ABSTRACT
‘Mixed contracts’ are contracts that combine the sale of goods with the provision of services or work. These transactions challenge the boundaries of sales law and test the capacity of existing legal instruments to provide clarity and predictability on the applicable law. The central question is whether mixed contracts fall under laws on the sale of goods or under those governing services. This paper undertakes a comparative doctrinal analysis of how the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Commercial Code (UCC) address mixed contracts. The research relies on close reading of statutory provisions, case law, and scholarly commentary.
The CISG, through Article 3, leaves the classification of mixed contracts largely to judicial interpretation. It relies primarily on the relative economic value of goods versus services and adopts an ‘all-or-nothing’ approach, applying to the entire contract only if goods predominate. By contrast, the UCC, historically silent on hybrids, was amended in 2022 to define hybrid transactions and introduce a structured test for determining scope of application. This test evaluates multiple non-dispositive factors and permits bifurcation, applying Article 2 provisions to the goods-related aspects of a transaction even when services prevail.
This paper argues that while both instruments aim to extend sales law beyond traditional contracts, the UCC’s recent reforms enhance legal certainty, whereas the CISG’s flexible but indeterminate framework reflects its multilateral character. Understanding the nuances of these approaches is essential for lawyers and policymakers addressing hybrid transactions in global commerce.
Crivelli, Chiara, Mixed Contracts in International Sales Law: A Comparative Study of the CISG and the UCC (June 1, 2024).
Leave a Reply