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Texts of the CISG

Official Texts of the CISG presented at this time:

Other presentations of texts of the CISG:

The intent is to present each official text and texts of the CISG in each of the languages into which it has been translated.

For a new site with added features, go to The Uniform Law in Ten Languages, a support instrument for the variable and dynamic search of texts in English, German, French, Spanish, Italian, Dutch, Swedish, Russian, Chinese and Japanese.

Additional material:

  1. Introduction
  2. Challenges present
  3. Contract solution recommended

Introduction

The CISG states that it has been:

"Done . . . in a single original, of which the Arabic, Chinese, English, French, Russian and Spanish texts are equally authentic."

There are also many unofficial translations of the CISG.

See, Annotated Text of the CISG Testimonium: Authentic Languages of Text

2. Challenges present

Tristan Laflamme states:

"An abundance of this sort may provoke two contradictory situations. On one side, it may prove helpful to look at the different wordings in order to solve ambiguities. In this perspective, each text contributes to the construction of the others and clarifies the intention of the Contracting States.[1] The opposite may also be true, however, and the advantages of having many authentic versions become drawbacks.[2] It is extremely demanding to find equivalent expressions in six languages and literal translations can be misleading.[3] In addition, since any legal community tends to interpret a text with distinct cultural, linguistic and social reflexes, divergent constructions are a constant threat to the uniform application of the Convention on the international scale."[4] The United Nations Convention on the International Sale of Goods (Vienna 1980): Some Significant Changes for the Practitioner, March 1994, p. 15 [essay on file at the Institute of International Commercial Law of the Pace University School of Law].

Roy M. Goode notes "the extreme difficulty not only in translating concepts that have no exact legal equivalent in the other system, but also in converting the structure and syntax of one language into the quite different structure of another." He states:

"This can lead to an unenviable choice between precise adherence to the original text in the translation, with the risk that the rendering of the translation is inelegant or out of harmony with linguistic usage, or a freer rendering which responds to the structure and usage of the second language, but at the sacrifice of legal accuracy." Reflections on the Harmonization of Commercial Law, 1 Uniform L.R. (1991) 71 n. 36.

Similarly, Amy H. Kastely states:

"[W]ords used in one language . . . carry implications different from those in another . . . The terms 'offer' and "acceptance" provide powerful examples of this. In English these words carry a rich heritage of legal doctrine, and their equivalents in the Western European languages have similar depth. . . Yet the translations of these words used in the other official versions, such as Chinese and Arabic, do not carry similar implications. . ." Rhetorical Analysis of the United Nations Sales Convention, 8 NW J. Int'l L.E. Bus. 593 (1988).

Frank Diedrich states:

"[W]hen interpreting multilingual conventions, there is an issue as to which language of the text is authentic, since the starting point for any statutory interpretation is logically the wording of the statute itself. This wording represents the direct, "frozen" will of the legislature and must be followed by all courts by virtue of its supremacy under the separation of powers. Although multilingual conventions support their own international acceptance, and present valuable advantages for parties from different countries that enter a contract, there is also the side-effect of a vast amount of possible interpretations. A stringent presumption exists in favor of that text which an "international legislator" declared authentic as a representation of the legislator's actual will concerning the grammatical meaning of the text's wording. All texts that are not authentic are excluded from an autonomous interpretation. The only texts that have become binding on the court by way of a ratification of the Convention are those that were declared authentic by the "international legislator." An "official" translation of a multilingual convention into a non-authentic language contains only a prima facie presumption of its correctness: It still requires an examination and comparison to the authentic text(s).

(. . .)

"If there are several, equally authentic texts of a multilingual convention, it is questionable for an autonomous interpretation to let some languages prevail over others simply because of practical reasons as with the CISG, where there are as many as six languages involved. As the "international legislator" declares, since all these languages are equally authentic, no language may prevail. A lawyer must find the accurate text ("texte juste") by comparing them all.

"If such a comparison reveals disparities between the authentic texts that cannot be rectified, then the interpretation rule in article 33 of the 1969 Vienna Convention on the Law of Treaties has to be applied which provides that the real or normative intention of the final diplomatic conference is decisive. The intention of the international legislator in the final diplomatic conference can be found by way of a historical interpretation of the travaux préparatoires. Such an analysis reveals that concerning the CISG, the official but non-authentic German translation that was jointly drafted by Austria, the Federal Republic of Germany, the former German Democratic Republic and Switzerland has to be ruled out as the basis for an autonomous interpretation. As such, it is reasonable to examine the English and French texts of the CISG to find a texte juste, because these were the languages in which the deliberations and legal negotiations among the representatives of the Contracting States took place.

"It can be presumed then, that the English and French texts of the CISG best represent the intentions of the representatives at the 1980 Diplomatic Conference in Vienna as to the exact wording of the Convention's final text. The authentic English and French texts of the CISG form the basis for the autonomous interpretation and definition of the term "goods/marchandises" in article 1(1)." Maintaining Uniformity in International Uniform Law Via Autonomous Interpretation: Software Contracts and the CISG, 8 Pace International Law Review (1996) 316-318 [citations omitted]

["One German author pointed out that the negotiations within the drafting committee of the 1980 Diplomatic Conference were exclusively done in English and that, therefore, in cases of doubt, the English text should prevail. See Rolf Herber, in: von Caemmerer/Schlechtriem eds., Kommentar zum Einheitlichen UN-Kaufrecht, Beck, 2nd ed. (1995) art. 7, no. 22; See also CISG, supra note 2, at art 7. and Ulrich Magnus, Das UN-Kaufrecht tritt in Kraft, 51 Rabels Zeitschrift für ausländisches und internationales Privatrecht 123, 128 (1987) (underlying the practical importance of the English version of the CISG because of the many legal similarities it has with the legal terminology of common-law countries)." Id. at n.76.]

FOOTNOTES:

1. In the Judgement of August 30th, 1924, on the Mavrommatis Palestine Concessions, the International Court of Justice states that "Where two versions possessing equal authority exist [a tribunal] is bound to adopt the [version which is] in accordance with the common intention of the Parties" (A Digest of the decisions of the International Court, vol 1, ed. K. Marek (The Hague: Martinus Nijhoff 1974) 104).

2. Lord McNair, The Law of Treaties (Oxford: Clarendon Press 1986) 433.

3. Claude Samson, Méthodologie pour l'application uniforme des conventions internationales, Twelfth Congress of the International Academy of Comparative Law (Sydney/Melbourne: August 1986) 10 n.38.

4. Id at 8.

3. Contract solution recommended

By calling for "the meaning which best reconciles the text, having regard to the object and purposes of the treaty", article 33 of the Vienna Convention on the Law of Treaties seeks to aid the resolution of discrepancies in official texts. However, because one can encounter translated words that have different meanings which are difficult to reconcile, parties may wish to include in their contract a Language Clause, for example, "The applicable text of the Convention shall be the official United Nations text in the language in which this contract is written."

Pace Law School Institute of International Commercial Law
Last updated: 
Sunday, September 13, 2020
Last updated: 
Gizem Alper
© Institute of International Commercial Law, Pace Law School