Final exam note sheet
CH 4: International Sales Law
Introduction to Contracts for the International Sale of Goods
Goods
Sale
International sales contract
Set out parties’ rights and duties
Terms and conditions
Quantity and price
Choice of law and forum
Arbitration clause
The common law
The law merchant and English sales law
US Uniform Commercial Code (UCC)
National differences in sales law
Contractual uncertainty
UN Convention on Contracts for the International Sale of Goods (CISG) – 1980
Over 70 countries have ratified, but not UK
Incorporates national differences in approach to contract law
Skews toward US/UK law
- Contract Requirements under Common Law/UCC
Agreement
Offer and acceptance
Consideration
Capacity of parties
Legality
CISG
CISG applies if the transaction
Involves commercial sale of goods
Is between parties whose places of business are in different countries
Places of business are in countries that have ratified the CISG
Choice of law provision
Parties may “opt out” of CISG and specify their own choice of governing law
Sales Excluded from the CISG
Consumer goods
Vessels, aircraft, ships
Assembly contracts where buyer provides substantial amount of parts for assembly
Preponderant part for labor or services
Contracts imposing liability for death or personal injury caused by goods
Parties agree to “opt out”
CISG does not provide rules for
Determining contract’s validity
Contracts with subject matter illegal under laws of either country are void
Consideration is not mentioned and does not seem to be required
Whether party has legal capacity
Whether fraud or misrepresentation has occurred
Writing requirement
Writing not required
Many countries do not have requirement
Compare with UCC (Statute of Frauds)
Nevertheless, written contract is strongly recommended
US, Japan, China and EU have digital signature laws
Contract interpretation
Unlike UCC, parol evidence admissible; court may consider all relevant circumstances
Mutual
Introduction to Contracts for the International Sale of Goods
Goods
Sale
International sales contract
Set out parties’ rights and duties
Terms and conditions
Quantity and price
Choice of law and forum
Arbitration clause
The common law
The law merchant and English sales law
US Uniform Commercial Code (UCC)
National differences in sales law
Contractual uncertainty
UN Convention on Contracts for the International Sale of Goods (CISG) – 1980
Over 70 countries have ratified, but not UK
Incorporates national differences in approach to contract law
Skews toward US/UK law
- Contract Requirements under Common Law/UCC
Agreement
Offer and acceptance
Consideration
Capacity of parties
Legality
CISG
CISG applies if the transaction
Involves commercial sale of goods
Is between parties whose places of business are in different countries
Places of business are in countries that have ratified the CISG
Choice of law provision
Parties may “opt out” of CISG and specify their own choice of governing law
Sales Excluded from the CISG
Consumer goods
Vessels, aircraft, ships
Assembly contracts where buyer provides substantial amount of parts for assembly
Preponderant part for labor or services
Contracts imposing liability for death or personal injury caused by goods
Parties agree to “opt out”
CISG does not provide rules for
Determining contract’s validity
Contracts with subject matter illegal under laws of either country are void
Consideration is not mentioned and does not seem to be required
Whether party has legal capacity
Whether fraud or misrepresentation has occurred
Writing requirement
Writing not required
Many countries do not have requirement
Compare with UCC (Statute of Frauds)
Nevertheless, written contract is strongly recommended
US, Japan, China and EU have digital signature laws
Contract interpretation
Unlike UCC, parol evidence admissible; court may consider all relevant circumstances
Mutual