INTRODUCTION

In Part II of the Convention, entitled “Formation of the Contract,” Article 21 deals with the issue of late acceptance by an offeree, the response to that by the offeror, and the effect that a late acceptance has in the context of contract formation.

Article 2:207, found in the PECL, Chapter 2 “Formation,” Section 2 “Offer and Acceptance,” regulates the same issues concerning late acceptance in contract formation.

The Convention provides that a late acceptance can nonetheless be effective, and so do the Principles. Both the Convention and the Principles deal with the issue of late acceptance – whether the offeree accepted the offer late or the acceptance was late because of a delay in transmission – in almost identical terms.

LATE ACCEPTANCE OF OFFER TO CONCLUDE CONTRACT

Art. 21 of the Convention “deals with acceptances that arrive after the expiration of the time for acceptance.” In that sense, Art. 21 must be viewed in the context of the basic rule of the Convention that a late acceptance is ineffective.

Honnold states that CISG Art. 21 “like Article 20, extends and elaborates the basic rule” for late acceptances, by providing the answer to some related, important questions that can arise when an acceptance does not reach the offeror within the time he has fixed for acceptance.

CISG Art. 21 makes a distinction in the rules applicable to a late acceptance, depending on whether the acceptance was sent late by the offeree or the lateness of the acceptance was caused by delays in its transmission.