The author is an assistant professor of business and international law at the University of Miami School of Business. He holds a law degree from Cornell Law School and has published several articles and a book entitled, Contract Theory: The Evolution of Contractual Intent.
The author examines the effect the U.N. Convention on Contracts for the International Sale of Goods (CISG) has had on international arbitration. He reviews the general principles of good faith and fairness, and explains how these provide the framework for arbitrators to apply CISG provisions as evidence of general principles of international contract law.
The impact of the United Nations Convention on Contracts for the International Sale of Goods (CISG)1 on international arbitration has been felt in two areas. First, its adoption as the domestic contract law of the individual signatories will require its application by arbitrators under conflict of law rules.2 Courts and arbitral tribunals will be required to apply its rules when it is determined that it is the law of the case. Second, it may be voluntarily applied as evidence of customary international law. Arbitration tribunals are more likely than courts to recognize it as a source of customary international contract law. It is the product of compromise between three of the world’s major legal systems— common law, civil law, and socialist law.3 Thus, it possesses a universal appeal that many arbitrators will find appealing in their search for a lex mercatoria-type of justification for their awards. It is this second use of the CISG by arbitral tribunals—as evidence of customary international contract law— that this article is directed.