Prof. Jasper S. Kim1 INTERNATIONAL SALES & CONTRACTS -CISG Prof. Jasper S. Kim

2 CISG UN CONVENTION ON CONTRACTS FOR INTL SALE OF GOODS JAN 1, 1988: EFFECTIVE DATE 50 YEARS OF NEGOTIATION US, CHINA, SINGAPORE, RUSSIA, SWEDEN ARE MEMBERS (BUT NOT JAPAN / KOREA)

Prof. Jasper S. Kim 3 CISG: ORGANIZED INTO 4 PARTS (ART 1-13): CONTAINS CONVENTION’S GENERAL PROVISIONS RULES ON SCOPE OF APPLICATION / INTERPRETATION (ART 14-24): GOVERNS FORMATION OF K (ART 25-88): GOVERNS RTS AND OBLIGATIONS OF BUYERS AND SELLERS (ART ): CONTAINS PROVISIONS FOR RATIFICATION AND ENTRY INTO FORCE OF CONVENTION

Prof. Jasper S. Kim 4 CISG  APPLIES TO K FOR ‘INTL SALE’ OF GOODS DEFIN: A SALE INVOLVING A BUYER AND SELLER W/ PLACES OF BUSINESS IN DIFFERENT STATES ALSO: 1. BOTH STATES MUST HAVE THEIR PLACES OF BUSINESS IN DIFFERENT STATES 2. RULES OF PRIVATE INTL LAW MUST ‘LEAD TO THE APPLICATION OF THE LAW OF A CONTRACTING STATE.”

Prof. Jasper S. Kim 5 NON CONTRACT STATE APPLICABILITY  CISG MAY APPLY EVEN IF THE BUYER AND SELLER’S PLACE OF BUSINESS ARE NOT IN A CONTRACTING STATE (OF CISG)

Prof. Jasper S. Kim 6 QUESTION IF A & B ENTER INTO A “K” IN STATE C, AND CHOICE OF LAW OF K IS IN STATE C WOULD CISG APPLY, OR NOT?

Prof. Jasper S. Kim 7 OPTING IN & OUT OPTING OUT: PARTIES TO A K MAY EXCLUDE (IE, OPT OUT) OR MODIFY ITS APPLICATION BY A CHOICE OF LAW CLAUSE OPTING IN: DEPENDS ON RULES OF THE STATE WHERE CASE IS HEARD

Prof. Jasper S. Kim 8 CASE 10-1 ASANTE TECHNOLOGIES V. PMC- SIERRA, INC FACTS ISSUES ROL APPLY CONCLUSION

Prof. Jasper S. Kim 9 SALE  EXCHANGE OF GOODS FOR AN AMOUNT OF MONEY OR ITS EQUIVALENT CISG DOES NOT DIRECTLY DEFINE ‘SALES’ CISG: SPEAKS TO SELLER’S AND BUYER’S OBLIGATIONS

Prof. Jasper S. Kim 10 GOODS  MOVABLE TANGIBLE OBJECT CISG: GOODS DO NOT INCLUDE THINGS BOUGHT FOR PERSONAL USE OR AT AN AUCTION OR FORECLOSURE SALE, NOR MAY THEY BE OCEAN GOING VESSELS OR AIRCRAFT

Prof. Jasper S. Kim 11 QUESTION WHICH ONE IS NON-MOVABLE GOODS? 1. STOCKS, SHARES, IVNESTMENT SECURITIES, NEG INSTRUMENTS, OR MONEY 2. SHIPS, VESSELS, HOVERCRAFT, OR AIRCRAFT 3. ELECTRICITY

Prof. Jasper S. Kim 12 MIXED SALES  OF GOODS & SERVICES CISG: GEN VIEWS MIXED SALES AS SALES OF GOODS, UNLESS “THE PREPONDERANT PART OF THE OBLIGATIONS” OF THE SELLER “CONSIST IN THE SUPPLY OF LABOR OR OTHER SERVICES.”

Prof. Jasper S. Kim 13 CISG: ONLY DEALS W/ 1. FORMATION OF K 2. REMEDIES OF BUYER AND SELLER CISG EXCLUDES: 1. K LEGALITY 2. PARTIES COMPETENCY 3. RTS OF 3RD PARTIES 4. LIABILITY FOR DEATH OR PERSONAL INJURY

Prof. Jasper S. Kim 14 LEGAL SOURCES: CISG REFERS TO THE FOLLOWING HIERARCHY: 1. CONVENTION (CISG) 2. GEN PRINCIPLES UPON WHICH CONVENTION IS BASED 3. RULES OF PRIVATE INTL LAW

Prof. Jasper S. Kim 15 INTERPRETATION OF CISG ART 7(1) DIRECTS A COURT TO CONSIDER: 1. INTL CHARACTER OF CONVENTION 2. NEED TO PROMOTE UNIFORMITY IN THE CONVENTION’S APPLICATION 3. OBSERVATION OF GOOD FAITH

Prof. Jasper S. Kim 16 INTERPRETING SALES CONTRACTS ART 8: ESTABLISHES RULES FOR INTERPRETING STATEMENTS AND CONDUCT OF THE PARTIES ART 9: DEALS W/ USAGES AND PRACTICES K ONLY FORMED IF A ‘MEETING OF THE MINDS’

Prof. Jasper S. Kim 17 STATEMENTS AND CONDUCTS OF THE PARTIES SUBJECTIVE INTENT TEST OBJECTIVE INTENT TEST

Prof. Jasper S. Kim 18 ART 8(3) OF CISG DIRECTS THAT “DUE CONSIDERATION” BE GIVEN “TO ALL RELEVANT CIRCUMSTANCES, INCLUDING: 1. NEGOTIATIONS UP TO K 2. PRACTICES THAT THE PARTIES HAVE ESTABLISHED BETWEEN THEMSELVES 3. PARTIES’ CONDUCT AFTER THEY AGREE TO CONTRACT

Prof. Jasper S. Kim : UNITED TECHNOLOGIES INTL INC. V. MAGYAR LEGI KOZLEKEDESI VALLALAT FACTS ISSUES ROL APPLY CONCLUSION