DRAFTING CONTRACTS UNDER CISG CILE C

Erscheinungsjahr 2010
ISBN: 978-0-19-534074-7
Verlag: ACADEMIC

Buch, Englisch, 632 Seiten, Format (B × H): 183 mm x 260 mm, Gewicht: 1362 g

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

Autoren/Hrsg.

Flechtner

Flechtner, Harry

Brand, Ronald

Walter, Mark

Fachgebiete

• Rechtswissenschaften Internationales Recht und Europarecht Internationales Recht Internationales Handels-, Wirtschafts- und Gesellschaftsrecht
• Rechtswissenschaften Internationales Recht und Europarecht Europarecht Europäisches Handels-, Wirtschafts- und Gesellschaftsrecht, Währungsrecht

Inhaltsverzeichnis

- PART I: SAMPLE AGREEMENT AND CLAUSES

- CISG: Taking the Leap into Drafting

- Sample Agreements of Installment Sale and Purchase

- PART II: THE CISG CHALLENGE IN DRAFTING CONTRACTS

- 1.: 25 Years of the United Nations Convention on Contracts for the International Sale of Goods

- 2.: A Comparative Perspective of the CISG

- PART 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 Contracts

- PART 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 Economist

- PART 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 CISG

- PART 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 66-70

- PART 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: APPENDIX

- United Nations Convention on Contracts for the International Sale of Goods

Über Autor(innen)

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