11 CISG
Article 11 CISG
A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.
I. Overview
Article 11 CISG lays down the principle of freedom from form requirements. A contract may be concluded orally or implicitly through the parties’ conduct. The parties are, however, free to agree on a writing requirement. They may also provide for another requirement indicating intention to be bound, for instance, consideration as it is generally required in legal systems of the common law.
II. Principle of Freedom from Form Requirements
Article 11 CISG governs only the matters which are not excluded from the scope of application of the Convention (see above, Art 4). For example, form requirements for jurisdiction or arbitration clauses are not governed by Article 11 CISG but are subject to the applicable procedural rules of law. It must, however, be noted that this last-mentioned point is controversial.
For matters governed by the CISG, form requirements of domestic laws do not apply, except for those cases that fall within the scope of Articles 12 and 96 CISG (see below, Art 12).