CISG

• Pages: 1297-1308
• Date: 01 October 2024
• Published date: 01 October 2024
• Author: Wayne Barnes
• Subject Matter: Derecho Público y Administrativo

CISG

By Wayne Barnes

*

CHOICE OF LAW—CISG APPLICABILITY

Under CISG Article 1(a), the CISG “applies to contracts of sale of goods be-

tween parties whose places of business are in different States . . . when the States

are Contracting States.”

1

Brands International Corp. v. Reach Companies, LLC

2

in-

volved a contract between a Canadian hand sanitizer manufacturer and a Min-

nesota company that distributed various types of consumer goods. After delivery

of several lots of hand sanitizer, the Minnesota purchaser failed to pay the out-

standing invoices, and the manufacturer brought suit in Minnesota federal

court.

3

Although the manufacturer asserted applicability of the CISG, the Min-

nesota purchaser argued that the CISG should apply because it “constitute[ed]

an impermissible new theory of liability at the summary judgment stage.”

4

The court disagreed, holding instead that the CISG was applicable: “[t]he

CISG applies to international sales contracts between parties that are in signatory

[countries] unless the parties unambiguously disclaim the CISG’s applicability.”

5

The court, noting that both the United States and Canada were CISG signatories

and further noting that there was no evidence of any express disclaimer of the

CISG’s applicability, held that the CISG governed the contract dispute.

6

The

court rejected the “impermissible new theory” argument, concluding that

the CISG was not a new theory of liability but “merely identif‌ies the applicable

law governing this dispute.”

7

In Gramercy Holdings I, LLC v. Matec S.R.L.,

8

the contract involved both a sale

of goods (f‌ilter presses) and service components (design, manufacture, installa-

tion, and testing of the presses). The court concluded that the service component

did not prevent applicability of the CISG.

9

First, the court noted that Article 3(1)

* Professor of Law, Texas A&M University School of Law.

1. United Nations Convention on Contracts for the International Sale of Goods art. 1, Apr. 11,

1980, S. Treaty Doc. No. 98-9 (1983), 1489 U.N.T.S. [hereinafter CISG].

2. Civil No. 21-1026 (JRT/JFD), 2023 WL 2898592 (D. Minn. Apr. 11, 2023).

3. Id. at *3.

4. Id. at *4.

5. Id. (citing Caterpillar, Inc. v. Usinor Industeel, 393 F. Supp. 2d 659, 673 (N.D. Ill. 2005)).

6. Id.

7. Id.

8. 20 Civ. 3937 (JPC), 20 Civ. 4136 ( JPC), 2023 WL 5917624 (S.D.N.Y. Sept. 11, 2023).

9. Id. at *16.

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