국제물품매매에 있어 계약의 성립과 해석에 관한 비교법적 분석 - CISG 협약을 중심으로 -

This article analyze issues concerning contract formation and interpretation that it is related to the nature, the boundaries and the features of the concept of offer and acceptance as constitutive elements of a contract under the United Nations Convention on the International Sale of Goods 1980(the CISG). The CISG does not cover all issues that may arise in relation to the contract it governs, but helps reaching uniformity aimed at. The kind of precontractual documents constitutes to begin negotiations, such as estimate letter, proporma invoice, MOU, does not constitute an offer. The offer must definitely set out fundamental element of the contract and include the intent of the parties to be bound. The acceptance must be pure and simple not including substantial modifications and must also be identical to the offer. The general rule in the CISG sets forth the so called "mirror-image rule". According to this rule, a reply that purports to constitute an acceptance which does not entirely mirror the offer but contains additional and different terms is to be considered a rejection of the offer and represents a counteroffer. However, this rule is relaxed by article19(2) which indicates an exception to the "mirror- image rule" : even a reply to an offer which contains additional or different terms that do not materially alter the terms of the offer can constitute an acceptance, unless the offeror objects to the discrepancies, without undue delay. CISG introduced Article19(3)which tries to give some guidance as to when the acceptance materially alters the terms of the offer, but this provision does not provide an exhaustive list of case where the modifications are material; rather the interpretation of this provision may taken case-by-case approach