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ACCA Applied Skills · Corporate and Business Law (Global) · Introduction to the UN Convention on Contracts for the International Sale of Goods and ICC Incoterms

Ivor Ltd (State I) offers goods to Jaxon Co (State J), both CISG contracting states. Jaxon does not reply but begins to load the goods onto its own vehicles at Ivor's warehouse, as the offer invited, without notifying Ivor first. No notice of acceptance has been sent. Under the CISG, when might this conduct amount to acceptance?

The conduct can amount to acceptance when the offer, prior practice or usage allows assent to be shown by an act without notice. Acceptance is then effective when the act is performed, and no writing is needed under the CISG.

  1. ANever, because acceptance must be in writing
  2. BIf, by the offer, practices between the parties or usage, the offeree may indicate assent by performing an act without notice to the offeror, the acceptance is effective when the act is performedCorrect
  3. COnly when Ivor Ltd later pays for the loading
  4. DOnly if the court decides silence amounts to acceptance

Explanation

The CISG allows acceptance by conduct: if, by virtue of the offer, established practices or usage, the offeree may indicate assent by an act such as dispatching goods without notice, the acceptance is effective when the act is performed. Writing is not required, so the first option is wrong. Silence alone is not acceptance.

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