Contract Law Comparison


The United States

International Law - The 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

  • UETA (or E-sign) applies to electronic records and electronic signatures related to a contract

  • The 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 UCC 1-102(3), the parties may vary application of most UCC principles

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


Selection of Law and Forum

Enforceability of the Electronic Contract

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 parties if the selection would seriously inconvenience a trial

  • 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

  • Courts may refuse to enforce an electronic contract term if the term was not "accepted" - noticed and agreed to by the parties
    (Compare Specht v. Netscape, pages 179-81, to Register v. Verio, Web handout)

  • Courts may refuse to enforce contracts that are unconscionable under national law
     (Compare Comb v. PayPal, pages 165-66, to Pickens v. Blockbuster, Web handout)


The United States

International Law - The CISG


Selected Contract Law Principles


Contract Capacity, Illegality, and Fraud

Regarding issues such as contract capacity, illegality, and fraud, the UCC and CISG are silent - Courts will use national law for these issues
(In America, state common law will be used)


Form and The Statute of Frauds

  • Under the UCC, contracts for the sale of goods for $500 are covered

  • Under state law, land contracts and long term contracts (over one year) are covered


  • CISG Article 11.


Contract Offers and Advertisements

  • Generally, see CISG Article 14 for the U.S. common law approach

  • CISG Article 14


Contract Offers and Revocation

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

  • CISG Article 16(2)


Silence as Acceptance

  • The U.S. approach generally follows the  CISG

  • CISG Articles 18(1) and 8(3)


The Mirror Image Rule versus the Battle of the Forms

  • UCC 2-207

  • CISG Article 19



  • The U.S. approach regarding express and implied warranties generally follows CISG

  • CISG Article 35


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