Implementation of Contract Formation Statute of Frauds, Parol Evidence, and Battle of Forms CISG Provisions in Civil and Common Law Countries
![handle is hein.journals/jlac25 and id is 141 raw text is: IMPLEMENTATION OF CONTRACT FORMATION STATUTE OF
FRAUDS, PAROL EVIDENCE, AND BATTLE OF FORMS CISG
PROVISIONS IN CIVIL AND COMMON LAW COUNTRIES*
Louis F. Del Duca
I. INTRODUCTION
Some delay and resistance in applying norms of a new legal order
transplanted into a dissimilar legal order is a predictable phenomena
recognized by comparative lawyers. The analysis which follows illustrates
general acceptance of the United Nations Convention on Contracts for the
International Sale of Goods (CISG)I norms by tribunals of ratifying states.
However, instances of non-application or misapplication of CISG norms have
occurred. Comfort can be taken from the fact that in many instances
subsequent decisions of courts from the same country have properly applied
the CISG norm in question.
II. STATUTE OF FRAUDS
Article 11 of the CISG states that [a] contract of sale need not be
concluded in or evidenced by writing and is not subject to any other
requirement as to form. It may be proved by any means, including
witnesses.2 Article 11 displaces domestic statute of frauds provisions that
require contracts over a certain monetary amount to be evidenced by a writing
in order to be enforceable.' Implementation of Article 11 has of course been
* Originally published in 38 UCC L.J. 55 (2005).
** Director, Center for International and Comparative Law and A. Robert Noll Professor, The
Pennsylvania State University Dickinson School of Law. It is a pleasure to acknowledge the able research
assistance of Kristin Schork, J.D. Candidate, The Pennsylvania State University Dickinson School of Law
(2006).
1. United Nations Convention on Contracts for the International Sale of Goods, Apr. 11, 1980, S.
Treaty Doc. No. 98-9, 1489 U.N.T.S. 3, 19 I.LM. 668, available at http://www.uncitraLorg/uncitraen/
uncitral texts/sale goods/1980CISG.htmI [hereinafter CISG].
2. CISG art. 11, 1489 U.N.T.S. 61, 19 I.L.M. 674.
3. Some examples of domestic statute of frauds provisions are Section 2-201 of the Uniform
Commercial Code in the United States (U.C.C. § 2-201 (2001)), Article 1341 of the French Civil Code
(CODE CIVIL [C. civ.] art. 1341), and Article 2721 of the Italian Civil Code (CoDICE CIVILE [C. c.] art.](ViewImageLocal?handle=hein.journals/jlac25&div=13&collection=&method=preview&ext=.png&size=3)
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