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International Business Contracts: UK Sales Law and CISG- Fatima

Why the UK is an outlier in handling sales legislation

by Fatima Freifer

case management software, practice management software, legal accounting software, legaltech, technology for lawyers, case management, immigration, london, united kingdom

Introduction

The United Kingdom is one of the world’s last industrialised countries to have not ratified the United Nations Convention on Contracts for the International Sale of Goods, or CISG for the purposes of court terminology uk. [1]

For decades, the UK CISG debate has raged on in parliament, in fact by logic of its very nature, the parliament etymology term is derived in part from the French verb parler, which means to speak, which makes sense given that this group of people has gathered to discuss laws and issues. This is in line with existing analysis primarily focusing on competition, weighing the relative merits of the CISG and English law. Focusing on coherence and the private international law implications of the United Kingdom’s accession, as well as an assessment of contractual interpretation and commodity sales within the context of an overarching private international law framework. 

Legal trends report for lawyers helps to bring to the fore and recognise the importance of existing competitive analyses; it also makes the case for UK CISG membership based on its complementary coherency perspective. [2]

United Nations Convention on Contracts for the International Sale of Goods

The Vienna Convention on Contracts for the International Sale of Goods (legal terminology) was adopted on April 11, 1980 and entered into force on January 1, 1988. The convention’s overall goal was to remove barriers to international trade and to promote the use of international trade. The CISG governs contracts with places of business in different states. The convention is currently ratified by 79 countries, with 76 of them granting it legislative force, including Turkey and France. [3]

Some of the general issues raised with the convention included the fact that it took eight years for the convention to go into effect. Although the convention was adopted in 1980, it did not enter into force until 1988. [4] It might be argued that practice areas need to assess the low level of engagement with the issue represented by the sparsity of responses which suggests the lack of traction and necessity required for any fundamental effect given the technical nature of the subject. This lack of attention as well as costs and funding legal practice, marks its relatively uncontroversial nature.

Criticism regarding ratification measures

When the convention was first drafted, it was criticised for being overly Euro-centric. Many argued that the CISG did not account for the difficulties that would arise from attempting to combine different legal systems and trade traditions into a single uniform platform. The majority of the convention’s disputes are resolved under Article 7. [5] Some have argued that Article 7 reveals gaps in the convention, and that the reference to domestic law would contradict the goal of ensuring uniform application by means of legal case management tools. This may also lead to a lack of legal certainty. However, there is a case to be made that having this article would exacerbate issues with uniformity. It empowers judges to make decisions that may fall outside the scope of the convention. [6]

Although the United Nations Convention on Contracts for the International Sale of Goods was developed to establish a harmonisation among different systems of law in international sales, civil law principles of contract law influenced its drafting process in some ways. [7]

The CISG has already been successfully implemented in a number of common law countries, including Canada, New Zealand, and the United States. The provisions of the CISG on this type of remedy are likely to be interpreted in favour of civil law countries. On the one hand, English law does not take this approach because its principles are based on common law rules. Furthermore, English law specific performance rules are more stringent than CISG provisions. [8]

There are few parallels between these two sets of legal frameworks. To begin, the attitude toward the term “specific performance” is similar to that of both the CISG 1980 and English common law. In English common law, this term is a matter of discretion, and the court will only order specific performance under Section 52 of the Sale of Goods Act (SOGA) 1979, when the product is unique, specially ordered, or designed for a specific buyer or for a specific purpose. Similarly, Articles 46 and 62 of the CISG 1980 expressly stated about specific performance, but Article 28 of the CISG 1980 made a significant adjustment to UK common law. [9]

Conclusion

English law has every tool at its disposal to resolve any contract dispute between parties, and there are numerous reasons why the UK has yet to ratify the CISG largely due to legislation.  [10] Because of the unfamiliarity of some new concepts, such as fundamental breach, the United Kingdom is less inclined to ratify it. Another reason for not incorporating the convention into English law is a lack of uniformity. Furthermore, not all instruments are available to CISG, such as contract validity and property passing, making it more difficult for English law to dissect and comprehend in a practical sense.

References

[1] Contracts for Sale of Goods in English Law: Comparison to UN, Dec 2020, https://www.lawteacher.net/free-law-essays/contract-law/sale-of-goods-in-english-law-un-2625.php

[2] THE CISG AND THE UNITED KINGDOM—EXPLORING COHERENCY AND PRIVATE INTERNATIONAL LAW, Cambridge University Press, 23 May 2018, https://www.cambridge.org/core/journals/international-and-comparative-law-quarterly/article/abs/cisg-and-the-united-kingdomexploring-coherency-and-private-international-law/9506080C707BFAB6EC948F6953E61DE9

[3] WHY THE UNITED KINGDOM HAS NOT RATIFIED THE CISG, Sally Moss, https://uncitral.un.org/sites/uncitral.un.org/files/media-documents/uncitral/en/moss.pdf

[4] UN Convention on Contracts for the International Sale of Goods (CISG), Thomas Reuters,

https://uk.practicallaw.thomsonreuters.com/6-503-3686?transitionType=Default&contextData=(sc.Default)&firstPage=true

[5] Does the CISG, compared to English law, put too much emphasis on promoting performance of the contract despite a breach by the seller? Kourosh Majdzadeh Khandani, https://hummedia.manchester.ac.uk/schools/law/main/research/MSLR_Vol1_9(Khandani).pdf

[6] The Transformation of the UN Convention on Contracts for the International Sale of Goods (CISG) into the UK Legal Order: Two Legislative Models, University of Derby, https://derby.openrepository.com/handle/10545/337282

[7] The Metaverse and UK Legislation, Fatima Freifer, https://goodlawsoftware.co.uk/the-metaverse-and-uk-legislation

[8] UK Legal Tech and IP Law, Fatima Freifer, https://goodlawsoftware.co.uk/uk-legal-tech-and-ip-law

[9] The UK and The CISG, Belawyer, March 6, 2014 https://thestudentlawyer.com/2014/03/06/the-uk-and-the-cisg/

[10] UK Law and Legislation Surrounding Cryptocurrency, Fatima Freifer, https://goodlawsoftware.co.uk/uk-law-and-legislation-surrounding-cryptocurrency