An American buyer and an Austrian seller concluded a contract for the sale of goods. After signing the contract, the buyer's obligations thereunder were assumed by a third person. When a dispute arose between the parties, the buyer claimed to be no longer party to this contract, invoking the assumption of its obligation by a third person, to which the seller had allegedly agreed. The seller objected.
The Court held that CISG governs only the formation of the contract of sale and the rights and obligations of the seller and the buyer arising from such contract (Art. 4 CISG). Questions related to the substitution of the debtor with consent of the creditor ("Schuldübernahme") are not ruled by CISG, but have to be determined according to the applicable domestic law. |