ABSTRACT
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 difficult to agree on such a clause. In the event of a dispute, the forum applies its private international rules2 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 means uncertainty also 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 Unification 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). Ratified only by a handful of states, including the United Kingdom,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
1 If English law applies to a sale, the Sale of Goods Act 1979 will apply to the contract. Reference to provisions as and where relevant in the context of cost, insurance, freight (CIF) and free on board (FOB) contracts was made in Chapter 1. For an excellent comprehensive account of the Sale of Goods Act, see Furmston, Sale and Supply of Goods, 2000, Cavendish Publishing.
