## Facts

- A U.S. aircraft engine seller negotiated with a Hungarian airline to supply PW4000-series jet engines for fleet modernization.
- On December 14, 1990, the seller sent two written “purchase-support offers” (for different aircraft platforms) listing multiple alternative PW4000 engine variants with differing specifications and prices.
- The proposals set out commercial and financing terms but did not select a single engine variant as the contract subject.
- On December 21, 1990, the buyer wrote that it had selected the “4000-series engine,” without identifying which of the listed variants or otherwise fixing the specific configuration.
- The buyer later notified the seller it would not proceed with the purchase.
- The seller sued in Hungary alleging a binding CISG sales contract had been formed and that the buyer’s refusal constituted breach.
- The trial court found a contract was concluded; the appellate court reversed, finding no sufficiently definite offer; the seller appealed to the Hungarian Supreme Court.

## Issues

1. Whether the CISG governed the parties’ attempted transaction.
2. Whether the seller’s December 14, 1990 proposals constituted a sufficiently definite “offer” under CISG Article 14(1), including as to identification of the goods and a method for determining price.
3. Whether the buyer’s December 21, 1990 letter constituted an “acceptance” under CISG Article 18 (as interpreted under CISG Article 8), thereby concluding a contract.
4. Whether CISG Article 55 could supply a reasonable price to validate the alleged contract despite unresolved price-related terms.

## Decision

- The Hungarian Supreme Court affirmed the appellate judgment and held no contract of sale was concluded under the CISG.
- The court found the seller’s proposals were not a definite offer under Article 14(1) because essential specifications (the exact engine variant) remained open, leaving price undetermined.
- The court held the buyer’s letter was, objectively construed, an expression of intent to negotiate toward a future purchase rather than an unqualified acceptance under Article 18.
- The court rejected use of Article 55 to supply a price where the threshold requirements for contract formation (a definite offer and matching acceptance) were not met.

## Legal Principles

- Under CISG Article 14(1), an offer must identify the goods and either fix or provide a method to determine quantity and price; communications presenting multiple alternative configurations without selecting the subject goods may be treated as invitations to negotiate.
- Where the exact goods are not determined and price depends on later selection, the price is not “made provision for determining” within the meaning of Article 14(1).
- Under CISG Articles 8 and 18, a statement indicating general selection of a product line, without specifying the concrete variant or otherwise manifesting definite assent to a definite offer, may not constitute acceptance.
- CISG Article 55 does not create a contract; it may fill a price gap only after a contract has otherwise been concluded.

## Conclusion

The court concluded that the parties’ exchange reflected incomplete negotiations rather than a concluded CISG sales contract, because the seller’s proposals lacked definiteness as to the specific engine and price and the buyer’s response did not amount to acceptance; Article 55 could not be used to supply missing terms where no contract was formed.


United Techs. Int’l, Inc. v. Malev Hungarian Airlines, Gf. I. 31.349/1992/9 (Hung. Sept. 25, 1992)