A business manager corresponds with numerous contacts in the international business world. She sends letters and faxes to agents, customers, suppliers, distributors, lenders, and many others. Most U.S. businesspersons have been educated to believe that they would expose their companies to liability if and only if they enter into a formal written contract. The formal written contract is a product of the company’s lawyers. They are also aware that under the UCC’s statute of frauds they are not liable for oral promises. They further

(incorrectly) rationalize that the statute of frauds requires a fully negotiated, written agreement signed by both parties. Therefore, they often say or write things aimed at encouraging another party to take some action. They say things and write letters under the assumption that they would not be held liable until they enter a formal agreement.

How have these assumptions changed with the enactment of the CISG? Can businesspersons be held liable for promises or assurances made in simple business letters? How can a manager avoid such unintended liability?