ABSTRACT
Introduction Ideally, any international sale contract should include a choice of law clause – a clause stipulating the law applicable to the contract, such as English law. 1 Parties often, through oversight or ignorance, omit to include a choice of law clause. It is also possible that the parties have found it diffi cult to agree on such a clause. In the event of a dispute, the forum applies its private international rules 2 to determine the law applicable to the contract. The law relating to sale contracts varies from state to state, and any uncertainty with regard to applicable law also means uncertainty in respect of the rights and obligations of the parties to the contract and the available remedies in the event of a dispute. One way to tackle this uncertainty is to harmonise the law relating to international sales in the form of an international convention for worldwide adoption, thus enabling the application of a uniform set of rules to such transactions. This task of harmonising the law relating to international sales of goods at an international level started in 1930 under the auspices of the International Institute for the Unifi cation of Private Law (UNIDROIT). 3 Interrupted by the Second World War, work resumed in the early 1950s, and, in 1964, two conventions were adopted: Uniform Law on International Sales (ULIS) and Uniform Law on the Formation of International Sales (ULFIS). Ratifi ed only by a handful of states, including the UK, 4 they were criticised on both political and legal grounds. 5 Unpopularity of the ULIS and ULFIS meant a return to the drawing board. 6 The United Nations Commission on International Trade Law (UNCITRAL) 7 was seen as the ideal organisation to undertake the task of drafting such an international convention, since its membership, consisting of developing (Third World) and developed nations and socialist countries, would counter any political objections that might be levelled by the socialist or Third World quarters. The Working Group set to work in 1969 with ULIS and ULFIS as springboards and submitted two draft conventions in 1976 and 1977 to the Commission. On review, the Commission combined the two draft conventions into one – the Convention on the International Sale of Goods – and submitted it to the Diplomatic Conference held at Vienna. 8 The Convention on International Sales of Goods 1980 (‘CISG’ or popularly known as the ‘Vienna Convention’) came into force in 1988 with the required 10 ratifi cations. 9 Since then, there has been a steady stream of ratifi cations. 10 Popularity of the Convention on International Sales of Goods 1980 (hereinafter ‘Vienna Convention’) has brought it to prominence in the fi eld of international commercial law.
