September 15, 2019

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Commercial Transactions in Canada

Ever since Canada implemented the United Nations Convention on Contracts for the International Sale of Goods 1980 (CISG) in 1992, domestic legislation in all provinces has shifted to bring itself more in line with the requirements of the convention.



International commercial transactions


The CISG paves the way for consistency in the laws pertaining to the international sale of goods. It also regulates the relationship between buyers and sellers in commercial transactions across borders.


The CISG indicates how a contract for the sale and purchase of goods is formed and then outlines the obligations of the seller and the buyer in the transaction. It also prescribes some remedies for breach of contract.


Most of the provinces have enacted legislation to regulate the sale of goods. For instance, British Columbia and Ontario have both enacted their own versions of the International Sale of Goods Act.



Sale of goods in Quebec


Quebec has enacted the Convention des Nations Unies sur les contrats de vente internationale de marchandises (Loi concernant la), or An Act Respecting the United Nations Convention on Contracts for the International Sale of Goods.


The Act deals in considerable detail with the formation of a contract for the sale of goods. According to Article 14 of the act, a proposal for a contract can be considered an offer if it possesses enough exactness and shows that it is meant to be binding upon acceptance.


Article 25 describes what amounts to a breach of contract, which occurs when an act or omission of one of the parties results in the other party not getting what the contract entitles him to. A breach will not have been committed if the alleged breach was not reasonably foreseeable in the circumstances.


Chapter II of the Act sets out the seller’s obligations.


According to Article 32, Unless the seller is required by the terms of the contract to deliver the goods to the buyer or to any other place, he is required to hand over the goods to an appropriate delivery agent who may or may not be the last in a chain of delivery agents. The seller may also be obliged to place the goods at a place known to both the buyer and seller at the time the goods are supposed to be produced or manufactured. If neither of the above is true the seller may be required to place the goods at his place of business.


The goods must also be delivered by the seller on a date in accordance with the terms of the contract or within a reasonable timeframe after the contract is concluded, as stated in Article 34.


Chapter III sets out the obligations of the buyer. Article 53 requires that the buyer pay the agreed price for the goods and accept them or pick them up in accordance with the contract.





Articles 45 to 52 provide for remedies that will apply when the contract is breached by the seller, and Articles 61 to 65 provide for remedies that are applicable when the contract is breached by the buyer.