LAWS6059 Chap.3 CISG Formation and Conflicting Terms
CISG Formation and Conflicting Terms
This chapter treats formation as a timeline plus a comparison of content.
It covers Article 14 definiteness, the absence of a consideration requirement, Article 11 form flexibility, receipt under Article 24, revocation, acceptance under Article 18 and modified acceptances under Article 19. The key skill is to label each communication by legal effect and then identify which disputed term entered the contract through express assent, silence rules or performance.
What this chapter covers
- 01
Article 14 offer and sufficient definiteness
- 02
Article 11 form and proof flexibility
- 03
Receipt of electronic communications
- 04
Revocation and irrevocable offers
- 05
Article 18 acceptance and silence
- 06
Article 19 material modifications
- 07
Last-shot and knock-out approaches
Worked example · free
Classify a modified email acceptance
- 1Confirm that the original proposal identifies goods, quantity and price.
- 1Classify delivery and dispute settlement as material changes.
- 1Treat the reply as a counter-offer under Article 19.
- 1Assess whether shipment accepted the counter-offer by conduct.
- 1Address the last-shot and knock-out treatment of conflicting terms.
Key terms
- Offer
- A sufficiently definite proposal showing an intention to be bound on acceptance.
- Receipt
- Delivery of a communication to the addressee or its relevant business or communication address.
- Counter-offer
- A reply that purports to accept while materially altering the proposed bargain.
- Knock-out approach
- A method removing conflicting standard terms and filling the gap from applicable default rules.
CISG Formation and Conflicting Terms FAQ
When does an email acceptance take effect?
The course materials use a receipt rule: delivery to the relevant electronic mailbox can count even if a person reads the message later. Put dispatch and delivery times on the timeline, then check any agreed communication rule or technical failure.
Does the Convention require consideration?
No. The slides contrast CISG with the common-law consideration doctrine. Formation depends on offer and acceptance under the Convention, while a fixed period for acceptance can indicate irrevocability even though the offeree has not supplied consideration.
What changes make a reply a counter-offer?
Article 19 treats changes to major economic, performance, liability and forum terms as material. A reply with only non-material additions can remain an acceptance if the offeror does not object promptly, so the analysis must compare the actual terms.
Assessment move
For every formation problem, draw a timeline with two rows: dispatch above the line and receipt below it. Place the proposal, attempted withdrawal, revocation, rejection, acceptance, objection and performance at exact times. This stops a postal-rule instinct from replacing the CISG receipt analysis.
Next copy the operative language of the alleged offer and test addressee, intention and definiteness, including how goods, quantity and price are fixed or made determinable. Put the reply beside it and underline every addition or alteration. Classify each change under Article 19, explaining why an alteration to the bargain’s economics, performance, liability or forum is material on the facts.
If standard forms conflict, write both a last-shot and a knock-out analysis before selecting the approach supported by the problem’s forum and conduct. Practise a separate electronic-message drill in which delivery to a designated mailbox occurs before anyone reads the message. State the legally relevant receipt time and any technical or agreed communication qualification.
Add a form checkpoint: Article 11 is the general position, but Articles 12 and 96 may matter, so record the relevant states before treating an oral bargain as sufficient. For acceptance by conduct, identify the precise act—dispatch, payment or performance—and the offer, practice or usage that makes it assent; never substitute silence alone.
In revision, vary a single fact such as a fixed acceptance period, a late acceptance, a material forum clause or prompt objection to a non-material change. After each variation, deliver a three-part conclusion: whether a contract formed, the moment it formed and the terms that govern. That final term inventory is essential because it supplies the contractual benchmark for conformity, delivery and remedies.
Keep chronology and content on separate sheets until the end, then join them in a short paragraph using article, fact, consequence and counterargument in that order. Use coloured arrows to distinguish a communication’s physical journey from its legal effect. After solving the problem, retell it from each party’s perspective and identify the first moment their reasonable understandings diverged.
This exercise sharpens the treatment of receipt, apparent assent and objections, and it makes a later discussion of evidence or standard terms concrete rather than abstract.
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