Using the UNIDROIT Principles to Fill Gaps in the CISG

John Y. Gotanda, Villanova University School of Law

Abstract

The United Nations Convention on the International Sale of Goods (CISG) sets forth only a basic framework for the recovery of damages, thereby giving a court of tribunal broad authority to determine an aggrieved party's loss based on circumstances of the particular case. Unfortunately, the lack of specificity has resulted in much litigation, and seemingly conflicting results. To remedy this problem, some have argued that the gaps in the CISG damages provisions should be filled with the UNIDROIT Principles of International Commercial Contracts. In this paper, I argue that the gap-filling rules of CISG preclude the UNIDROIT Principles from being used as the primary source of authority for resolving issues not expressly settled by the Convention. However, the Principles may still have a role to play. They help us understand the general principles of the CISG that guide courts and tribunals in resolving matters not expressly dealt with in the Convention. In addition, they provide support for solutions to open issues reached through an analysis of the Convention itself.