Drafting Contracts Under The Cisg

Hardcover | October 15, 2007

byHarry M. Flechtner, Ronald A. Brand, Mark S. Walter

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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 ofinternational 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'sCenter 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, andcontextual 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 theConvention to help, for example, prevent transactions from aborting over choice of law conflicts, and to offer alternatives that can resolve bargaining impasses. This book features: * Comprehensive analysis of contract drafting issues raised by the CISG * A complete set of standard terms and conditions for a sales contract * 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 * 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: * opting into the CISG while providing an appropriate gap-filling source of law * passage of risk of loss * right to inspection of goods * force majeure * warranties and warranty disclaimers * limitations on remedies* choice of forum * pre-contractual relationships and prior communications * confidentiality of negotiations * retention of the power of revocation of an offer * strict time limits for acceptance of an offer * the "battle of the forms" * the law governing contract validity * parole evidence * party rights upon breach * notice requirements to preserve rights * notice of avoidance * entitlement to interest * specific performance versus damages * buyer's right to substitute goods

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From the Publisher

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 ofinternational commercial law: the true coming of age of...

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. He received his B.A. from the University of Nebraska a...
Format:HardcoverDimensions:512 pages, 6.89 × 10.12 × 1.42 inPublished:October 15, 2007Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0195340744

ISBN - 13:9780195340747

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Table of Contents

PART I: SAMPLE AGREEMENT AND CLAUSESCISG: Taking the Leap into DraftingSample Agreements of Installment Sale and PurchasePART II: THE CISG CHALLENGE IN DRAFTING CONTRACTS1. 25 Years of the United Nations Convention on Contracts for the International Sale of Goods 2. A Comparative Perspective of the CISGPART III: GENERAL CONTRACT DRAFTING ISSUES: CHOOSING THE CISG (OR NOT): CHOOSING THE FORUM; CHOOSING SUPPLEMENTARY LAW 3. Choice of Law and the CISG: Opting In and Opting Out 4. Choice of Forum and CISG: Remarks on the Latters Impact on the Former 5. A New Role for Litigation in CISG Contracts: The 2005 Hague Choice of Court Convention 6. 25 Years of the CISG: An International lingua franca for Drafting Uniform Laws, Legal Principles, Domestic Legislation and Transnational ContractsPART IV: BUSINESS ECONOMICS OF DRAFTING FOR THE CISG 7. Preliminary Agreements and CISG Contracts 8. The Business Layers Perspective 9. The CISG: Perspectives from an EconomistPART V: SPECIFIC CONTRACT DRAFTING ISSUES: FORMATION 10. Contract Formation: UCC and CISG 11. CISG Articles 14-24 12. Addressing Parol Evidence Issues in Contracts Governed by the CISGPART VI: SPECIFIC CONTRACT DRAFTING ISSUES: PERFORMANCE 13. TOOLING UP FOR WARRANTIES WITH THE CISG CASE DIGEST 14. Force Majeure and CISG Article 79: Competing Approaches and Some Drafting Advice 15. Delivery Terms and the Passing of Risk: Drafting Clauses Related to CISG Articles 66-70PART VII: SPECIFIC CONTRACT DRAFTING ISSUES: BREACH AND REMEDIES 16. Drafting Contracts to Deal with Insecurity and Prospective Breach (Articles 71, 72, 73(2)) 17. Dealing with Non-ConformityA Transaction Test Analysis of CISG Regulations on Examination and Notice under Articles 38-44 18. Delays in Performance Under CISG 19. Dealing with Avoidance and Its Consequences: Articles 49(2), 64(2), and 81 thru 88 20. The UNCITRAL Digest, the Right to Interest, and the Interest Rate Controversy 21. Liquidated Damages, Specific Performance Clauses, Limitations on Remedies, and Attorneys Fees PART VIII: APPENDIXUnited Nations Convention on Contracts for the International Sale of Goods