국제물품매매계약의 성립에 관한 법적 쟁점 연구- UCC, CISG상의 관련 조항 비교고찰을 중심으로 -

The CISG is most affected by the UCC. But there are several differences between two laws if we take a closer look at them. This study examines about legal issues regarding formation of the contracts in both laws. The CISG and the UCC accept the typical rule that a contract is established by a offer and an acceptance. According to the CISG Article 14, the offer must be definite, specific and having intent to be bound. Determinability requirement of price in an offer is retreated in Article 55. As a result, relationship between the Article 14 and Article 55 is in dispute. Otherwise the UCC liberalize the degree of definiteness required for contract. The CISG and the UCC recognize the revocability of an offer. In the CISG Article 16, an offerer can revoke an offer until an offeree makes an acceptance. Article 16 restricts the offerer’s power to revoke in two situations, also : making a promise that the offer is irrevocable and the offeree acts in reliance on the promise. According to the UCC 2-205, the only situation where the offer is irrevocable is that the offer makes a firm offer. The CISG and the UCC change the common law rule so called mirror image rule, but there are differences in the way of treating an acceptance with modifications in the CISG and the UCC. According to the CISG, an acceptance contains immaterial differences constitutes an acceptance unless the offerer objects to the discrepancy and those modifications are included as the terms of the contracts. In the UCC, in case of between merchants, the additional terms become part of the contract unless (1) the offer expressly limits acceptance to the terms of the offer, (2) they materially alter it, or (3) notification if objection to them has already been given or is given within a reasonable time after notice of them is received.