Contracts for Sale of Goods in English Law: Comparison to UN

“The sale of goods regime provided for in the United Nations Convention on Contracts for the International Sale of Goods (CISG) differs in some major ways from that provided by law of domestic jurisdiction.” Discuss this statement with reference to a domestic jurisdiction of your choice, and clearly distinguishing on the balance which regime is superior.

Introduction:

The contracts for sale of goods in English law are governed by the Sale of Goods Act 1979 and common law. However, in case of international contracts the United Nations Convention on Contracts for the International Sale of Goods (CISG) 1980 plays significant role. It has nearly entire instrument to scrutinize any contract between parties. Though some instrument of CISG has been adapted to English law, some of them still under scrutiny. The question calls for a discussion regarding the sale of goods regime provided by the United Nations Convention on Contracts for the International sale of Goods (CISG) and whether this particular law differ in any way with any other jurisdiction’s domestic law, i.e. The common law and Sale of goods Act (SOGA) 1979 of United Kingdom (UK). Therefore, the essay will evaluate and analyse, on a balance which law has superiority in international states of affairs.

Historical background of CISG 1980:

Due to the effects of expanded exchange among states in the late twentieth century, the requirement for a fit instrument of international sales law was communicated. It was visualized that a harmonising measure would build worldwide exchange, advance decency and decrease the arrangement cost of exchanges.[1] In 1929, Ernst Rabel working with the International Institute for the Unification of Private Law (UNIDROIT), looked to set up a uniform law representing exchanges of offer.[2] This brought two Hague Conventions in 1964: the Uniform Law for the International Sale of Goods (ULIS), and the Uniform Law on the Formation of Contracts for the International Sale of Goods (ULF). These Conventions came into compel in 1972, yet they had constrained accomplishment as uni-frame law, since they were for the most part considered too boundless in degree and thought to support industrialized countries.[3] They were in this manner just ratified by nine nations, mainly European countries. The disappointment of these Conventions prompted the acknowledgment that more effort was expected to make a uniform deals law that could be connected in all states respect less of their legitimate, social or financial foundations. In 1966, the General Assembly of the United Nations set up the United Nations Commission on International Trade Law (UNCITRAL). This working gathering tried to audit ULIS and ULF keeping in mind the end goal to make another Convention, and the consequence of their efforts were finished in 1978.[4] The Convention on the International Sale of Goods (CISG), marked in Vienna in 1980 and coming into application in 1988 in the wake of securing the important number of approvals, has now been embraced in almost eighty nations situated in the greater part of the occupied mainlands. This figure incorporates the greater part of the nations of the European Union, except for the United Kingdom, Ireland, Malta and Portugal.[5]

The reason for the CISG is to give a cutting edge, uniform and reasonable administration for contracts for the international sale of goods. Along these lines, the CISG contributes essentially to present convention in business trades and to diminish exchange costs.  As a uniform law, the CISG, when executed in the Contracting State and to the degree that it is appropriate, uproots both that State’s local law and private international law rules concerning the sale of products.[6]

Sphere of Application of CISG:

At the point when the Convention is ratified by a Contracting State, this outcomes in the CISG outweighing local law and decision of law rules with respect to international sale of goods. The CISG has 101 Articles and is partitioned into four principal parts. Part I (Arts 1-13) manages the Convention’s extension and contains general arrangements material to whatever remains of the Convention. Part II (Arts 14-24) is worried about rules for the development of agreements of offer, and Part III (Arts 25-88) deals with the rules representing the sellers and buyers substantive commitments such as obligations, remedies for breach of the contract, passing of risk and damages. Part IV (Arts 89-101) contains the final arrangements on adherence to and ratification of the Convention by Contracting States, including the reservations that might be made at one of a few phases to the Convention’s relevance to a Contracting State.[7]

Under Article 1(1) (a), the Convention applies to sale of goods between parties whose place of business (PoB) are in different states. The CISG will likewise apply when the rules of private global law prompt the use of the law of a Contracting State.[8] Note that the CISG is an arrangement of rules for business but not for consumer exchanges. Moreover, certain kinds of agreements are particularly avoided under the Convention.[9] Inquiries including the legitimacy of the agreement are likewise outside the Convention, similar to the effect which the contract may have on property in the products sold,[10] and any risk of the seller for imperfect products making demise or damage to any individual.[11] One of the highlighting feature of the Convention is that it permits contracting parties the capacity to derogate from or vary the effect of its provisions.[12]

Application of SOGA 1979:

The Sale of Goods Act (SOGA) 1979 is the amended version of the sale of goods act 1893 which enacted from January 1980.[13] And there had been various small statutory amendments and addition to the SOGA 1979 since 1979 such as S 1 (5) (6) of SOGA 1979 amended by Consumer Rights Act 2015.[14] This Act provides the current infrastructure for sale of goods and this is important for both sellers and buyers. Section 2-15B of SOGA 1979 stated the statutory provisions of sale of goods for both buyers and sellers. Section 2 of SOGA 1979 concerns with the formation of contacts.[15] Section 3 and 4 of this act set out the capacity to buy and sell and formalities required to make a valid contract.[16] Section 5 of this act states the regulation for existing or future goods.[17] Sections 6 and 7 deal with the perishable goods and set out that an agreement is void, where the goods have perished before or after the agreement, without any fault from the side of buyer and seller.[18] Sections 8 to 11 deal with the ascertainment of price, agreement to sell at valuation, condition about time and when condition to be treated as warranty.[19] Sections 12 to 15 of this Act are at core of the statutory controls over title (rights to sell), sale by description, satisfactory quality and condition of goods for the purpose it has been made or purchased and acquiescence with the demonstration given in the agreement.[20] Moreover, these sections are implied to all kinds of contracts of sale, irrespective of monetary value, inclination and character of goods.[21] Therefore, it binds both the thousands pounds worth contract and small valued contract in same manner and in both scenario, the seller must have the title to sell the products, and goods must be in compliance with the agreement.[22]

Differences between CISG 1980 and SOGA 1979:

There are numerous differences between English law and the CISG 1980. The legal analysts distinguishes some grounds of comparison between the CISG 1980 and SOGA 1979 (as amended) or English business law (common law)[23] and the distinctions seem unfavourable on its face.   

The main difference deals with the idea of ‘good faith’ stated under Article 7 (1) of CISG 1980 and there is a doubt as to what degree the idea of good faith put in international sale of goods under the convention.[24] On a significant note, the United States (US) legitimate framework has generally agreed this idea of good faith in the structure of international contracts for the sales of goods bringing the CISG into compel since 1988.[25] In English law, there is rather explicit nonappearance of ‘good faith’ between traders except for customer contracts because of the impact of European Union Law (EU law).[26] At the time of execution and enforceability of the contracts, the law of England does not usually considers ‘good faith’ in commercial or business contracts. In the case of Re Moore & Co the victim accepted to sell canned fruit in cases of thirty to the defendant but at time of delivery buyer found the fruit was canned into the cases of twenty-four.[27] The court held that the buyer is eligible to revoke the products since it has not been compliance with description by quantity stated in the contracts. This case stated that if the seller has failed to comply with given description or quantity then the element ‘good faith’ may not consider to rescue the plaintiff seller. This is a landmark case example of the application of ‘good faith’ in English common law system.

The second difference between the English jurisdiction law and CISG 1980 concerns about the conformity of goods. Under Article 25 of CISG 1980, misrepresentation arose when there is a fundamental breach. Fundamental breach occurs when there is a detriment suffered by other person, and if the party in breach could foresee even if a slight risk there and there is reasonable person test, which shows that person of the same kind in same situation would have foreseen such result.[28] The English jurisdiction is more liberal than CISG 1980 regarding misrepresentation, while rescission is not permitted, if products have been acknowledged as in Leaf v international Galleries.[29] Regarding conformity of goods, this word ‘particular’ arise difficulties between CISG 1980 and common law of UK. Under article 35 (2) (b) of CISG 1980, it is stated that if the buyer expressly or impliedly made known to the seller about the particular purpose of the goods and later if goods does not fit with the stated purpose then the buyer will be eligible to avoid the contract for conformity of goods.[30] Article 35 of CISG 1980 does not offer leeway for programmed dismissal of the products. On the other hand, English common law adopts an important unique strategy in Arcos v Ronaasen[31], it was held ‘inter alia’ that the depiction of the products sum up to a condition. In common law the breach of condition is a genuine grounds for avoiding the contract. Moreover, there is a required obligation to check the products after delivery has been made under article 38 of CISG 1980,[32] but there is no such obligations exists under English law unless it is expressly mentioned in the contract. Furthermore, the English law does not perceive any such obligation regarding the examination of the products by the buyer but CISG 1980 give rights to inspect the goods by the buyer.[33]

The next difference is the perception of common law of UK and the CISG 1980 vary regarding the idea of anticipatory breach. Under article 71 (1) of CISG 1980, “a party may suspend the performance of his obligations if, after to the conclusion of the contract, it becomes apparent that the other party will not perform a substantial part of his obligations…”[34] Article 72 (2) of CISG 1980 stated that if the time permits the party intending to suspend performance after the conclusion of the contract must give reasonable notice to the other party.[35] Likewise, even if the common law of UK recognised the anticipatory breach to a certain level but it does not handle the cases successfully in an organised manner like CISG does.[36]  There is no doubt to the fact that anticipatory breach or suspension seems to be the expectation in English common law rather than a matter of course.[37] On this note, no doubt that the traditional view of common law does not give formal acknowledgment to anticipatory breach by itself and that is the reason the approach of the CISG 1980 in the direction of anticipatory breach is viewed as a significant point of going off from common law,[38] though the statutory law may have made few indirect scope for this in common law frameworks.[39]

While dealing with ‘termination’ or ‘avoidance’ of the contracts, the English common law and the CISG 1980 works in different ways.[40] CISG 1980 requires a ‘fundamental breach’ to occur for the termination of contract.[41] And as stated above, this is burdensome for the innocent party to demonstrate fundamental breach or to overrule the requirement of this. The party also need to override the requirement of article 25 of CISG and then serve notice to other party to terminate the contract under CISG.[42]  This make the CISG a pro-contractual legal instrument as in case of fundamental breach the CISG takes such a stance that the contract should be upheld unless things goes terribly wrong.[43] On the other hand, a significant stricter approach is taken under common law regarding termination. In common law, there must be a breach of a term which is a condition of the contract to declare a contract terminated even if the extent of breach is minor.[44] Whilst contracts under common law on such terms like cif[45] and fob[46] required more strict scrutiny in their performance and this ensure the pursuit of certainty and there is no need of burdensome requirement of notice for the termination of contract.[47] Therefore, in the case of common law contracts of an international sale the buyer is allowed to void the contract where the goods are shipped in time, which is outside the shipment period, as in a case namely, Bowes v Shand, where it was stated “time is of essence”.[48] Peculiarly, it also found in other form in common law which CISG calls a fundamental breach, on what common lawyer would refer to it as breach of intermediate term as in case, Hong Kong Fir Shipping v Kawasaki,[49] here, it was held that the contract is terminated, if one party’s breach of an intermediate term dispossess other party of “substantially the whole benefit which it was the intention of the parties as expressed in the contract that he should obtain as the consideration for performing these undertakings.”[50] There is an another choice in common law of UK for a termination of contract, where the seller declines to perform or he is not in place to satisfy his obligations and on a different note, party could include that an agreement is simply void where the seller may decline the products. Therefore, in any way, the innocent party is entitled to get the damages.[51] So, it is likely, the termination of contract in common law arise when there is breach of term or intermediate term, likewise, termination of contract under CISG 1980 arise when there is a fundamental breach. Then again article 35 of CISG 1980 does not permit the buyer to decline the products until the breach is a fundamental one, with the exception, where buyer is entitled to anticipatory breach. On the other hand, in common law the parties are entitled to withdraw their obligations unilaterally to each other and the innocent party may get the damages.[52]

The next incompatibility between the English law and the CISG 1980 is that they cure the contractual problems in different way. As a result, CISG 1980 cure both document and goods, whereas, common law recognises the cure of document only where time permits.[53] Under article 37 and 48, seller may cure the contractual defects, even after the delivery has been done.[54] On the other hand, it is not possible in English law that the seller cure the contractual defects after the delivery has been made.[55] Under CISG 1980, buyer can require the replace or substitute of the goods under Article 46 (2), only if there is any fundamental breach from seller’s part. Moreover, under Article 49, buyer may terminated the contract if the seller fail to perform any of his duty under contract which amounts to fundamental breach. However, if the delivery has taken place, the buyer loses the rights to terminate the contract. In this scenario, buyer can give additional time frame to cure the contractual defects.[56] But in English law, there is no such option of giving additional time to fix the performance of obligations, neither, there is no such burdensome requirement to cure unless the parties have agreed before the conclusion of the contract.[57]

The next significant difference between the English Sale of Goods and Service Act (SOGSA) 1979 and the CISG 1980 is the system of calculating the damages. The English method of calculating damages is easy than the method of CISG 1980,[58] i.e. actio quanti minoris (roman origin).[59]

The last incompatibility between the English common law and the CISG 1980 is the variant attitude on frustration of the contract of sale. In a case namely, Hirji Mulji v Cheong Yue, the court held that when a contract became frustrated, it indicate that the contract be prospectively terminated.[60] However, there is no such thing like term frustration under CISG 1980. It took similar perception like American legal technique on frustration. Thus, this article extensively justifies a party’s impossibility “due to an impediment beyond [this party’s] control”.[61] In this case, this provision neither have requirement, nor implies that the parties are discharged from their contractual commitments. As a result, if the seller cannot perform the obligations due to unforeseeable circumstances then the buyer may end up paying the cost of the products that he may never have been delivered. Whatever, this does not he cannot terminated the contract of sale later.[62] This can be overcome via three different legal ways, such as, the buyer can say non-performance on the part of seller and this is a fundamental breach under Article 25 of CISG 1980; or he can claims the contract terminated under article 72 of CISG 1980; or the buyer can give additional time to seller to perform his obligations that he has still not performed. In this situation, under article 81 (2) CISG 1980, the seller is bound to pay back the money which has been paid by buyer for the performance of the contract.[63]

Similarities between the English law and CISG 1980:

There are very few similarities between this two sets of legal frameworks.

Firstly, the attitude towards the term ‘specific performance’ are similar to both the CISG 1980 and English common law. In English common law, this term is the matter of court’s discretion and will only order specific performance under S. 52 (1) of Sale of Goods Act (SOGA) 1979, when the product is unique or specially ordered or designed for specific buyer or for a particular purpose.[64] Likewise, under Articles 46 and 62 of CISG 1980 stated expressly about specific performance but Article 28 of CISG 1980 made a significant adjustment to common law of UK, i.e., “if…one party is entitled to require performance of any obligation by the other party, a court is not bound to enter a judgement for specific performance…”[65]

The next similarity between the CISG 1980 and the English common law is in the area of mitigation of loss cases. Both the CISG 1980 and English common law shares the similar attitudes towards the migration of loss, i.e. the victim must take all reasonable steps to reduce the loss which occurred due to the breach of contracts, in order to recover the damages from the defendant, for example, Bulkhaul Ltd v Rhodia Organique Fine Ltd.[66]

Conclusion

As we have seen that there are more differences than similarities between these two sets of laws, both are capable enough to regulate any contract for sale of goods between parties. The English law has every instrument in hand to resolve any dispute between parties regarding contract and there are numerous reasons why UK did not ratify the CISG yet. Because of the unfamiliarity of some new concepts like fundamental breach, UK is less willed to ratify that. Also the lack of uniformity is another reason for not implementing the convention into English law.[67] Furthermore, not all instrument is available to CISG, such as the validity of the contract and passing of property,[68] which makes it more incomprehensive for English law. However, while forming international contract, as people are free to choose between these two sets of law to govern the contract between them, this clarify that no law is superior over the other. Rather, it is the people who determines which set of instruments is favourable to them. Thus the superiority of the instrument depends on the terms of the contract, but not on the context of the Instruments.

Bibliography

Primary Source:

Statutes:

• Sale of Goods Act 1979
• Sale of Goods and Service Act 1982

Cases:

• Re Moore & Co v Landauer & Co [1921] 2 KB 519.
• Leaf v international Galleries [1950] 2 KB 86.
• Arcos v Ronaasen [1933] AC 470.
• Universal Cargo Carriers Corporation v Citati [1957] 2 QB 401.
• Total Gas Marketing ltd v Arco British ltd [1988] 2 Lloyd’s Rep 209 (HL).
• Bowes v Shand (1877) 2 App.Cas. 455.
• Hong Kong Fir Shipping Co Ltd v Kawasaki kisen kaisha Ltd [1962] 2 Q.B. 26 at 66, per Lord Diplock L J.
• Hirji Mulji v Cheong Yue Steamship Co Ltd [1926] AC 497.
• Bulkhaul Ltd v Rhodia Organique Fine Ltd [2009] 1 Lloyd’s Rep. 353.

Secondary Source:

Books:

• Ryder N, Griffiths M and Singh L, Commercial Law (New York 2012)
• M bridge, International Sale of Goods  (3rd edn, 2013)
• Carr I and Stone P, International Trade Law (4th edn,2013)
• M bridge, The International Sale of Goods: Law and Practice, OUP, 1999

Journal Articles:

• Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ
• E. Bergsten and A.Miller “The Remedy of Reduction in Price” (1979) 27 American Journal of Comparative Law 255.
• Hugh Collins, “Great Faith in European Contract Law”, Oxford Journal of Legal Studies (1994).

Websites:

• https://www.legislation.gov.uk/ukpga/1979/54
• https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf

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[1]Nicholas Ryder, Margaret Griffiths and Lachmi Singh, Commercial Law (New York 2012) 197.

[2] Ibid.

[3] Ibid

[4] Ibid

[5] M bridge, International Sale of Goods (3rd edn, 2013) 467.

[6] Ibid.

[7] Nicholas Ryder, Margaret Griffiths and Lachmi Singh, Commercial Law (New York 2012) 198.

[8]   https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf > last accessed 20 Dec. 17; CISG, Art. 1(1) (b).

[9] Ibid, Art.2. provides that contracts involving the sale of securities, ships, vessels, hovercraft or aircraft, and electricity are not governed by the Convention.

[10] Ibid, Art.4.

[11] Ibid, Art.5.

[12] Ibid, Art.6.

[13]  Nicholas Ryder, Margaret Griffiths and Lachmi Singh, Commercial Law (New York 2012) 62.

[14] S 1 (5) (6) ‘Sale of Goods Act 1979’ (Legislation.gov.uk, 1979) < https://www.legislation.gov.uk/ukpga/1979/54 > accessed 2 January 2018.

[15] Ibid, S.2.

[16]Ibid, Ss.3&4.

[17] Ibid, s.5.

[18] Ibid, Ss.6&7.

[19] Ibid, Ss. 8,9,10 and 11.

[20] Nicholas Ryder, Margaret Griffiths and Lachmi Singh, Commercial Law (New York 2012) 79.

[21] Ibid.

[22] Ibid.

[23] Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 44

[24] Ibid

[25] The United States of America marked the CISG on the 31 of August 1981, approved it on the 1st of December 1986 and brought into impact on the 1 of January 1988.

[26] Preceding Council Directive 93/13/EEC there was a relatively total nonappearance of good faith in consumer contracts of sale in the UK. A decent investigation on the effect of this mandate remains the content of Professor Hugh Collins.

 Hugh Collins, “Great Faith in European Contract Law”, Oxford Journal of Legal Studies (1994). The last content remains the most definitive content on the impact of good confidence in European Law all in all and the British law of customer contracts specifically.

[27] Re Moore & Co v Landauer & Co [1921] 2 KB 519.

[28] Article 25 of CISG 1980. https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf> last accessed 3 January 2018.

[29] Leaf v international Galleries [1950] 2 KB 86.

The principle issue was that of a mistake found after numerous years by the victim in connection to an offer of painting; it was said ‘inter alia’ that an activity couldn’t have been founded on mistake, since there was no error in what was given over. The photo sold was a particular one. The gatherings were concurred in similar terms on the same topic and that has been adequate to make an agreement. Acknowledgment of the particular great being referred to have just happened.         

[30] Article 35 of CISG 1980. https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf> last accessed 3 January 2018.

[31] Arcos v Ronaasen [1933] AC 470.

[32] Ibid Art. 38 of CISG 1980.

[33]Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 46

[34] That is if the party in that cannot perform (x) is truly insufficient in his capacity to perform or non-financially sound; or (y) his direct in getting ready to perform or in playing out the agreement is makes it evident that he won’t play out a significant piece of his commitments as in Article 71 (1) (a) and (b).

[35]Article 72 of CISG 1980 https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf > accessed on 4 January 2018.

[36] Universal Cargo Carriers Corporation v Citati [1957] 2 QB 401.

This case provides us with the criteria for anticipatory breach to arise in English law; these were stated by Devlin J.

[37]Total Gas Marketing ltd v Arco British ltd [1988] 2 Lloyd’s Rep 209 (HL).

 Suspension in English common law emerges just in the somewhat uncommon examples where the purchaser’s obligation to make instalment is not basic, while the dealer’s simultaneous obligation to make conveyance is. For this situation, the seller decreases to perform insofar as the purchaser neglects to do as such.

[38]Michael Bridge, The International Sale of Goods: Law and Practice, OUP, 1999 p 89 (para 3.29).

[39] S. 28 of Sale of Goods and Service Act 1979 (as amended).

[40] Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 47.

[41]Article 25 of CISG 1980.  https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf > accessed on 4 January 2018.

[42] Article 26 of CISG 1980.

[43] Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 47.

[44] Arcos ltd. V Ronaasen [1933] AC 470.

[45] Cif is the shortened form of a “cost, protection and cargo” contract for the international sale of contract. Every one of these costs (cost, protection, cargo) are ordinarily paid by the dealer and are incorporated into the cost of the contract. In an agreement all things considered as such dealer owns the products until the point that they are stacked on vessel. Starting from that time the dealer does not typically hold any further obligation in connection to the products.

[46] Fob is the shortened form of a “free on board” contract for the international sale of goods. In an agreement like this, seller pays the transportation costs (and for the most part the protection costs) from the place of manufacture to a specified destination, and soon thereafter the purchaser accepts accountability.

[47] Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 48.

[48] Bowes v Shand (1877) 2 App.Cas. 455.

[49] Hong Kong Fir Shipping Co Ltd v Kawasaki kisen kaisha Ltd [1962] 2 Q.B. 26 at 66, per Lord Diplock L J.

[50] That is the innocent party.

Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 48.

[51] Ibid.

[52] Ibid.

[53] Ibid 49.

[54] Articles 37 and 48 https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf > accessed on 5 January 2018.

[55] Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 49.

[56] Articles 46 and 49 https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf > accessed on 5 January 2018.

[57]   Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 50.

[58] Ibid 51

[59] Actio quanti minoris stands for that system of calculation of damages, whereby the quantification of damages occurs by way of a reduction in price. A good analysis on this is provided by E. Bergsten and A.Miller “The Remedy of Reduction in Price” (1979) 27 American Journal of Comparative Law 255.

[60] Hirji Mulji v Cheong Yue Steamship Co Ltd [1926] AC 497.

[61] Plastas A, ‘Potential Impact of the CISG on the Common Laws of England and the Republic of Ireland: A Legal Anactataxis or a Trivial Matter of Implementation – The Lessons of Comparative Law.’ (2004-2005) 17 Denning LJ 53.

[62] Ibid

[63] Articles 25, 72 and 81 of CISG 1980. https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf > last accessed 5 January 2018.

[64] S.52 of Sale of Goods Act 1979 https://www.legislation.gov.uk/ukpga/1979/54 > last accessed on 7 January 2018.

[65] Articles 28, 46 and 62 of CISG 1980 https://www.uncitral.org/pdf/english/texts/sales/cisg/V1056997-CISG-e-book.pdf > last accessed on 7 January 2018.

[66] Bulkhaul Ltd v Rhodia Organique Fine Ltd [2009] 1 Lloyd’s Rep. 353.

[67] Indira Carr and Peter Stone, International Trade Law, (4th edn, 2013) p 61.

[68] Ibid.