Istotne naruszenie umowy w Konwencji wiedeńskiej jako przesłanka odstąpienia od umowy
Fundamental breach of contract under the CISG as a ground to avoid a contract

Summary/Abstract: The paper deals with a concept of the fundamental breach of contract under the CISG. The prerequisites of the fundamental breach, as stipulated in Article 25 CISG, are discussed. Moreover, more generally, the institution is dealt with as a ground to avoid a contract under Article 49 CISG. The author concludes that the fundamental breach of contract occurs only in extraordinary circumstances — when as a result of the breach, the affected party loses its interest in further performance of a contract. Violation of the affected party’s reasonable expectations is the primary factor in ascertaining whether the fundamental breach occurred or not. The fundamental breach of contract is foremost determined by the result of a breach coupled with the affected party’s expectations, and not by the type of the contractual obligation violated by the defaulting party. Thus, under Article 25 CISG, it is irrelevant whether there was a breach of primary or ancillary obligation under the contract. However, while the fundamental breach of contract is generally related to the affected party’s expectations, it should be underlined that only the expectations which the affected party is entitled to rely upon under the contract are protected (in determining its scope one must also take into account Articles 7—9 CISG). In the second part of the paper, the author provides an overview of Article 25 CISG related case law from arbitration tribunals and state courts from various countries. The overview will be helpful for the reader in order to understand the application of the concept of the fundamental breach of contract under CISG in most typical cases.

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