Scenario
A wine wholesaler based in State A seeks to expand its market by approaching retail businesses in State B. Since both states are signatories to the CISG, the wholesaler sends email messages to about 150 selected retailers in State B. Each email is personalized with the retailer’s name and includes descriptions of different wine varieties along with their respective prices.
Legal Characterization of the Wholesaler’s Communication as an Offer
It is essential to note that the United Nations Convention on Contracts for the International Sale of Goods (CISG) concerns the sale of goods between retailers from various states. Also, for the purpose of this Convention, statements or other conduct of a party shall be interpreted according to its intention (Bridge, 2017). Accordingly, a wholesaler of wine in State A, by sending an offer letter with a list of goods, description, and prices, offers a public contract of offer to 150 addressees. Accordingly, if at least one store accepts the offer, it will be considered a contract of sale under the CISG. This is because the seller and the buyer clearly understood each other’s intentions, which were to cooperate.
Moreover, according to Article 11 of the CISG, it is not required that the contract of sale be concluded or confirmed in writing or be subject to any other requirement regarding form (Bridge, 2017). It may be evidenced by any means, for example, sending an email and replying to it by email may be an acceptable way of concluding a contract. At the same time, depending on whether the law of at least one party insists that sales contracts must be made or validated in writing, the contract may not be recognized as automatically valid.
Formation of a Binding Contract Under the CISG upon Acceptance
It should also be remembered that a response to an offer that is intended to be an acceptance, but contains additions or other changes, is a counteroffer. Moreover, in the case of the wholesale sale of wine, the store accepts the offer without any reservations (Bridge, 2017). Therefore, if the store accepts the offer, the answer is called acceptance. Accordingly, in such a response, the norms of the UN Convention on Contracts for the International Sale of Goods apply to further cooperation between the parties.
Reference
Bridge, M. G. (2017). The international sale of goods. Oxford University Press.