Question

Compare and contract the CISG with the UCC - what is each and what does each apply to with respect to international law and the sale of goods internationally?

Answer 1

The CISG governs contracts for the sale of commercial goods between parties whose place of business is in different nations, for signatory nations. Contracting parties may also specify the CISG as their choice of law. Thus, even if one or both parties are from non-signatory nations, CISG rules can govern international contracts. Parties can of course opt-out through contractual provisions. As noted, CISG is not applicable to services and is not applicable to most personal, family or home goods.

Under the UCC all contracts must be in writing and, where a dispute arises, courts will not accept proof of parole unless there is ambiguity in the contract (or some other exception applies to the admissibility of proof of parol). By contrast, oral contracts and parol evidence are readily permitted under the Convention on the International Sale of Goods for the purposes of defining the contract and the intent of the contracting parties.

Under the UCC, industry standards / use can not be used to modify contracts whereas, under the CISG, such CAN may be used to modify or supply missing conditions.

Under the UCC, CAN commercial contracts are altered through conduct and course of dealings. Under CISG, however, contracts can not be changed by course-of-dealing. This may sound strange, but remember that the CISG rules allow evidence of oral modifications and also the application of industry standards / use

Legal advice should be sought when attempting to determine whether the subject matter of an international contract can be regarded as' goods' for the purposes of the CISG, as is not always clear (as is sometimes the case with software contracts, since it is not always clear whether such agreements are contracts for the sale of goods or the provision of services).