Exam 4: The Formation and Performance of Contracts for the Sale of Goods

As an offeror, would you favor the offer/acceptance/revocation rules of the CISG or U.S. law?

The term "trade usage" refers to the customs of an industry, past dealings of merchants, and the usages of trade terminology and language.

The following sales are excluded from the CISG:

The Convention on Contracts for the International Sale of Goods (CISG) was developed to give U.S. business an advantage in international sales contracts.

In certain cases, a court excuses nonperformance of a contract where an unexpected and unforeseeable event occurs that frustrates the purpose of the contract.

The CISG makes no provision for "trade usages" since everything is defined.

The Uniform Commercial Code has provisions applicable to international business allowing substituted performance.

In practice, most force majeure clauses do not excuse a party's performance entirely but only suspend it for a while.

A U.S. company sends a purchase order to an Italian shoe company. The Italian shoe company sends a letter confirming the purchase order. The CISG provides:

Historically, multinational corporations were at a disadvantage in contract negotiations with developing countries.

The CISG requires that an acceptance materially altering the terms of the offer be approved by the original offering party.

The following are all problems faced by developing countries in their business contract relationships with wealthier nations except :

The following elements are all considered to be key elements materially altering the terms of an offer when included with an acceptance under the CISG except :

Contract law in all countries require that there be mutual assent in the establishment of a contract between the parties.

Where no price term is fixed under CISG, there is no way to have a valid sales contract.

Under the UCC, between merchants, an offer may not be revoked if it is made in a signed writing that gives assurance that it will remain open for a stated period of time.

Price reduction is not available as a buyer's remedy for the seller's breach under the CISG if:

Who will prevail in the following scenarios applying the CISG? Would your answer change if the parties selected the UCC pursuant to a choice of law clause? Please provide a short explanation for each of your answers. Scenario An attempt by an American buyer to avoid paying a French seller for goods after ignoring the French seller's request for additional time to perform the contract, which goods were delivered six days after the date provided in the contract.

Write that same contract using CISG law.

When an international seller and buyer negotiate a sales contract, they have the option to "opt out" of CISG.