United Nations Convention on Contracts for the International Sale of Goods

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is the international version of article 2 of the Uniform Commercial Code. The CISG has been adopted by over 75 countries, including eight of Florida’s top ten trading partners.

The CISG applies automatically to any contract for the sale of goods between parties of signatory countries.

Highlights:
 * “The CISG is a federal law (a treaty), and, therefore, imparts federal subject-matter jurisdiction under 28 U.S.C. §1331. Thus, unlike causes of action brought under art. 2 of the UCC, claims under the CISG do not require complete diversity of citizenship and more than $75,000 to be in controversy to open federal courthouse doors.”
 * “The parol evidence rule does not apply to contracts governed by the CISG. Art. 8(3) of the convention permits courts to take “due consideration . . . to all relevant circumstances of the case including the negotiations” when interpreting an agreement.”
 * “The CISG requires courts first to consider the parties’ subjective intent when interpreting agreements.16 Only when the parties’ subjective intent cannot be determined does the CISG require a court to interpret an agreement “according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.”
 * “The CISG entirely dispenses with the statute of frauds”
 * “The CISG does not follow the UCC’s “perfect tender” rule.”

See generally The UN Convention on Contracts for the International Sale of Goods — It’s Not Your Father’s Uniform Commercial Code by Christopher C. Kokoruda, Florida Bar Journal (June 2011).