• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.12
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• pp.277-293
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• 1999

As the CISG has been legislated for a new legal system playing roles as uniform rules which govern international sale of goods, it requires appropriate criterion of interpretation. The Convention distinguishes between two levels of interpretation. One concerns the interpretation of the rules of contract law contained in the CISG itself, and the other the interpretation of specific statements or the conduct of the individual parties to a transaction.

• Journal of Arbitration Studies
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• v.19 no.1
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• pp.147-169
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• 2009

This paper deals with disputes incurred from the CISG provisions in relation with the conformity of goods with a view to finding the general way of approach made by the court and arbitration tribunal in the case laws for the interpretation of CISG based on 6(six) cases thereon. Throughout this study, it has been noted that the German Supreme Court devoted most in creating the general principle of CISG interpretation in relation with national compulsory law of regulation applicable on the conformity of goods. It was New Zealand mussels case in which the German supreme court decided that the exporting country's compulsory law of regulation would be applied in determining the conformity of goods. Furthermore, German supreme court added that CISG does not place an obligation on the exporter to supply goods, which conform to all statutory or other public provisions in force in the import state unless the same provisions exist in the export State as well, or the importer informed the exporter about such provisions existing in the import state, or the exporter had knowledge of the provisions due to special circumstances. It is stipulated in CISG that the goods conform with contract if they are fit for the purpose for which goods of the same description would ordinarily be used. When questions arise concerning matters governed by the CISG that are not expressly defined in the CISG, the question is to be settled in conformity with general principles on which the convention is based. Only when such a general principle cannot be found may the tribunal turn to other sources such as UNIDROIT Principles, Principles of European Contract Law and Lex Mercatoria, etc. Interpretation of CISG should be autonomous, in the sense that it should not depend on principles and concepts derived from any national legal system. Even where a CISG rule is directly inspired by domestic law, the court should not fall back on its domestic law, but interpret the rule by reference to the CISG with a view to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.46
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• pp.61-104
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• 2010

The purpose of this work aims to analyse the principles of good faith under international transaction with CLOUT and UNILEX cases. Article 7(1) CISG sets the stage for the interpretation by promoting a uniform approach using good faith and the international charter of the convention. In other words, article 7(1) defines the purpose and the principle of interpretation and is applied to the Convention as a whole. As such, it also includes article 7(2), which goes beyond the big picture and settles the problems of gap filling. It is also important to understanding that the mandate of the CISG is to look for a solution, which is not only restricted to interpretation but extends to solving a problem. The problem in this work is to find out how gap filling is achieved and, because of the autonomous mandate of interpretation, to explain and understand its relationship with domestic law. The solution to the interpretation of article 7(2) must be found within the four corners of the CISG. To restate, article 7(2) describes two situations where gap filling is needed. First, if the matter is governed by the Convention but not expressly settled, then a gap must be filled in conformity with general principles on which it is based. Second, if the matter is not covered then the gap must be filled taking domestic law into consideration. There are two reasons why a matter may not be covered by the Convention. First and most obviously, it has been specifically exclude from the sphere of Application by the CISG itself, such as validity in article 4. Second, changes in business methods will lead to gaps. The United Nations has established a service known as CLOUT. This contains abstracts of hundreds of selected decisions of both courts and arbitration tribunals. And UNILEX is cosponsored by the Italian Centre for Comparative and Foreign Law Studies and UNIDROIT Contract Principles. The cases are in abstract format, but, when available, the full text of the case in the original language is also supplied.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.43
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• pp.75-97
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• 2009

Article 35 of the CISG defines standards for determining whether goods delivered by the seller conform to the contract in terms of type, quantity, quality, and packaging. When we apply these article 35(1), (2) of the CISG to the business connection, we will face several issues in the business connection. Fist, we will face the interpretation of contracts. When we interpret the contract, we must remember the article 8 of the CISG. Statements made by and other conduct of a party are to be interpreted according to the intent of parties. Therefore parties of contract must describe their intent correctly. Second, we must make out a contract in written about the promised contents. And it is needed to insert a merger clause in order to prevent part of contract from disagreeing with each other. Third, there are several interpretation of fitness for the purpose for which the goods would ordinarily be used. So it is important to describe the quality standard to be applied. If it does not describe the standard, it is helpful to apply the reasonable quality test. Fourth, there may be some doubt regarding the question of whose standard-that of the seller's or that of the buyer's state-is relevant in order to determine which characteristics the goods must have in order to be fit for their ordinary purpose. Ultimately, the question of the relevant standard is a matter of the interpretation of the contract.

• Korea Trade Review
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• v.41 no.5
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• pp.15-39
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• 2016

Over the past couple of decades, we can see the emergence of a new lex mercatoria. It consists of international conventions or treaty, model laws and international principles. And such new lex mercatoria is driven by the international institutions such as UNCITRAL, UNIDROIT and ICC. The international convention and international principles in the field of international commercial transaction are considered : UN Convention on Contracts for the International Sale of Goods(CISG) and The UNIDROIT Principles(PICC Principles). The former is the statue law for the latter, and the latter sometimes supports the former as an interpretation and supplementation of CISG. So, the purpose of this article is to evaluate and investigate the current status of CISG and PICC Principles in terms of application and interpretation principles. The results are as follows. First, PICC are used for the interpretation and supplementation of international law such as CISG, but CISG is a law, not a rule. Second, CISG and PICC Principles are not often chosen when parties chose the law governing their contract. The parties very often chose a national law ; the number of the parties choosing CISG and PICC Principles as a governing law was very low.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.63
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• pp.89-110
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• 2014

Since the CISG came into force in 1 January 1988 in China, many cases as well as arbitral awards have been decided under the CISG during the period of about 30 years of its application in China. After the CISG entered into force and before the handovers of HK in 1997, the China courts or CIETAC applied CISG to the disputes between China party and HK party in many cases, even PRC reserved CISG article 95. On the Contrary, after the handovers of HK in 1997, the China courts or CIETAC did not apply CISG to the disputes between them in many cases with the reason that China filed an CISG article 95 declaration and HK is not a contracting unit. The matter is the China's contract law and civil law have convinced that the CISG is highly applicable as "International Practice" under the China law in appropriate circumstances, so sometimes China courts or CIETAC applied CISG based on the China law not CISG itself. As a result, some interpretation made by the China court or CIETAC might not comply with the international character of the CISG and to some extent even impaired the uniform application of the CISG. So the author expects more and more valuable cases to be reported which will be good for its further development.

• Korea Trade Review
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• v.41 no.4
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• pp.21-40
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• 2016

This study mainly deals with a recent case held as to the formation of contract under the United Nations Convention on International Sale of Goods(CISG). In order to analyse the fact of the case and the justification of its holdings, it examines the rules on the formation of contract under the CISG, focusing on the requirements of offer and acceptance, the time when such offer and acceptance become effective, the issues on the battle of forms. In addition to these, it particularly investigates the rules on a delayed acceptance under the CISG. After looking into those rules, it criticizes the holdings and provides legal and practical advice to contracting parties who intend to conclude a contract under the CISG as a governing law. It finds that whose e-mail in the case amounts to an offer and an acceptance is depended upon the interpretation of intention of the parties expressed in their statement. According to such interpretation, even if a purchase order is requested by the seller for the formation of contract, a contract may be concluded by a simple statement which commits the buyer himself to purchase the seller's goods. This is particularly the case where such request is made only to clarify the buyer's intention to purchase them.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.26
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• pp.3-34
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• 2005

This thesis is in focus on keeping int'l businessman in mind application of CISG to perform smoothly in the their oversea's trade in accordance with taking effect on ratification of it from first, March, 2005. First of all, they have to keep in mind that it is possible to fall within the sphere of application of CISG of their contracts made between parties whose places of business are in different countries or although they have their places of business in different contracting states, if rules of private int'l law imply or express to the application of law of contracting state. Therefore in order to avoid confusion about whether apply or not, it is necessary to customize application of CISG as a proper law of their contracts. If so, they can avoid problem of requirements as to forms and any other requirement as to forms. Secondly they must attend the use of the legislative history of CISG and the use of the int'l case law and various scholarly thesises that studied on CISG such as information of Institute of Int'l Commercial Law under School of Law, PACE University. If so, problems which can give a rise in connection with interpretation of a basic and important terminology of CISG will be successfully conquest. In addition to above mentioned attentiveness, they must keeping in mind that various problems in connection with application of provisions of CISG can give their oversea's business a obstacle. buy the way of precaution against this case, they have to collect and analyze various materials about CISG.

• International Commerce and Information Review
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• v.19 no.3
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• pp.215-235
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• 2017

The United Nations Convention on Contract for the International Sale of Goods(CISG) is legislated for unified of international sale of goods, but does not cover all concerns related to that. Arilce 4 provides the exclusions of CISG. These exclusions might be govern by a domestic law. This paper analyses what are excluding under CISG Article 4, and then provides the Korean and Chinese domestic regulations related to them. At first, whether some issues are excluding based on the interpretation of CISG Article 4 depends on the agreement of parties concerned. An issue that a national law applies even might be invalid if it does not follow the general principles of CISG. In Conclusion, CISG does not cover the validity of the contract and the property in the goods sold under CISG Article 4. a company who trades with Chines company should understand the differences of both countries' regulations about the validity of the contract and the effect of property transfer and be careful to decide a govern law to avoid unnecessary disputes about these issues even though their contract is govern by CISG.

• THE INTERNATIONAL COMMERCE & LAW REVIEW
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• v.23
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• pp.39-70
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• 2004

On the above, character of Incoterms and CISG, applicability of Incoterms to the principles of interpretation of CISG for contracts terms, and to the regulations of delivery and payment of price in connection with applicability of Incoterms to CISG are discussed. Conclusions are as follows : Although both rules is regulations which have to understand in connection with int'l trades of goods but CISG is a comprehensive substantive law in connection with a whole dealing course. On the other hand Incoterms are detailed substantive law of performance for two important sphere, that is to say, delivery and payment in the field of performance of CISG. According to both rules, letter credit is realizing processes of detailed performance for delivery and payment. As professor of Honnold's opinion, the relationship between Incoterms and CISG is peculiar and complementary. Therefore instead of considering the both from a point of pure legal views which both rules raise many problems that still a wait well consolidated and acknowledged answers, we have th consider the both with L/C system that still constitute a main payment system. Particularly ICC and Uncitral know that they are not only directly and indirectly involved in regulating process of the both sets but also can apply Incoterms to CISG on connection with the use of L/C.