The United States -

The Uniform Commercial Code

Principles of European Contract Law

CISG

General Application of Contract Law

• Contracts for the sale of land, services, and intangible property are covered by each state's common law rules;

• Contracts for the sale of goods are covered by the Uniform Commercial Code

National law applies to contract disputes unless The Principles of European Contract Law apply through Art. 1.101

CISG applies to the sale of goods if the parties to the dispute are from adopting nations - Articles 1. (Note the exceptions for consumer goods and other items under Article 2.)

Excluding Application of Specific Contract Laws

Under Article 1 of the UCC, the parties may vary application of most UCC principles.

Under ECL Article 1.102, the parties may vary application of most provisions.

Under CISG Article 6,the parties may vary application of most provisions.

Selection of Law and Forum

In the Unites States, and generally across the world, the law allows the parties to select the forum for their dispute and/or the law to be applied by the court.

• Regarding forum selection, the courts may choose to ignore the selection of the parities under the doctrine of forum non convenience.

• Regarding choice of law, the courts may ignore the choice of the parties if 1) the choice does not bear a reasonable relationship to the dispute or 2) the law selected violates a strong public policy of the forum court.

The United States

Principles of European Contract Law

CISG

Specific  Contract Law Principles

Contract Capacity, Illegality, and Fraud

Regarding issues such as contract capacity, illegality, and fraud, the UCC, CISG, and ECL are silent.   Courts will use national law for these issues.

The Statute of Frauds

Under the UCC, contracts for the sale of goods for $500 or more must be evidenced by some written documentation.

ECL 2.101

CISG Article 11.

Contract Offers and Advertisements

Generally, see CISG Article 14(2) for the US approach.

ECL 2.201

CISG Article 14(2)

Contract Offers and Revocation

Under the UCC, all offers are revocable unless promised otherwise by a merchant in writing.

ECL 2.202(3)

CISG Article 16(2)

Silence as Acceptance

The US approach generally follows ECL and CISG.

ECL 2.204

CISG Articles 18(1) and 8(3)

The Mirror Image Rule versus the Battle of the Forms

UCC 2-207

ECL 2.208

CISG Article 19

Warranties

The US approach regarding express and implied warranties generally follows CISG.

ECL 6.101 and 6.108

CISG Article 35

Assurance of Performance

The US approach generally follows ECL and CISG.

Anticipatory Breach

The US approach generally follows ECL and CISG.