The usual mistake
A supply contract between an American and an Uzbek company normally contains a clause like this:
This Agreement shall be governed by the laws of the State of New York.
The parties who wrote it believe they have chosen UCC Article 2. In all likelihood they have not.
The reason: both states are parties to the 1980 UN Convention on Contracts for the International Sale of Goods (CISG, the "Vienna Convention"). The Convention is part of US law, so a choice of "the law of the State of New York" chooses it too.
The facts
From UNCITRAL's official status table:
| State | Action | Date | In force from | Declarations |
|---|---|---|---|---|
| Uzbekistan | Accession | 27 November 1996 | 1 December 1997 | none |
| United States | Ratification | 11 December 1986 | 1 January 1988 | not bound by art. 1(1)(b) |
Why it applies by default
Article 1 of the Convention:
(1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States:
(a) when the States are Contracting States; or
(b) when the rules of private international law lead to the application of the law of a Contracting State.
The US relies on limb (a) — its declaration is only that it is not bound by limb (b) (art. 95). And a US–Uzbekistan contract falls squarely within (a): both are Contracting States.
Paragraph (3) removes another common confusion:
(3) Neither the nationality of the parties nor the civil or commercial character of the parties or of the contract is to be taken into consideration in determining the application of this Convention.
What matters is where the place of business is, not where the company is incorporated.
You can switch it off — but you have to do it
Article 6:
The parties may exclude the application of this Convention or, subject to article 12, derogate from or vary the effect of any of its provisions.
So exclusion is available, but it does not happen by itself. A clause saying "New York law governs" does not exclude the Convention — because the Convention is part of New York law.
To exclude it, say so: for example, "The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement."
Why it matters: the writing requirement
This is the clearest practical consequence. Article 11:
A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means, including witnesses.
Now set that against both domestic rules:
- UCC § 2-201 — a goods contract at $500 or more is unenforceable without a signed writing;
- Civil Code art. 1181 — a foreign-economic transaction with an Uzbek legal entity or citizen on either side is made in writing wherever it is made;
- Civil Code art. 108 — every transaction of a legal entity is in writing.
Both domestic systems require a writing. The Convention requires no form at all.
Articles 12 and 96: why the escape hatch is shut
The Convention anticipated this. Article 96: a Contracting State whose legislation requires contracts of sale to be in writing may make a declaration — and then, under article 12, article 11 does not apply where a party has its place of business in that State.
Uzbekistan made no such declaration — none is recorded in UNCITRAL's table. Articles 108 and 1181 of the Civil Code are exactly the kind of legislation article 96 describes, but the declaration was not made.
And this is where the article stops. Article 1181 is a conflicts rule — it says which country's law applies — while article 11 is a substantive one. How a treaty in force in Uzbekistan interacts with a domestic conflicts rule is a legal conclusion, and a lawyer has to draw it. This article puts the question; it does not answer it.
What else the Convention changes
Three examples, all verbatim:
- The offer (art. 14). A proposal is "sufficiently definite" if it indicates the goods and expressly or implicitly fixes or makes provision for determining the quantity and the price. UCC § 2-204(3), by contrast, saves a contract with terms left open;
- Acceptance (art. 18). An acceptance becomes effective when the indication of assent reaches the offeror. Silence or inactivity does not in itself amount to acceptance. That is close to Civil Code arts. 365 and 370;
- The moment of conclusion (art. 23). A contract is concluded when an acceptance becomes effective in accordance with the Convention.
If the Convention does not apply: the two domestic rules
If the contract is not for the sale of goods — services, software, construction — the CISG does not apply and the question falls back to the domestic conflicts rules.
Uzbekistan: Civil Code art. 1189
A contract is governed by the law of the country chosen by agreement of the parties, unless a law provides otherwise.
The text requires no connection between the chosen law and the transaction. The choice may cover the whole contract or particular parts of it, and may be made when contracting or at any time afterwards.
Absent an agreement, art. 1190: the law of the country of the party performing the characteristic performance. In a sale that is the seller; in a works contract the contractor; in a loan the creditor, and so on. For immovable property, the law of its location.
Article 1192 lists what the governing law covers: interpretation, the parties' rights and duties, performance, the consequences of non-performance, termination, the consequences of invalidity, and assignment and transfer of debt.
United States: UCC § 1-301(a)
When a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
So the American text requires a relation and the Uzbek text does not. Subsection (c) then lists the sections whose own conflicts rules override such a choice (§ 2-402; §§ 2A-105 and 2A-106; § 4-102; § 4A-507; § 5-116; § 6-103; § 8-110; §§ 9-301 through 9-307).
The difference is practical: choosing a neutral third country's law reads as easier under the Uzbek text. But that is a reading of the text; how it works turns on case law, and none is cited here.
When drafting: four questions
- Is this a contract for the sale of goods? If yes, you have a decision to make about the CISG. If no, go to art. 1189 / § 1-301.
- Do you want the CISG or not? Either answer can be right — but make the decision and write it down. Silence means the Convention applies.
- Which law? "New York law" alone is not enough if you also mean to exclude the Convention.
- Keep the writing anyway. Even where the CISG imposes no form, Civil Code art. 1181 does, and the interaction is unresolved. A written contract makes the question moot.
What is not in this article
Stated plainly:
- Enforcement of judgments and awards. How a US court judgment would be enforced in Uzbekistan is not covered. The New York Convention on arbitral awards was not retrieved for this article — so it does not tell you that arbitration is more enforceable;
- CISG case law. Article 7 requires regard to uniform application; the case law that supplies it is not cited here;
- The boundary of "goods". CISG arts. 2 and 3 set out the exclusions (consumer sales, auctions, securities, ships, electricity) and mixed contracts. They were not retrieved verbatim, so the boundary is not drawn precisely;
- Currency control and export-contract registration. In practice these govern how a cross-border contract is performed and paid. Not retrieved, not claimed.