【正文】 and understanding of the parties at the time they made their agreement. ? CISG says courts are to use subjective intent only if the other party knew or could not have been unaware of the speaker’s intent. ? If intent is unclear, courts use objective intent. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1012 Interpreting CISG ? To interpret CISG, a court is to consider: 1. the international character of the convention, 2. the need to promote uniformity in the convention’s application, and 3. the observance of good faith. ? The CISG implies that a court may only use the plain meaning of the language of the convention. ? Courts may also look the travaux preparatories or legislative history to determine intent. Pearson Education, Inc publishing as Prentice Hall 169。 2022 1010 Contractual Issues Excluded From the Coverage of CISG ? CISG only deals with: 1. The formation of the contract, and 2. The remedies available to the buyer and seller. ? CISG excludes questions about: 1. the legality of the contract, 2. the petency of the parties, 3. the rights of third parties, and 4. liability for death or personal injury. Pearson Education, Inc publishing as Prentice Hall 169。 2022 108 Goods Defined ? A good is a moveable, tangible object. For the purposes of the CISG, goods do not include things bought for personal use or at an auction or foreclosure sale, nor may they be oceangoing vessels or aircrafts. These candles may or may not be a good under CISG depending upon whether they are sold to individual consumers or sold in bulk to a retailer for resale. Photo: Used with permission of the author from personal archive. Pearson Education, Inc publishing as Prentice Hall 169。 2022 106 Case 101: Asante Technologies, Inc. v. PMCSierra, Inc. ? Issue: Does the . federal court have jurisdiction and does CISG apply to this contract? ? The court determined the parties were from different states and CISG applies to contracts between such parties. ? The parties did not opt out of the CISG and it was the controlling law. Pearson Education, Inc publishing as Prentice Hall 169。 2022 104 Transactions Covered in CISG ? CISG applies to contracts for international sale of goods. ?The buyer and seller must have their place of business in different states. Either: 1.Both of the states must be contracting parties to the convention, or 2.The rules of private international law must lead to the application of the law of a contracting state. ? A ratifying state may declare that it will apply CISG only when the buyer and seller are both from contracting states. Pearson Education, Inc publishing as Prentice Hall 169。 2022 Pearson Education, Inc publishing as Prentice Hall 102 CHAPTER 10 SALES Topics for this chapter: ?UN Convention on Contracts for the International Sale of Goods (CISG) ?Transactions Covered in CISG ?Contractual Issues Excluded from Coverage of CISG ?Interpreting CISG ?Interpreting Sales Contracts ?Formation of the Contract ?General Standards for Performance ?Seller’s Obligations ?The Passing of Risk ?Remedies ?Excuses for Nonperformance Pearson Education, Inc publishing as Prentice Hall 169。169。 2022 Pearson Education, Inc publishing as Prentice Hall 101 CHAPTER 10 SALES 169。 2022 103 UN Convention on Contracts for the International Sale of Goods ? The CISG, adopted in 1980, incorporates rules from all the major legal systems. ? It provides accepted substantive rules on which contracting parties, courts, and arbitrators may rely. ? It has been ratified by 72 countries, but has not been ratified by Brazil, Japan, India, and the UK. Japan is expected to ratify it in 2022. Pearson Education, Inc publishing as Prentice Hall 169。 2022 105 Opting In and Out ? Parties to a contract may exclude or modify CISG’s application by a choiceoflaw clause. ? A choiceoflaw clause is a contractual provision that identifies the law to be applied in the event of a dispute over the terms or the performance of the contract. Pearson Education, Inc publishing as Prentice Hall 169。 2022 107 Sales Defined ? A sale is the exchange of goods for an amount of money or its equivalent. ? The CISG does not define sales, but various sections present the same definition as many domestic laws, such as the . UCC, which defines a sale as the “passing of title from the seller to the buyer for a price.” The goods processed through the Port of Vancouver, . are likely being shipped under contracts controlled by the CISG.