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Formation of Contracts under CISG
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Att. Mehves Erdem
Introduction
The United Nations Convention on Contracts for the International
Sale of Goods (“CISG”) regulates the formation of contracts under
Part II, Articles 14 to 24. Articles 11, 13 and 29 also provide insight for
formation of contracts. In general terms, with regard to contract for-
mation, the CISG adopted the ‘traditional’ concept of contractual
obligations, similar to Turkish and Swiss Law of Obligation principles.
Both Turkish and Swiss laws provide that contracts shall be formed as
a result of two declarations of intent - offer and acceptance.
In the doctrine it is accepted that in cases where complex negotia-
tion processes have taken place, and where it is difficult to distinguish
between offer and acceptance, substantive consensus can generate
solutions, and the CISG will establish the scope of application
1
.
Offer
An offer is an act of law; therefore, it has to comply with the
applicable national laws, aside from the CISG. Pursuant to CISG,
Article 14, “a proposal for concluding a contract addressed to one or
more specific persons constitutes an offer, if it is sufficiently definite,
and indicates the intention of the offeror to be bound in the event of
acceptance.” It can be derived from this definition that in order to
establish an offer, two conditions should be present, the intention of the
offeror to be bound, and a sufficiently defined proposal.
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Article of November 2015
1
Schwenzer, Mohs
,
Sözleşmenin Kurulması
in Yeşim M., Atamer (eds), Milletlerarası Satım
Hukuku, Volume I, 2008, p. 85.