Constraints and problems for commercial actors located in countries with a common set of rules – the example of the Rome I Regulation in the European Union

The aim of this report is to explain why we always exclude the application of the Convention on the International Sales of Goods (“CISG”, “Convention”) from the commercial agreements we draft on behalf of our clients.

To this end, in Part I of this report, we will analyze the provisions of the Uniform Commercial Code (“UCC”) applied in most of the states of the United States, with a focus on the Parol Evidence Rule (§ 2-202 Uniform Commercial Code). We will then review the articles of the Convention we disagree with and explain the reasons of our disagreement. In Part II, we will review cases of the Federal Courts of the United States where the Courts have applied the Convention over the Uniform Commercial Code. Among such cases, one decision will be analyzed in more detail, the “D’Agostino case”, in which one of our clients (Ceramica D’Agostino) was involved. The last part of this work, focuses on the cases where the U.S Courts have applied Articles12 and 96 of the Convention.