PERIOD FOR ACCEPTANCE FIXED BY THE OFFEROR: CISG ART. 20 AND PECL ART. 1:304

In the situation where the offeror fixes a precise date by which the offeree must accept the offer (e.g., “no later that 31 August”), there are no special problems regarding the period allowed for acceptance of the offer by the offeree. However, in the situation where the offeror merely indicates a period of time for acceptance (e.g., “fifteen days”), problems may arise as to when that period begins because of possible uncertainty in whether the period starts to run from the time the communication was prepared by the offeror, the time it was sent, or the time it was received by the other party.

It is an important element of certainty for parties who contemplate entering into a contract that there is a clear point of time at which the period fixed by the offeror for acceptance of the offer commences.

In Part II of the Convention, entitled “Formation of the Contract,” CISG Article 20 provides the rules for calculating when that period begins to run in situations where the commencement of the period of time during which an offer can be accepted by the offeree has not been expressly fixed by the offeror.

PECL Article 1:304, entitled “Computation of Time,” seems to have a slightly broader scope than CISG Art. 20: the former provides the rules for computing the commencement of a period of time “set by a party in a written document for the addressee to reply or take other action,” whereas the CISG deals specifically with the “time for acceptance fixed by the offeror.”