Do CISG Rules Apply to Domain Transactions?

The United Nations Convention on Contracts for the International Sale of Goods (CISG) was designed to harmonize and govern the sale of goods across international borders, providing a uniform legal framework for contracts between parties whose businesses are located in different signatory states. Since its adoption in 1980, it has been applied in countless disputes over tangible goods, and in some cases over items with an arguable hybrid nature. Yet whether the CISG applies to domain name transactions remains an unsettled and nuanced legal question, one that turns on the precise classification of domain names under international contract law principles.

At the core of the inquiry is whether a domain name qualifies as a “good” under the CISG’s scope. The Convention defines its applicability to contracts for the sale of goods but does not provide an explicit definition of “goods” beyond the implication that they are movable, tangible items. National courts and arbitral tribunals applying the CISG have generally interpreted “goods” as physical, corporeal property, though there have been exceptions involving certain software transactions, where the software is provided on a physical medium. Domain names, by contrast, are intangible digital identifiers, consisting of a contractual right to exclusive use of a particular string in the domain name system. They are not physical objects and cannot be transferred in the same way as traditional goods. This intangible nature has led many legal scholars to conclude that domain names fall outside the CISG’s definition of goods.

The treatment of domain names under domestic law reinforces this view. In many jurisdictions, domain names are characterized as contractual rights rather than property in the conventional sense, existing only as a bundle of rights governed by the registration agreement between the registrant and the registrar, and ultimately under the rules of the relevant registry and ICANN policies. Because the CISG governs the sale of goods rather than the assignment of contractual rights, applying it directly to a domain transaction is conceptually difficult. A domain name sale is typically executed through a contractual assignment or transfer procedure, often requiring the cooperation of the registrar to change the registrant information in its database. This process is functionally closer to the transfer of a license or other intangible right than to the delivery of a movable good.

Even if one were to argue that the CISG should cover certain intangibles, the Convention expressly excludes sales of goods bought for personal, family, or household use, as well as transactions where the preponderant part of the seller’s obligations consists of services. A domain name purchase often involves significant service components—such as facilitating the technical transfer, ensuring proper configuration in the DNS, and sometimes including ongoing hosting or maintenance arrangements. These service elements can push the transaction outside the CISG’s scope even if the domain name were hypothetically treated as a “good.”

Nevertheless, the issue is not entirely closed. There are hypothetical scenarios in which a court or arbitral body might consider the CISG relevant to a domain name dispute, particularly where the transaction is framed as the sale of a business asset package including both tangible and intangible elements. If, for instance, a domain name is bundled with physical goods—such as servers, promotional materials, or other equipment—under a single sales contract between parties in CISG member states, the Convention’s rules could potentially apply to the tangible portion, and questions might arise about whether its principles should extend to the intangible component. Some legal commentators have even suggested that the CISG’s flexible interpretative approach could allow for the inclusion of certain intangibles where the functional characteristics of the transaction resemble a sale of goods more than a pure contractual assignment.

However, in the majority of pure domain name transactions—particularly standalone sales—the prevailing view is that the CISG does not apply. Instead, such agreements are governed by the domestic contract law chosen by the parties in their agreement, or, in the absence of a choice-of-law clause, by the applicable law determined under private international law rules. This means that the rules governing warranties, remedies for breach, and other contractual rights and obligations will vary from one jurisdiction to another. For this reason, sophisticated parties to cross-border domain transactions typically insert explicit governing law provisions in their contracts, often choosing the law of a jurisdiction with developed contract and intellectual property jurisprudence.

In practice, the CISG’s inapplicability means that parties cannot rely on its default rules for critical matters such as when risk passes from seller to buyer, what constitutes a fundamental breach, or the scope of implied warranties. Instead, these matters must be addressed explicitly in the contract to avoid uncertainty. While the CISG’s goal of uniformity in international commerce remains vital for tangible goods, the domain name market remains governed largely by bespoke contractual arrangements and domestic legal doctrines, leaving little room for the Convention’s direct application. The nature of domain names as intangible contractual rights continues to be the decisive factor keeping them outside the CISG’s reach, even as the digital economy grows and challenges traditional notions of what constitutes a sale of goods.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) was designed to harmonize and govern the sale of goods across international borders, providing a uniform legal framework for contracts between parties whose businesses are located in different signatory states. Since its adoption in 1980, it has been applied in countless disputes…