International business transactions

Article 8  three rules to interpret conduct and statements

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OUTLINE International Business Transactions
Article 8  three rules to interpret conduct and statements:

      • Conduct of the party is to be interpreted according to the intent of the party where that intent was fully understood by the other party

    • Reasonable person rule (if above rule not applicable)

      • Interpreted according to the understanding that a reasonable person (from the perspective of the person receiving the statement or seeing the conduct) would have understood

    • Supplemental rules

      • In determining intent of a party or the understanding a reasonable person would have had, due consideration to all relevant circumstances, including

      • [BUT: can have merger clause  clause at end of contract that says this agreement governs and you can ignore all previous prior agreements and understandings not expressed therein

        • derogation from CISG, which is allowed under CISG

        • See MCC Marble case page. 200]

    • Note: CISG looks at extraneous conduct even if text is clear  eschews American plain meaning rule

  • Art 9  bound by agreed upon usages, or if no agreement, widely known trade usages


Art 1(1) says CISG “applies to contracts of sale of goods.

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