The Common European Sales Law and the CISG - Complicating or Simplifying the Legal Environment?

Maastricht Journal of European and Comparative Law, 2012

Maastricht European Private Law Institute Working Paper 2012/4

18 Pages Posted: 28 Feb 2012 Last revised: 16 Mar 2012

Nicole Kornet

Maastricht European Private Law Institute (M-EPLI); Maastricht University - METRO Institute; Maastricht University - Faculty of Law

Date Written: February 28, 2012

Abstract

Businesses would undoubtedly prefer a legal environment with less complexity. In the European Commission’s view, the legal diversity resulting from the 27 different national contract laws of the Member States creates unnecessary legal complexity and constitutes an impediment to the proper functioning of the internal market. While existing European contract law instruments mainly focus on harmonizing aspects of consumer law, with the proposed Common European Sales Law (CESL), the Commission has now firmly extended the scope of European contract law to also cover commercial sales contracts. However, the CESL is not the first instrument to create a set of uniform rules for cross-border commercial sales contracts. At the international level, there is already the United Nations Convention on Contracts for the International Sale of Goods (CISG). The current proposal consequently raises a number of pertinent questions concerning the relationship between the two instruments, as well as the necessity, desirability, choice for legal base and likely success of the European instrument. The introduction of a European instrument for cross-border commercial sales contracts essentially inserts a new, regional instrument between the divergent national laws of the Member States and the international sales convention. Rather than simplifying the legal environment, such a step adds to its complexity. This would only make sense if (i) diversity of national contract laws is a serious problem for business that needs to be tackled by creating uniform (European) rules; (ii) the existing uniform rules (CISG) have significant shortcomings, and (iii) the new instrument has added value. This article examines the proposed CESL on this basis.

Keywords: common European sales law, CISG, European contract law, uniform law, standardized contracts

JEL Classification: K12, K20

Suggested Citation

Kornet, Nicole, The Common European Sales Law and the CISG - Complicating or Simplifying the Legal Environment? (February 28, 2012). Maastricht European Private Law Institute Working Paper 2012/4. Available at SSRN: https://ssrn.com/abstract=2012310 or http://dx.doi.org/10.2139/ssrn.2012310

Nicole Kornet (Contact Author)

Maastricht European Private Law Institute (M-EPLI) ( email )

P.O. Box 616
Maastricht, NL-6200 MD
Netherlands

Maastricht University - METRO Institute ( email )

PO Box 616
Maastricht, 6200 MD
Netherlands

Maastricht University - Faculty of Law ( email )

P.O. Box 616
Maastricht, 6200
Netherlands

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