Drafting Contracts Under the CISG
Published on 10. January 2008
Book
Hardback
632 pages
978-0-19-534074-7 (ISBN)
Description
The CISG is the United Nations Convention on Contracts for the International Sale of Goods; a treaty ratified by about 70 countries that provides a uniform international sales law. The occasion of the CISG's 25th anniversary signals something extremely significant in the world of international commercial law: the true coming of age of the CISG, as evidenced by (and as a result of) several thousand available court and arbitration decisions world-wide applying the CISG. To celebrate this occasion, in November 2005, a conference was organized by the University of Pittsburgh's Center for International Legal Education and the United Nations Commission on International Trade Law (UNCITRAL).
This publication brings together the intellectually sophisticated yet extremely practical and original contributions written by leading CISG scholars from around the globe and practitioners experienced in dealing with the CISG. Included are 140 sample clauses, a complete model sales agreement, and contextual analysis of contract drafting issues.
The CISG is a new realty and is very relevant to US attorneys at the planning and negotiation stages of a sales transaction. It is increasingly the case that a lawyer in the US, or virtually anywhere else, cannot adequately serve a client's needs without knowledge of and skill in using the Convention to help, for example, prevent transactions from aborting over choice of law conflicts, and to offer creative alternatives that can resolve bargaining impasses.
This book features:
BL Comprehensive analysis of contract drafting issues raised by the CISG
BL A complete set of standard terms and conditions for a sales contract
BL A wide variety of sample clauses addressing important specific issues under the CISG, with accompanying analysis of matters implicated by those clauses that should be considered in the drafting process
BL Original and clearly written contributing chapters by the most noted and eminent scholars on the CISG from around the world
In this book, international commercial lawyers will find sample clauses dealing with major contract issues under the CISG, including:
BL opting into the CISG while providing an appropriate gap-filling source of law
BL passage of risk of loss
BL right to inspection of goods
BL force majeure
BL warranties and warranty disclaimers
BL limitations on remedies
BL choice of forum
BL pre-contractual relationships and prior communications
BL confidentiality of negotiations
BL retention of the power of revocation of an offer
BL strict time limits for acceptance of an offer
BL the "battle of the forms"
BL the law governing contract validity
BL parole evidence
BL party rights upon breach
BL notice requirements to preserve rights
BL notice of avoidance
BL entitlement to interest
BL specific performance versus damages
BL buyer's right to substitute goods
This publication brings together the intellectually sophisticated yet extremely practical and original contributions written by leading CISG scholars from around the globe and practitioners experienced in dealing with the CISG. Included are 140 sample clauses, a complete model sales agreement, and contextual analysis of contract drafting issues.
The CISG is a new realty and is very relevant to US attorneys at the planning and negotiation stages of a sales transaction. It is increasingly the case that a lawyer in the US, or virtually anywhere else, cannot adequately serve a client's needs without knowledge of and skill in using the Convention to help, for example, prevent transactions from aborting over choice of law conflicts, and to offer creative alternatives that can resolve bargaining impasses.
This book features:
BL Comprehensive analysis of contract drafting issues raised by the CISG
BL A complete set of standard terms and conditions for a sales contract
BL A wide variety of sample clauses addressing important specific issues under the CISG, with accompanying analysis of matters implicated by those clauses that should be considered in the drafting process
BL Original and clearly written contributing chapters by the most noted and eminent scholars on the CISG from around the world
In this book, international commercial lawyers will find sample clauses dealing with major contract issues under the CISG, including:
BL opting into the CISG while providing an appropriate gap-filling source of law
BL passage of risk of loss
BL right to inspection of goods
BL force majeure
BL warranties and warranty disclaimers
BL limitations on remedies
BL choice of forum
BL pre-contractual relationships and prior communications
BL confidentiality of negotiations
BL retention of the power of revocation of an offer
BL strict time limits for acceptance of an offer
BL the "battle of the forms"
BL the law governing contract validity
BL parole evidence
BL party rights upon breach
BL notice requirements to preserve rights
BL notice of avoidance
BL entitlement to interest
BL specific performance versus damages
BL buyer's right to substitute goods
More details
Language
English
Place of publication
New York
United States
Target group
Professional and scholarly
Dimensions
Height: 260 mm
Width: 183 mm
Thickness: 38 mm
Weight
1362 gr
ISBN-13
978-0-19-534074-7 (9780195340747)
Copyright in bibliographic data and cover images is held by Nielsen Book Services Limited or by the publishers or by their respective licensors: all rights reserved.
Schweitzer Classification
Persons
Ronald A. Brand
Professor of Law and Director of the Center for International Legal Education, University of Pittsburgh School of Law
Ronald A. Brand is Professor of Law and Director of the Center for International Legal Education at the University of Pittsburgh School of Law. His books include Fundamentals of International Business Transactions (Kluwer International Publishers 2000), International Civil Dispute Resolution (with Baldwin, Epstein, and Gordon; West 2004), Beyond the Draft UNCITRAL Digest (with Ferrari and Flechtner; Sellier 2004), and Private Law, Private International Law, & Judicial Cooperation in the EU-US Relationship, (West 2005). Professor Brand was a member of the
U.S. Delegation to the Special Commission and Diplomatic Conference of The Hague Conference on Private International Law that concluded the 2005 Convention on Choice of Court Agreements.
Harry M. Flechtner
Professor of Law, University of Pittsburgh School of Law
Harry M. Flechtner is professor of international and domestic commercial law at the University of Pittsburgh School of Law, where he joined the faculty in 1984 after three years of private law practice in Washington, D.C. He is the first four-time recipient of the Excellence in Teaching Award from the Student Bar Association at
the University of Pittsburgh Law School, and he has received the Chancellor's Distinguished Teaching Award from the University of Pittsburgh. He has authored a variety of books, articles and chapters on commercial law topics, with special emphasis on international sales law, and has been cited by the Solicitor General of the United States as one of the leading academic authorities on the [United Nations Sales] Convention.
Professor Flechtner is one of two National Correspondents for the United States to the United Nations Commission on International Trade Law (UNCITRAL), and was one of five experts appointed by UNCITRAL to prepare the initial draft of the UNCITRAL Digest of Case Law on the United Nations Convention on the International Sale of Goods. ^l
Mark S. Walter
Chief of Party, USAID Doha WTO Accession Project
Mark S. Walter currently heads the U.S. Agency for International Development Doha Project for WTO Accession in Ethiopia, a project implemented by Booz, Allen Hamilton. Mr. Walter is a trade lawyer with experience in ten different countries implementing and leading legal education and capacity building programs with a focus on international commercial law.
Most recently, he participated in a USAID sponsored Commercial, Legal, Institutional Reform and Trade Assessment of Ethiopia, designed to guide government and donors in interventions that support the enabling environment for economic growth.
^l ^lhis publication contains contributions by the most noted and eminent scholars on the CISG from around the world.^l
Professor of Law and Director of the Center for International Legal Education, University of Pittsburgh School of Law
Ronald A. Brand is Professor of Law and Director of the Center for International Legal Education at the University of Pittsburgh School of Law. His books include Fundamentals of International Business Transactions (Kluwer International Publishers 2000), International Civil Dispute Resolution (with Baldwin, Epstein, and Gordon; West 2004), Beyond the Draft UNCITRAL Digest (with Ferrari and Flechtner; Sellier 2004), and Private Law, Private International Law, & Judicial Cooperation in the EU-US Relationship, (West 2005). Professor Brand was a member of the
U.S. Delegation to the Special Commission and Diplomatic Conference of The Hague Conference on Private International Law that concluded the 2005 Convention on Choice of Court Agreements.
Harry M. Flechtner
Professor of Law, University of Pittsburgh School of Law
Harry M. Flechtner is professor of international and domestic commercial law at the University of Pittsburgh School of Law, where he joined the faculty in 1984 after three years of private law practice in Washington, D.C. He is the first four-time recipient of the Excellence in Teaching Award from the Student Bar Association at
the University of Pittsburgh Law School, and he has received the Chancellor's Distinguished Teaching Award from the University of Pittsburgh. He has authored a variety of books, articles and chapters on commercial law topics, with special emphasis on international sales law, and has been cited by the Solicitor General of the United States as one of the leading academic authorities on the [United Nations Sales] Convention.
Professor Flechtner is one of two National Correspondents for the United States to the United Nations Commission on International Trade Law (UNCITRAL), and was one of five experts appointed by UNCITRAL to prepare the initial draft of the UNCITRAL Digest of Case Law on the United Nations Convention on the International Sale of Goods. ^l
Mark S. Walter
Chief of Party, USAID Doha WTO Accession Project
Mark S. Walter currently heads the U.S. Agency for International Development Doha Project for WTO Accession in Ethiopia, a project implemented by Booz, Allen Hamilton. Mr. Walter is a trade lawyer with experience in ten different countries implementing and leading legal education and capacity building programs with a focus on international commercial law.
Most recently, he participated in a USAID sponsored Commercial, Legal, Institutional Reform and Trade Assessment of Ethiopia, designed to guide government and donors in interventions that support the enabling environment for economic growth.
^l ^lhis publication contains contributions by the most noted and eminent scholars on the CISG from around the world.^l
Author
Professor of LawProfessor of Law, University of Pittsburgh School of Law
Professor of Law and Director, Center for Legal International EducationProfessor of Law and Director, Center for Legal International Education, University of Pittsburgh School of Law
Head of PartyHead of Party, USAUD Doha WTO Accession Project
Content
PART I: SAMPLE AGREEMENT AND CLAUSES; PART II: THE CISG CHALLENGE IN DRAFTING CONTRACTS; PART III: GENERAL CONTRACT DRAFTING ISSUES: CHOOSING THE CISG (OR NOT): CHOOSING THE FORUM; CHOOSING SUPPLEMENTARY LAW; PART IV: BUSINESS ECONOMICS OF DRAFTING FOR THE CISG; PART V: SPECIFIC CONTRACT DRAFTING ISSUES: FORMATION; PART VI: SPECIFIC CONTRACT DRAFTING ISSUES: PERFORMANCE; PART VII: SPECIFIC CONTRACT DRAFTING ISSUES: BREACH AND REMEDIES; PART VIII: APPENDIX