contract-law international breach-of-contract sale-of-goods
Cancellation vs Avoidance of a contract
<p>Hey I was reading a International Commercial Sale of Goods Contract and I saw this provision:</p>
<blockquote>
<ol start="12">
<li>Effects of avoidance in general</li>
</ol>
<p>12.1 Avoidance of this contract releases both parties from their obligation to effect and to receive future performance, subject to any damages that may be due.</p>
<p>12.2 Avoidance of this contract does not preclude a claim for damages for non-performance.</p>
<p>12.3 Avoidance of this contract does not affect any provision in this contract for the settlement of disputes or any other term of this contract that is to operate even after avoidance.&quot;</p>
</blockquote>
<p>Why did the contract writer use avoidance here instead of an easier term &quot;Cancellation&quot; ?</p>

<p>The term avoidance, as opposed to cancellation, is an implicit reference to <a href="https://uncitral.un.org/sites/uncitral.un.org/files/media-documents/uncitral/en/19-09951_e_ebook.pdf" rel="nofollow noreferrer">Articles 81-84</a> of the Convention on the International Sale of Goods (CISG), which uses the term &quot;avoidance&quot; rather than &quot;cancellation.&quot; This multilateral treaty language is referenced because the CISG is the governing law for most International Commercial Sale of Goods Contracts.</p>
<p>Why does the CISG itself use of the term &quot;avoidance&quot; rather than the term &quot;cancellation&quot;, which is more familiar and idiomatic in American legal English?</p>
<p>Probably because the term &quot;avoidance&quot; produced the most understandable and consistent translations into the multiple languages in which equally authoritative version of the CISG are drafted.</p>

<blockquote>
<p>Why did the contract writer use avoidance here instead of an easier term &quot;Cancellation&quot; ?</p>
</blockquote>
<p>The <a href="http://heimatundrecht.de/sites/default/files/dokumente/Black%27sLaw4th.pdf" rel="nofollow noreferrer">Black's Law Dictionary</a> defines <em>avoidance</em> as <em>cancelling</em>. These terms are to be treated as synonyms unless the contract defines them in a way that establishes a distinction (and for the purpose of outlining the respective ramifications).</p>
