ABSTRACT
This Article offers a narrow lens of analysis: it examines the essence of an interpretive provision in Article 7’s mention of ‘Good Faith’ in the United Nations Convention on Contracts for the International Sale of Goods (‘CISG’ or ‘Convention’) and considers how that article has become glorified, ultimately rising to the deified status of substantive law by way of oftentimes creative, interpretive incorporation techniques by various domestic courts and international arbitral tribunals. Borrowing from religious terminology, court treatment of good faith over the years has resulted in the elevation and exaltation of a universal trope to a divine honor, an apotheosis. This Article argues that this elevation to an apotheosis-like status was never the original intention of the drafters of the Convention; quintessence was never contemplated. The compromise worked out at the 1980 Vienna Conference confined good faith to the interpretation of the CISG only. Good faith did not incorporate any behavioral standards by which parties’ performances under sales contracts were to be measured. Good faith was to play only a modest and limited role. The plain meaning reference to it suggests it was of emblematic value, and its placement in a provision dealing with interpretation of the Convention is somewhat surprising and strange. This perplexity continues: one cannot find a definition or explanation of good faith in the CISG. It is a compromise provision that merely formulates good faith as an interpretive device only. But this is a far cry from what it has become and the heights it has climbed …
Mazzacano, Peter J, From an Interpretive Tool to Substantive Law: The Apotheosis of Good Faith in CISG Jurisprudence (April 9, 2025), (2025) 43 Journal of Law & Commerce 203-228.
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