A few notes and thoughts on the CISG initial reading...

Right away, the author notes that the CISG governs only three areas: conclusion of the contract, obligations of the seller including the respective remedies of the buyer, and the obligations of the buyer including the respective remedies of the seller. Having not done much contract law since my traumatizing experience in the spring with Professor Kadens, I initially assumed this was enough. Eventually, I came to the realization that very important things were left out.

However, I do appreciate the CISG alot more than the other organizations which we have read about, because the convention seems to recognize the neutrality that may be attained through uniformity. CISG’s  principle of autonomous interpretation and the international character help promote this uniformity. Domestic standards of interpretation do not suffice in the international business arena, and this is awesome because it eliminates at least a little bit of variation amongst different countries.

Neverthe less, there remains the commitment to honoring the parties' intentions, as stated in Art. 8(1): Subjective meaning will be used to interpret the intention behind the statements or conduct of parties when they all intended the same meaning – subjective meeting of the minds - and when there is no other way that the parties could have understood more than one meaning.  In case these alternatives fail, Art. 8(2) gives us a familiar standard: If the first options fail, then resort to objective interpretation based on what reasonable person would’ve thought. Finally, I like the fact that negotiations and subsequent actions b parties will be considered to determine what the parties thought was the meaning of the contract. The CISG excludes parol evidence rule, which has seemed have lost its objective over time anyway. Quite frankly, I found it an archaic rule - another obstacle for attorneys to overcome.

Nevertheless, CISG has received criticism for trying to apply univormity. Particularly, it has been criticized for applying the Incoterms to contracts, but that promotes uniformity, and easier application of the law, as shown by the German courts. Furthermore, there is a reasonable approach to the desire for uniformity. The CISG does not push for any “world languages,” merely that the parties understand the language in which they read terms, particularly standard terms.

Furthermore, the CISG attempts to "fill in the gaps" and thus promote uniformity through the gap filling principles of the CISG Art. 7(2). It states that the gaps are to be filled according the CISG general principles, and if these don’t exist, according the private international law – but not domestic law. UNIDROIT Principles may be used only to support the CISG’s general principles.

However, this is precisely where I begin to see vagueness... because the principles may not be written, they may either be invented or "erased." Different rules may end up being applied to different situations.

Finally, I go back to my initial point - that which the CISG does not cover. Art. 4. CISG: "CISG governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such a contract. CISG is not concerned with the validity of the contract or of any of its provisions or of any usage. Nor is it concerned with the effect which the contract may have on the property in the goods sold." Domestic remedies are the remedies usually proscribed to those not covered by the CISG, so this leads to lack in uniformity in several areas, including important areas such as tort and contract defenses such as fraud. Indeed these are important matters that I think the CISG should address, considering how fundamental they are to contracts law.