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Art. 23 CISG–PECL, by Pilar Perales Viscasillas [Spain]

Published online by Cambridge University Press:  20 October 2009

Pilar Perales Viscasillas
Affiliation:
Professor of Commercial Law, University Carlos III of Madrid
John Felemegas
Affiliation:
University of Technology, Sydney
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Summary

INTRODUCTION TO CONTRACT FORMATION IN THE CISG AND THE PECL

Section II of the PECL and Part II of the CISG follow the classic pattern of two declarations of will (offer and acceptance) in deeming a contract concluded. The adoption of this process, which is designed in almost the same terms under both texts, is justified for two reasons: (1) it is adopted by the great majority of legal systems and (2) it makes analyzing the formation of the contract easy for the parties and judges or arbitrators. Nevertheless, at times it is difficult to determine what exactly is an offer or an acceptance, such as when negotiations are long and complicated. That, however, does not prevent the conclusion of a contract.

Article 23 CISG fixes the time of the conclusion of the contract by connecting it with the moment at which the acceptance takes effect in accordance with the provisions of the Convention. It seems clear that, although Article 23 is a central piece in Part II of the Convention, it must be viewed in conjunction with the rest of the dispositions of Part II that establish a precise moment at which the indication of assent takes effect, depending on the manner chosen by the offeree to accept the offer. In Part II of the PECL there is no provision similar to Article 23 CISG, although Article 2:205 PECL (Time of conclusion of the contract) tries to embody in a single disposition the precise time of the conclusion of the contract depending on the way in which acceptance of the offer takes place.

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