Negotiations and Contract for the International Sale of Goods
Negotiations that precede the conclusion of a contract for the international sale of goods may influence the legal interpretation of that contract, subsequent to its conclusion, on the one hand but can also, on the other hand, provoke the liability of the negotiating parties for termination of negotiations related to the international sale of goods. Applicable law to the liability of negotiators for the commencement, conducting and termination of negotiations is the law determined by virtue of the rules of private international law or the law agreed upon between the negotiators. The Vienna Convention (CISG) is generally not applicable to this phase. For the sake of predictability of the legal consequences of termination of negotiations, especially in the case of complex, high-value business deals and long-lasting negotiations on the international sale of goods, it is recommended that negotiators determine the law applicable to their negotiations. The choice of the law applicable to the contract for the international sale of goods implies the choice of rules for the interpretation of that contract. Rules for the interpretation of the contract for the international sale of goods might give due consideration to prior negotiations, in determining the intent of a party, especially in countries of civil law tradition and in cases where the Vienna Convention is applicable.
Key words: contract for the international sale of goods, termination of negotiations, negotiations and the interpretation of contracts, UN Convention on contracts for the International Sale of Goods