Case number: 139
Article number: sales convention / 14; 55
Thessaurs issue:
Country of decision: Russian Federation
Year of decision: 1995
Type of decision: Arbitral award

Case 139: CISG 14, 55
Russian Federation: Tribunal of International Commercial Arbitration at the Russian Federation Chamber of Commerce and Industry
Arbitral award in case No. 309/1993 of 3 March 1995
Original in Russian
Unpublished

An Austrian firm (claimant) brought a claim against a Ukrainian firm (respondent) for damages resulting from the latter's refusal to deliver a certain quantity of goods. The respondent denied liability on the grounds that no such agreement had been reached between itself and the claimant.

In settling this dispute, the tribunal noted that, under article 14 CISG, a proposal for concluding a contract should be sufficiently definite. It was considered to be such if it indicated the goods and expressly or implicitly fixed or made provision for determining their quantity and price. A telex communication from the respondent regarding the delivery of the goods within a specified period indicated the nature of the goods and their quantity. However, it omitted to indicate the price of the goods or any means of determining their price. The indication in the telex that the price of the goods in question would be agreed ten days prior to the beginning of the new year could not be interpreted as making provision for determining the price of the goods, but was merely an expression of consent to determine the price of the goods at a future date by agreement between the parties. The claimant, who confirmed the contents of the telex communication, thus expressed its consent to the price of the goods being made
subject to further agreement between the parties.

The tribunal also noted that in this particular instance article 55 CISG, allowing the price of goods to be determined where it was not expressly or implicitly fixed in a contract or where a contract made no provision for determining it, was not applicable since the parties had implicitly indicated the need to reach agreement on the price in future.

Agreement on the price had not subsequently been reached by the parties. The respondent indicated to the claimant that it was not possible to conclude a contract for the specified quantity of goods. Finding that no contract had been concluded between the parties, the tribunal dismissed the claim.