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Ch.2 Formation and authority of agents, Formation I: Arts 2.1.1–2.1.5—Offer, Art.2.1.1 »

Luke Nottage
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.1, which stipulates that a contract may be concluded either by acceptance of an offer or by conduct of the parties that is sufficient to show agreement. This provision reflects the neoclassical approach of the UNIDROIT Principles of International Commercial Contracts (PICC) to contract law, maximizing the parties' freedom to negotiate until they agree to contract on certain terms, by expressly mentioning that one means of concluding a contract is by conduct of the parties that is ‘sufficient’ (that is, definite enough) to ‘show agreement’. Art 2.1.1 broke new ground among transnational contract instruments in providing expressly for contract formation to be evidenced simply through conduct sufficient to show agreement. It also stresses the burden of proof necessary in contract formation.

Ch.2 Formation and authority of agents, Formation I: Arts 2.1.1–2.1.5—Offer, Art.2.1.2 »

Luke Nottage
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
Identifying an ‘offer’ is usually the first step in the traditional scheme for establishing that a contract has been concluded. This commentary focuses on Article 2.1.2 of the UNIDROIT Principles of International Commercial Contracts (PICC), which requires a proposal that is ‘sufficiently definite’ and ‘indicates the intention of the offeror to be bound upon acceptance’. These two requirements parallel those set out in Art 2.1.1 with respect to conduct of the parties ‘sufficient to show agreement’ in situations outside the usual offer-and-acceptance framework of negotiations. Arguably, however, ‘Art 2.1.14 shows that sufficient definiteness is merely accessory to the parties' intention to be bound’; the latter will be given effect unless indefiniteness reaches ‘the point where construction becomes impossible’. Art 2.1.2 addresses the intention to be bound in public proposals, tenders, quotes, letters of intent or comfort.

Ch.2 Formation and authority of agents, Formation I: Arts 2.1.1–2.1.5—Offer, Art.2.1.3 »

Luke Nottage
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.3 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the withdrawal of an offer. An offer becomes effective when it reaches the offeree. An offer, even if it is irrevocable, may be withdrawn if the withdrawal reaches the offer before or at the same time as the offeree. Like the principle in Art 2.1.3(1) PICC, most national legal systems also recognize the principle in Art 2.1.3(2) that an offer does not remain effective if received before or at the same rime as the offer is withdrawn. The latter principle protects the offeror's freedom to change its mind and not enter into a contract at all, or only on any subsequently proposed terms. This is consistent with a classical or neoclassical model of contract law and creates quite a high threshold for entering into binding contracts. The party alleging an offer has the burden of proof to establish that it has been received. This can be rebutted by the other party.

Ch.2 Formation and authority of agents, Formation I: Arts 2.1.1–2.1.5—Offer, Art.2.1.4 »

Luke Nottage
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.4 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the revocation of an offer. Art 2.1.4 stipulates that until a contract is concluded an offer may be revoked if the revocation reaches the offeree before it has dispatched an acceptance. However, an offer cannot be revoked if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer. Art 2.1.4 explains irrevocability indicated by the offer and irrevocability due to reasonable reliance.

Ch.2 Formation and authority of agents, Formation I: Arts 2.1.1–2.1.5—Offer, Art.2.1.5 »

Luke Nottage
From: Commentary on the UNIDROIT Principles of International Commercial Contracts (PICC) (2nd Edition)
Edited By: Stefan Vogenauer
This commentary focuses on Article 2.1.5 of the UNIDROIT Principles of International Commercial Contracts (PICC) concerning the rejection of an offer. Art 2.1.5 stipulates that an offer is terminated when a rejection reaches the offeror. Even if the offer has become effective (without being withdrawn, under Art 2.1.3) and remains so (without being revoked, under Art 2.1.4), it can he terminated upon the rejection of the offeree reaching the sphere of control of the offeror (Art 1.10). This principle is consistent with a (neo)classical approach to contract law that seeks to preserve the freedom not to be drawn readily into contracts, and is widely accepted across national legal systems. Art 2.1.5 explains termination of an offer by explicit or implied rejection and termination of offer by other means.