INTRODUCTION

The CISG provisions dealing with contract formation can be found in Part II of the Convention. For the purposes of contract formation, during the exchange of communications of offer and acceptance between the parties, many of the applicable CISG Articles provide that a communication becomes effective when it “reaches” the other party (i.e., the addressee).

It has been correctly identified that “[p]ractical problems of proof would arise if the applicability of [those] provisions depended on evidence that a communication came to the personal attention of the addressee.”

To address such problems, CISG Art. 24 provides the elements of what constitutes an effective communication to an addressee under Part II of the Convention.

The UNIDROIT Principles (UP), like the Convention, adopt the offer and acceptance model of contract formation, which contemplates the exchange of notices and other communications between the parties. In Chapter 1, entitled “General Provisions,” the UP include Article 1.9, entitled “Notice,” which is a provision similar to its CISG counterpart regarding the effectiveness of a notice or other communication of intention between the parties.

TIME WHEN A COMMUNICATION “REACHES” THE ADDRESSEE: CISG ART. 24 AND UP ART. 1.9

Article 24 of the Convention provides that the communication of offer and acceptance – any indication of the intention of the parties in the context of contract formation under the CISG – reaches the addressee “when it is delivered to him, not when it is dispatched.”