Contracts: International Sale of Goods and CISG

consideration

(1) Bargained-for exchange between the parties, (2) of legal value (benefit to promisor or detriment to promisee)

contract

1. agreement of 2+ parties 2. offer and acceptance 3. supported by 1. consideration (common law) or 2.cause (civil) 4. creating enforceable obligations 5. voluntarily entered into 6. by countries having capacity to contract 7.to do legal act or acts

applicability of CISG

1. b2b 2. parties have places of business in different countries 3. those different countries have both ratified CISG

what law may apply to sales contract?

1. conflict of law rules, in absence of choice of law provision in contract 2. choice of law clause in contract 3. CISG - B2B ONLY

CISG applies only to the following issues

1. formation of agreement 2.warranty provisions 3. remedies 4. excuses for non-performance

CISG does not apply to

1. validity of agreement 2. legal capacity of parties 3. fraud or misrepresentation National conflict of law rules of choice of law provision apply to these

UNIDROIT

Governing Council of the International Institute for the Unification of Private Law created the Principles of International Commercial Contracts

UNCITRAL

Provides harmonization of private international law to encourage and enhance international trade. Actively involved in the development and enactment of United Nations Conventions dealing with international trade. Also actively involved in creating model laws and legal guides addressing international trade issues.

CISG

United Nations convention on contractions for international sales of goods governs all contracts for international sales of goods between parties located in different nations that have ratified CISG and supersedes UCC and does NOT apply to sales of goods for bought for family, ships/planes, electricity

opt-out rules of CISG

possible clear and unambiguous choosing law is NOT an opt-out ex: Asante - CISG preempts contract laws of US, choice of law NOT opt-out

Uniform Commercial Code (UCC)

primary body of commercial law for domenstic transactions in US

sales law

that body of law which governs contracts for the present or future sale of goods. Does not apply to contracts of employment insurance, services, real estate, or intangibles (trademarks, stocks, bonds etc.)