## Facts

- An Austrian buyer and a Ukrainian seller concluded an international sales contract for goods.
- The contract left the price open, providing that the parties would set the sales price at the end of the year.
- Before the price was fixed, the seller refused to deliver the goods.
- The buyer initiated arbitration before the Tribunal of International Commercial Arbitration at the Russian Federation Chamber of Commerce and Industry.
- The dispute centered on whether a contract existed despite the missing price term and, if so, the consequences of the seller’s refusal to deliver.

## Issues

1. Whether a sales contract is validly concluded under the CISG when the price is not fixed at formation and is left to later determination.
2. Whether CISG art. 55 may supply a price (and thereby preserve enforceability) when the parties otherwise intended to be bound.
3. Whether the seller’s refusal to deliver constituted a breach entitling the buyer to relief.

## Decision

- The tribunal granted the buyer’s claim.
- The tribunal treated the contract as valid and binding despite the open price term.
- The tribunal applied CISG art. 55 to determine the price in light of the missing agreed price at the time of formation.
- The seller was held liable for refusing to deliver under the contract as enforced.

## Legal Principles

- A CISG sales contract may remain enforceable even if it does not fix a price at formation, where the parties’ agreement and conduct show an intention to be bound.
- CISG art. 55 can operate as a gap-filling rule to supply a price when a contract has been concluded without expressly or implicitly fixing or providing for determination of the price.
- In addressing the relationship between CISG arts. 14 and 55, an adjudicator may interpret the provisions together so that the absence of a stated price does not defeat contract formation where a contract-saving reading is supported by party intent and trade practice.

## Conclusion

The tribunal enforced an international sales contract with an open price arrangement by supplying the missing price under CISG art. 55 and awarded relief to the buyer after finding the seller liable for non-delivery.


Austria Buyer v. Ukraine Seller, Tribunal of Int’l Com. Arb. at the Russ. Fed’n Chamber of Com. & Indus., Award No. 309/1993 (Mar. 3, 1995)