INTRODUCTION

Article 18(2) of the Convention provides that “[a]n acceptance of an offer becomes effective at the moment the indication of assent reaches the offeror […].” Article 22 of the Convention, however, allows the possibility that an offeree may withdraw an acceptance “if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective.” In other words, CISG Art. 22 provides a final time for withdrawal of an acceptance.

The UNIDROIT Principles, Article 2.10, provide a similar regime for the effective withdrawal of an acceptance.

PERMISSIBILITY OF WITHDRAWAL

In Part II of the Convention, entitled “Formation of the Contract,” Article 22 deals with the withdrawal of an acceptance by an offeree. As such, the Convention provides to an offeree the opportunity to permissibly withdraw an acceptance of an offer to conclude a contract.

CISG Art. 22 provides the rule on the timing for an effective withdrawal of an acceptance. This provision must be analyzed in the context of the basic rule of the Convention that an acceptance cannot be withdrawn after it has become effective. Further, it complements the rule in CISG Art. 23 that a contract is concluded “at the moment when an acceptance of an offer becomes effective.”

The UNIDROIT Principles in Chapter 2, entitled “Formation,” include Article 2.10, entitled “Withdrawal of an Acceptance,” which is a similar provision dealing with the timing for an effective withdrawal of an acceptance by an offeree.