유엔 物品賣買法(CISG)에서의 契約의 解釋

Abstract

United Nations Convention on Contracts for the international Sale of Goods (CISG) (1980) has provides how to interpret parties’ statements and other conducts at a contract for the international sale of goods. In other words, Article 8, CISG sets out at Clause 1, subjective interpretation method subject to the parties’intention, and at Clause 2, objective interpretation method if the parties' intention is not unknown, and Clause 3, considerations in their intentional and objective interpretation method. Article 8, Clause 1, CISG provides the primary principle of contract interpretation that a contract should be interpreted according to the parties’intention, which is relevant to natural interpretation method. Even if the other party knew the party's intention as well did not know it due to gross negligence,the contract should be interpreted the party’s intention that should have been known. CISG does not applies the accepted parol evidence rule which eliminates an agreement prior of a final contract conclusion to get over the limit of the jury system in the Anglo-American law system, in which case any possible risk of evidence fabrication can clear up the parties' final intention through (Merger clause). Article 8, Clause 2, CISG provides the secondary principle of contract interpretation if the parties’ intention is not known that the contract should be objectively interpreted according to understanding that a reasonable person of the same kind as the other party would have had in the same circumstances based on the standpoint of the recipient's representation. The parties' subsequent act after contract conclusion is a consideration in judging understanding that a reasonable person of the same kind as the other party would have had in the same circumstances pursuant to Article 8, Clause 3, CISG. This prohibits any following act contradictory to preceding act, so if the subsequent act represents any changed intention, then it should be treated as the change of the contract. In the execution of a contract, if there is any flaw the parties did not think of,then contract interpretation is supplemented by the parties' presumptive intention,which is called the supplementary interpretation of a contract. PICC and PECL have provisions concerning the supplement of omitted provision about supplementary interpretation, while CISG does not specify any written provision,but it is a prevalent opinion that the supplementary interpretation is accepted. Standards of supplementary interpretation should comprehensively take into account the parties' intention, the characteristic and purpose of the contract,principle of good faith and fair trade, and custom and practice etc. In our legal system, the Civil Law does not sets out a first-hand interpretation provision about contract interpretation, in which CISG accepted as domestic law from 2005 year in regard to international transaction of goods has a statutory provision about that, so its correct perception will be able to clarify the content of international sales contract of goods, and contribute to prevention of any international trade disputes.