CYIL 2012

LARRY A. DĎMATTEO CYIL 3 ȍ2012Ȏ Press 2013). His areas of research include international contract law, international sales law (UN Convention on Contracts for the International Sale of Goods), contract theory, American legal thought (Jurisprudence), and legal theory. Professor DiMatteo earned his J. D. from Cornell University Law School, LL.M. from Harvard Law School, and a Ph.D. from Monash University, Australia. He was selected as the 2011 – 2012 University of Florida Teacher-Scholar of the Year, which is the University’s oldest and most prestigious award. 1. Introduction Currently, sale of goods law in the Czech Republic is a common bifurcation between a national sales law and an international sales law. 1 The national contract and sales law is found in the Czech Civil Code 2 and Commercial Code. 3 In the area of international commercial sales transactions, the Czech Republic has been a member of an international sales convention for the past twenty-one years. On 1 April 1991, the former Czechoslovak Socialist Republic ratified and adopted the United Nations Convention on Contracts for the Sale of International Goods (CISG), 4 sometimes referred to as the Vienna Sales Convention. However, this simple bifurcation between national and international sales transactions will become more complicated under the proposed Common European Sales Law (CESL). 5 If enacted as a Regulation, CESL would become the “second” national law of the Czech Republic to be applied to transborder transactions within the EU. This article is broad in coverage in trying to provide a framework for understanding Czech commercial law, the CISG, and CESL. Part 2 briefly examines the state of Czech commercial-consumer law and uses the American Uniform Commercial Code (UCC) 6 for purposes of comparison. The material on the UCC provides a case 1 As of 24 February 2012, UNCITRAL reports that 78 States have adopted the CISG, available at http:// www.cisg.law.pace.edu/cisg/countries/cntries.html. 2 The Civil Code – law no. 40/1964 Coll. [Civil C] – is the basic code, providing foundations for all the areas of private law and the legal system generally, containing provisions on legal personality and subjects of legal relations, legal rights and obligations, types of obligations and contracts, unjust enrichment, civil liability, succession. A new Civil Code goes into effect on 1 January 2014 (Act No. 89/2012 Sb.). 3 The Commercial Code, law no. 513/1991 Coll. [Com C], regulates the relationships between undertakings and commercial activity generally, types of commercial contracts and obligations, law of companies (types, incorporation, company rules, and dissolution), some special provisions on liability in commercial transactions and competition law. 4 United Nations Convention on Contracts for the International Sale of Goods, April 11, 1980, 1489 U.N.T.S. 3. 5 Proposal for a Regulation of the European Parliament and of the Council on a Common European Sales Law Com (2011) 635 final, 2011/0824 (COD) (Brussels 11.10.2011), recital2Pr. This proposal is prefaced with an Explanatory Memorandum (‘Explanatory Memorandum’) from the Commission. Annex 1 contains the substantive sales law rules of the Common European Sales Law (CESL). 6 Uniform Commercial Code UCC, available at http://www.law.cornell.edu/ucc/ucc.table.html (Cornell University Law School, Legal Information Institute).

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