Drafting Contracts Under the CISG

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, 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). Drafting Contracts Under the CISG is a collaborative and important result of that conference.

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 reality 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 alternatives that can resolve bargaining impasses.

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

Harry M. Flechtner, Editor
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. He received his J.D. (cum laude) from Harvard Law School, an M.A. in English and American Language and Literature from Harvard University, and an A.B. (magna cum laude) from Harvard College.

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. He co-organized, with Professor Brand, three major symposia on the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Ronald A. Brand, Editor
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 and his J.D. from Cornell Law School. He regularly teaches courses in International Business Transactions, International Trade Law, and Transnational Litigation, as well as an Introduction to American Law course for foreign law students. 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. He is a past-Chairperson of the Interest Group on International Economic Law of the American Society of International Law, a former Fulbright Scholar in Belgium, and a former Fellow of the Institute of Advanced Studies at the University of Bologna. Professor Brand has been the organizer of four major symposia on the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Mark S. Walter, Editor
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. He has served as Assistant Director for the Center for International Legal Education at the University of Pittsburgh, as an Adjunct Professor of Law and as International legal consultant specializing in contract law. Mr. Walter has extensive experience working with nascent legal communities in complying with international ag