PatrickJCihon-.pptVIP

* Sales Contracts and Excuses for Nonperformance Chapter 4 ? 2002 West/Thomson Learning * The Role of the UCC in the US Art. 2 applies to transaction in goods Standardized sales law in 50 states with some individual state variation * International need for standardized sales law Response- CISG (UN Convention on Contracts for the International Sale of Goods) negotiated in 1980 became effective in 1988 Country differences in approach to contract law CISG a compromise; tries to keep parties in bargain * Choice of Laws Which law applies to the transaction? Parties may insert their choice of law in the contract to try to avoid the conflict of laws problem CISG allows parties to opt out * Applicability of CISG Commercial sale of goods Between parties whose places of business are in different countries The places of business are in countries that have ratified the CISG 74 countries have ratified * Asante Tech. Inc v. PMC Sierra (ND Cal 2000) Facts: A bought electronic parts from PMC – PMC office factory in Canada A placed order through UT, distributor A’s contract forms said governed by state shown on buyers address PMC invoice said governed by law of Canada A claimed goods not up to specs – sued in Cal state court PMC removed case to federal court, A sought to send back to state court Issue: Does CISG apply? Does federal court have jurisdiction? Decision: CISG applies, federal court has concurrent jurisdiction Reasons: UT not agent, doesn’t establish PMC place of business Look to place of business with closest connection to contract – Canada Contracting parties from different countries that signed CISG PMC choice of law –Canadian law A choice of law – Cal – but federal CISG pre-empts state law Both Cal and Canada (BC) adopt CISG Federal and state courts both have jurisdiction – no need to remand to state court * Sales excluded from CISG Consumer goods Auction Stocks Vessels, aircraft, ships Contracts predominantly for labor or services No product liability for d