Case Summary 25.3: Contracts for the International Sale of Goods: Chateau des Ch

Question

Case Summary 25.3: Contracts for the International Sale of Goods: Chateau des Charmes Wines Ltd. v. Sabate

CONTRACTS FOR THE INTERNATIONAL SALE OF GOODSSabate, a France-based company, sold wine corks to Chateau, a Canadian winery, via Sabate's U.S. subsidiary. The parties made the agreement by telephone and no written contracts exist. After several transactions and the sale of over 1.2 million corks, Sabate began to send an invoice with each shipment that included a forum selection clause naming France as the agreed upon location to resolve disputes. Chateau sued Sabate ina U.S. court over the poor quality of the corks. Sabate moved to dismiss because the forum selection clause required the dispute to be litigated in France. Chateau claims that the forum selection clause was added after the terms were agreed upon and, thus, was invalid and not part of the original contract.

CASE QUESTIONS1.Is Chateau's silence upon receiving the invoices binding on them under the Convention on Contracts for the International Sale of Goods (CISG)?

2.Would your answer be the same under the UCC?

Explanation / Answer

1: No, chateau’s silence receiving invoices on them are not binding on them as the term for settlement of dispute that is forum selection clause was added later which is considered as counter offer as they alter terms of the contract materially as provided under clause (3) and clause (1) of article 19 of CISG.

2: No, the answer would be different as § 2-207 UCC states that Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. Thus, chateau’s silence on receiving invoices and not objecting shows the conduct of both parties agreeing to the stated forum selection clause.

Related Questions

Navigate

• Browse (All)
• Browse C
• Subjects

Integrity-first tutoring: explanations and feedback only — we do not complete graded work. Learn more.