General Provisions

• Author: Jack Michael Graves
• Pages: 19-41

General Provisions—Overview

The general provisions of the CISG address three key issues: (1) interpreta‑

tion and application of the CISG; (2) interpretation of the parties’ intent;

and (3) the lack of general requirements as to form with respect to con‑

tracts governed by the CISG. While the rst two of these address questions

of interpretation, each involves very distinct and different issues. The rst

is about the interpretation of the CISG as a statute ratied by a Contract‑

ing State, while the second is about the interpretation of the parties’ intent

as a private matter of contract. The nal issue, as to form, begins with the

general rule that the CISG has no form requirement at all (e.g., oral con‑

tracts are fully enforceable). However, the statute further provides for the

potential introduction of a form requirement under certain circumstances

by either a Contracting State or the parties themselves.

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Interpreting and Applying the CISG

The CISG must be interpreted and applied autonomously. As a convention

intended to provide for uniform law, its interpretation and application must

be freed from and independent of the myriad variations of domestic law

that it is intended to replace.

Principles of Interpretation and Application

Two fundamental principles of interpretation of the CISG are provided in

Article 7(1). They are international uniformity and good faith.

CISG Article 7(1)

(1) In the interpretation of this Convention, regard is to be had to its interna‑

tional character and to the need to promote uniformity in its application and

the observance of good faith in international trade.

The need for international uniformity should be obvious when one consid‑

ers the purpose of the CISG, which is to provide a single, uniform body of

law to govern cross‑border transactions. In fact, this principle ought to be

very familiar to any U.S. lawyer or court, because it is precisely the same

principle underlying the Uniform Commercial Code in the United States.

Very much like CISG Article 7(1), UCC § 1–103(a)(3) mandates the need

to interpret the UCC in a uniform manner across different jurisdictions. If

every state interpreted UCC Article 2 independently, without reference to

other U.S. states, the statute would likely fail its purpose as uniform law.

The same is true with the CISG.

Uniform interpretation of the CISG requires counsel and courts to con‑

sult commentary and cases from multiple jurisdictions and not rely solely

upon sources from the forum in which a given dispute is being resolved.

This is not to suggest that U.S. courts should consult foreign law (which

many are hesitant to do, for better or worse, depending on one’s view). The

CISG is U.S. law, and its express language unequivocally requires counsel

and courts to consider CISG interpretive guidance from beyond the United

THE ABCS OF CISG

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