Contract Formation

• Author: Jack Michael Graves
• Pages: 43-57

A Familiar Offer and Acceptance Paradigm—but

One Signicantly Different from Other U.S. Law

The CISG employs a basic offer and acceptance paradigm with respect to

formation, which will, in substantial respect, feel very familiar to the U.S.‑

trained lawyer. However, the CISG approach to offer and acceptance also

includes a number of very important differences from U.S. law, and a lack

of familiarity with these differences may lead to an unexpected, and per‑

haps unwanted, outcome.

This chapter begins with (1) the offer and follows with (2) the revocabil‑

ity of an offer, as well as (3) the idea of “withdrawal,” not found in other

U.S. contract law, and addresses (4) the acceptance of an offer. The chap‑

ter concludes with discussion of rejection, counter‑offer, and the “battle of

forms.” Most, though not all, of the relevant CISG provisions are provided

in the text (consistent with the introductory purpose of this book) as they

arise. The reader should, of course, consult the CISG for a complete text

of the statute.

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INTRNTL Graves CISG Final Press Pass.indd 435/6/13 9:36 AM