CASE 4: Chateau des Charmes Wines Ltd. v. Sabaté USA, Inc., Sabaté S.A.
328 F.3d 528 (2003)
Filed May 5, 2003
Platinff, Chateau des Charmes Wines Ltd., a Canadian company, agreed by telephone with Defendant, Sabaté USA Inc, a Californian subsidiary for the French company Sabaté S.A., to purchase two orders of corks, negotiating quantity, price, payment and shipping terms. No other terms were discussed nor did the parties have any history of prior dealings. Each one of the eleven shipment was accompanied by an invoice, on which there was a paragraph written in French including a form selection clause. When Plaintiff filed suit in federal district court of California against Sabaté France and Sabaté USA alleging breach of contract, strict liability, breach of warranty, false advertising and unfair competition, Defendant filed a dismissal motion based on the forum selection clauses.
Plaintiff filed suit in federal district court of California against Sabaté France and Sabaté USA, but Defendant filed a dismissal motion based on the forum selection clauses. The district court held that the forum selection clauses were valid and enforceable, thus dismissed the action. Plaintiff appealed.
(1) Whether, under the CISG, oral agreements that determine the type of good, the quantity, and the price but do not include a forum selection clause nor any other terms are sufficient to create a complete and binding contract, if they happen between two parties without history of prior dealings.
(2) Whether, in a transaction governed by the CISG, the buyer's failure to object to the seller's attempt to alter materially the terms of an oral contract by unilaterally providing a forum selection clause evidences an affirmative assent and therefore an "agreement" within the terms of Art.29(1).
a) CISG, Art.11: "A contract of sale need not be concluded in or evidenced by writing and is not...
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