Under Common Law,

1. Under Common Law, • Exceptions to the rule of consideration: promises (in writing) to pay past debts; promises to pay for benefits/services received; modification of a contract for the sale of goods; option contract; guaranty contract; and promissory estoppel.

2. The doctrine of promise estoppel • A promise will be enforceable without consideration if: (i) the promisee acts or forbears in reliance on the promise; and (ii) this action or forbearance was reasonably foreseeable by the promisor. • Usually applied in a situation of a promise to make a gift.

3. Sources of Rules Governing International Sale of Goods • United Nations Convention on Contracts for the International Sale of Goods • National Law • Principles of International Commercial Contracts • International Customs and Usages: Incoterms

4. CISG • Background Introduction • Lex Mercatoria • UNCITRAL-furthering the progressive harmonization and modernization at UNIDROIT to prepare a uniform law for the international sale of goods in 1930. In 1964, two drafts were submitted in Hague.

5. ULF The Convention relating to a Uniform Law on the International Sale of Goods ULIS The convention relating to a Uniform Law on the Formation of Contracts for the International Sale of Goods Drafts to diplomatic conferenceCriticism-primarily reflecting the legal traditions and economic realities of continental Western Europe

6. CISGin order to be accepted widely, study on the former two convention were made and a new convention CISG was adopted by diplomatic conference. Details see CISG test and explanatory note.pdf

7. National Law • Still important partly due to the incomplete coverage of contractual issues by CISG, and partly attributed to the legal and cultural tradition of different countries. • In common law counties, rules are embodied in case law. • American statutes have been adopted. Eg. 1951, Uniform Commercial Code(UCC)

8. 1. UCC, the primary commercial law for domestic transactions in the United States.2. Drafted as a model law, however, it has been adopted by all US states, but Louisiana.3. It covers many areas, but the sale of real estate or services, insurance, and intellectual property not included.4. U.S became a member of CISG, having been a supplanted.5. contracts not covered by the CISG, turns to UCC or other statutes. Otherwise, they are covered by common law.

9. PICC • Principles of International Commercial Contracts is model law playing importantly in the field • Preparation • Framework • Comments

10. Preparation • 1968, UNIDROIT • Propose to initiate a “restatement of law” at international level. • Members of the Group were legal scholars, leading experts in contract law and international trade law. Until 1994, it was published.

11. Framework • Widely covered area • Extending to transactions in services and investment • Establishing commercial principles • Freedom to contract • Good faith • Fair dealing • Favor contractus

12. Comments • In nature it is a model law, non-legal-binding document; • More frequently used as an alternative of national law and CISG in the area of international contract practice and dispute resolution; • Covers more categories of sales rather than sale of goods • Individuals free to choose, considered “best practice”

13. International Customs and Usages: Incoterms • Abbreviated trade terms describing such matters as the time and place where a buyer is to take delivery, the time and place for payment, the price, the time when risk of loss shifts from the seller to buyer, and the costs of freight and insurance. • Built up by International Chamber of Commerce( ICC), first published in 1936

14. Incoterms • Attention: Incoterms is limited to matters relating to the rights and obligations of the parties to the contract of sales with respect to the delivery of goods sold. • Two misunderstandings: • It applies to the contract of carriage; • It is wrongly assumed to provide for all the duties.