This month’s Florida Bar Journal includes an article by attorney Christopher Kokuruda, about the international version of Article 2 of the Uniform Commercial Code - the United Nations Convention on Contracts for the International Sale of Goods (CISG).  The CISG automatically applies to all contracts for the sale of goods between parties from the signatory states unless expressly disclaimed in the contract.  As the article notes, the CISG has been adopted by over 75 countries, including eight of Florida’s top ten trading partners:

1. Columbia
2. China
3. Japan
4. Switzerland
5. Venezuela
6. Chile
7. Dominican Republic
8. Mexico

The article notes several features of the CISG, which run counter to the instincts of american lawyers trained with the UCC.  For instance:

 -          “The CISG is a federal law (a treaty), and, therefore, imparts federal subject-matter jurisdiction under 28 U.S.C. §1331. Thus, unlike causes of action brought under Art. 2 of the UCC, claims under the CISG do not require complete diversity of citizenship and more than $75,000 to be in controversy to open federal courthouse doors.”

-          “The parol evidence rule does not apply to contracts governed by the CISG. Art. 8(3) of the convention permits courts to take “due consideration . . . to all relevant circumstances of the case including the negotiations” when interpreting an agreement.”

-          “The CISG requires courts first to consider the parties’ subjective intent when interpreting agreements.  Only when the parties’ subjective intent cannot be determined does the CISG require a court to interpret an agreement “according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances.”

-          “The CISG entirely dispenses with the statute of frauds”

-          “The CISG does not follow the UCC’s “perfect tender” rule.”

The CISG has been in effect since the '80s, but is often overlooked by courts and practitioners.