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Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.11 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.11 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning modified acceptance of an offer. Art 2.1.11 stipulates that a reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer. However, a reply to an offer which purports to be an acceptance but contains additional or different terms which do not materially alter the terms of the offer constitutes an acceptance, unless the offeror, without undue delay, objects to the discrepancy. If the offeror does not object, the terms of the contract are the terms of the offer with the modifications contained in the acceptance. Art 2.1.11 also addresses the burden of proof with respect to the discrepancy between offer and acceptance.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.12 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.12 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning written confirmations. Art 2.1.12 stipulates that if a writing which is sent within a reasonable time after the conclusion of the contract and which purports to be a confirmation of the contract contains additional or different terms, such terms become part of the contract, unless they materially alter the contract or the recipient, without undue delay, objects to the discrepancy. This commentary discusses silence as acceptance of new terms, issues arising from incorporation of a choice of law or arbitration clause into the contract, consequences of failure to object to the written confirmation, and burden of proof of the party invoking the terms of the contract as stated in the confirmation.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.13 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.13 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the conclusion of a contract. Art 2.1.13 deals with two separate aspects of formation during pre-contractual negotiations: agreement on specific matters of content, and agreement is concluded only if the agreement is concluded in a specific form. Where in the course of negotiations one of the parties insists that the contract is not concluded until there is agreement on specific matters or in a particular form, no contract is concluded before agreement is reached on those matters or in that form. This commentary compares conditional contracts and fundamental prerequisites and concludes with a discussion of particular formalities relating to the conclusion of a contract.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.14 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.14 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning contracts with terms deliberately left open. Art 2.1.14 permits the contract to have effect notwithstanding the fact that particular terms have been left open for future agreement. If the parties intend to conclude a contract, the fact that they intentionally leave a term to be agreed upon in further negotiations or to be determined by a third person does not prevent a contract from coming into existence. This commentary discusses present intention to be bound despite open terms, resolving disputes on open terms, and burden of proof relating to disputes over the existence of a contract despite open terms.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.8 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.8 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning acceptance of an offer within a fixed period of time and how such time is to be calculated. Art 2.1.8 stipulates that a period of acceptance fixed by the offeror begins to run from the time that the offer is dispatched. A time indicated in the offer is deemed to be the time of dispatch unless the circumstances indicate otherwise. In general, deadlines for acceptance may be either absolute or relative. Art 2.1.8 is concerned only with relative deadlines, for only relative deadlines leave anything for calculation. In cases where the offer has arrived but its date is manifestly wrong, it may be sufficient to lead evidence of the probability of the date of dispatch by working back from the date of delivery.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.9 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.9 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning late acceptance and delayed transmission of an acceptance. Art 2.1.9 stipulates that a late acceptance is nevertheless effective as an acceptance if without undue delay the offeror so informs the offeree or gives notice to that effect. If a communication containing such a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without undue delay, the offeror informs the offeree that it considers the offer as having lapsed. Art 2.1.9 also addresses the burden of proof with respect to lateness attributable to offeree and delays in transmission.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.10 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.10 of the UNIDROIT Principles of International Commercial Contracts (PICC), which stipulates that acceptance of an offer may be withdrawn if the withdrawal reaches the offeror before or at the same time as the acceptance would have become effective. Rejection of an offer causes an offer to lapse (at least as regards the offeree who has rejected). Withdrawal of an acceptance, in contrast, has no effect, in principle, on the offer. The effect of the withdrawal on the original offer must, in any case, be a matter of construction of the offer, the withdrawal, and the surrounding circumstances. Art 2.1.6(2) provides that acceptance becomes effective only when it reaches the offeror. Art 2.1.10 provides for acceptances what Art 2.1.3 provides for the withdrawal of offers.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.6 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.6 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the mode of acceptance of an offer. Art 2.1.6 stipulates that a statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Silence or inactivity does not in itself amount to acceptance. Acceptance of an offer becomes effective when the indication of assent reaches the offeror. However, if, by virtue of the offer or as a result of practices which the parties have established between themselves or of usage, the offeree may indicate assent by performing an act without notice to the offeror, the acceptance is effective when the act is performed. Art 2.1.6 explains explicit and implicit indication of assent, silence or inactivity as acceptance, effectiveness of acceptance, order of communications and labels, and burden of proof.

Ch.2 Formation and authority of agents, Formation II: Arts 2.1.6–2.1.14—Acceptance, Art.2.1.7 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.7 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the time of acceptance of an offer. Art 2.1.7 stipulates that an offer must be accepted within the time the offeror has fixed or, if no time is fixed, within a reasonable time having regard to the circumstances, including the rapidity of the means of communication employed by the offeror. An oral offer must be accepted immediately unless the circumstances indicate otherwise. Offers are thus transitory indications of assent. Art 2.1.7 discusses the default time of acceptance with respect to oral offers and acceptance inter absentes, as well as the burden of proof concerning time of acceptance.

Ch.2 Formation and authority of agents, s.1: Formation, Introduction to Arts 2.1.1–2.1.14 »

Ross G Anderson
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
Chapter 2 of the UNIDROIT Principles of International Commercial Contracts (PICC) contains the core provisions on contract formation. It has two sections: the first deals with offers, acceptances, negotiations, standard terms, and standard firms; the second deals with agency. The fundamental rules on formation of contract which focus on the law of offer and acceptance are provided in Arts 2.1.1–2.1.14. The ‘classical’ model of contract law centres on the parties' agreement to assume obligations with private law consequences, whereas the ‘neoclassical’ model adopts a less strict approach but with a similar focus. This chapter covers contract formation in modern commercial practice, along with provisions relating to electronic signatures, letters of intent, and notices.