CISG and arrived at litigating under CISG by default only.

35. See The United Nations Treaty Collection, supra note 7.

36. This general acceptance of CISG as a fair law is not necessarily based on an analysis of the provisions of CISG, but a general worldwide reputation which has its origin in the UNCITRAL drafting process. See supra text accompanying note 12.

37. See id.

38. Since CISG only deals with sales of goods transactions, any related agreements such as distribution and licensing agreements would require an affirmative selection of the parties with respect to choice of law. See infra note 45.

39. See, e.g., Ferrari, supra note 9, at 187-89; Stewart F. Hancock, Jr., A Uniform Commercial Code for International Law? We Have It Now, 67 N.Y. St. B.J. 20 (1995).

40. See CISG, supra note 4, art. 7; see also V. Susanne Cook, Note, The Need for Uniform Interpretation of the 1980 United Nations Convention on Contracts for the International Sale of Goods, 50 U. Pitt. L. Rev. 197 (1988) [hereinafter Cook, Note] (discussing the need to develop a process of interpretation that reviews and takes into account foreign decisions on point); V. Susanne Cook, The U.N. Convention on Contracts for the International Sale of Goods: A Mandate to Abandon Legal Ethnocentricity, 16 J.L. & Com. 257 (1997) (reviewing the first circuit court case interpreting CISG, Delchi Carrier SpA v. Rotorex Corporation, 71 F.3d 1024 (2d Cir. 1995)).

41. See Del Duca & Del Duca, supra note 11, at 103 (remarking that as of January 1, 1996, only 142 CISG cases had been reported).

42. See Cook, Note, supra note 40, at 226.

43. To most practitioners, the international research requirements of CISG must appear as an almost insurmountable task. However, with ever-improving access to information through computer-based research, the day is close when research under CISG is no more burdensome than research under the U.C.C.

44. See CISG, supra note 4, arts. 4(b), 5.

45. Since Article 6 of CISG permits the parties to a sales transaction to elect any other law the parties desire, as a practitioner the issue is to advise clients on how to choose the law applicable to a sales transaction that will best protect the interests of the client. See CISG, supra note 4, art. 6. With respect to the pool of feasible choices, in the United States, courts will generally enforce a choice of law clause where such choice bears a "reasonable relationship" to the parties of the transaction and the transaction itself. See U.C.C. § 1-105.

46. See, e.g., Crawford, supra note 8; Winship, supra note 11.

Pace Law School Institute of International Commercial Law - Last updated February 28, 2001

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