Harmonizing the Standard of “Fundamental Breach” under Article 25 CISG - A Comparative Analysis of Selected EU Case Law and the Role of UPICC

Sammanfattning

This thesis examines the interpretation of fundamental breach under Article 25 of the United Nations Convention on Contracts for the International Sale of Goods, focusing on judicial divergences between Germany and France in the context of supply-chain disruptions occurring between 2019 and 2025. Article 25 establishes substantial deprivation of contractual expectations as the gateway to avoidance, the Convention’s most commercially disruptive remedy, yet its deliberately open-textured language has generated persistent interpretive inconsistency across jurisdictions. German courts apply a strict favour contractus threshold, treating avoidance as an ultima ratio, while French courts show greater readiness to permit avoidance where the creditor’s specific expectations have been defeated. The COVID-19 pandemic, the container shipping crisis, the war in Ukraine, and the Red Sea shipping disruptions have amplified these pre-existing tensions, producing divergent outcomes in materially similar commercial disputes. This thesis assesses whether the UNIDROIT Principles of International Commercial Contracts can serve as a supplementary interpretive tool under Article 7 CISG to narrow this divergence, identifying the intentionality, loss of reliance, and proportionality factors of UPICC Article 7.3.1 as having the greatest harmonising potential. The analysis concludes that UPICC integration is doctrinally legitimate but conditional, and proposes dedicated CISG Advisory Council guidance as the most credible institutional response.