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CISG CASE PRESENTATION

United States 13 December 2002 California Court of Appeal, Second District (Regency Wines, Inc v. Champagne Montaudon)
[Cite as: http://cisgw3.law.pace.edu/cases/021213u1.html]

Primary source(s) of information for case presentation: Case text

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Case identification

DATE OF DECISION: 20021213 (13 December 2002)

JURISDICTION: United States

TRIBUNAL: California Court of Appeal, Second District

JUDGE(S): [-]

CASE NUMBER/DOCKET NUMBER: B140757

CASE NAME: Regency Wines, Inc. v. Champagne Montaudon

CASE HISTORY: 1st instance Los Angeles County Super. Ct., No. BC222146 (Plaintiff [U.S. Buyer] brought an action before the California County Superior Court against the Defendant [French Seller]. The County Superior Court granted Defendant's motion to have that action stayed. This 2nd instance appeal decision of 13 December 2002 reversed that ruling and remanded the case. On the 3rd instance, the County Superior Court found that France is a better forum than California and stayed the litigation. On the 4th instance, the California Court of Appeal, Second District, on 25 January 2005, affirmed that ruling of the Country Superior Court [2005 WL 237022 (Cal.App. 2 Dist.)

SELLER'S COUNTRY: France (defendant)

BUYER'S COUNTRY: United States (plaintiff)

GOODS INVOLVED: Wine


Case abstract

UNITED STATES: California Court of Appeal, Second District 13 December 2002
(Regency Wines, Inc. v. Champagne Montaudon)

Case law on UNCITRAL texts (CLOUT) abstract no. 614

Reproduced with permission of UNCITRAL

Abstract prepared by Peter Winship, National Correspondent

The issue before the court was whether the parties to a distribution agreement had concluded a valid agreement on the exclusive forum to hear disputes between them arising from their contract.

The plaintiff, a corporation with its place of business in the United States, concluded an alleged oral distribution agreement with the defendant, a French company with its place of business in France, under which the defendant appointed the plaintiff as its exclusive agent in California. Invoices submitted by the defendant to the plaintiff included a term that purported to make a designated French court the exclusive forum for the resolution of disputes between the parties. This term was printed in small font italics at the bottom of each invoice. The defendant terminated the contract and the plaintiff brought suit, alleging, inter alia, breach of the contract. The defendant moved to dismiss the proceeding because the forum-selection clause made the designated French court the exclusive forum. The district court stayed the proceeding. The plaintiff appealed.

Noting that the parties agreed that the validity of the forum-selection clause should be determined under the California Commercial Code, the appellate court concluded that the forum-selection clause was unenforceable because it was a "material alteration" of the parties' agreement, which contained no forum-selection clause. The court reversed the lower court on this point and remanded the case for a determination on whether the suit should be dismissed on the grounds of forum non conveniens.

[Rule 977(a) of the California Rules of Court prohibits courts and parties from citing or relying on this opinion because it has not been certified for publication or ordered published.]

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Classification of issues present

APPLICATION OF CISG: The court did not analyze the CISG.

APPLICABLE CISG PROVISIONS AND ISSUES

Key CISG provisions at issue: Articles 4(a) ; 14 ; 18 ; 19 ; 29

Classification of issues using UNCITRAL classification code numbers:

Unavailable

Descriptors: Unavailable

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Editorial remarks

EDITOR: Albert H. Kritzer

The sole reference to the CISG in this opinion is in a paragraph that reads in part:

"[Seller] argues that the forum selection clause contained in the invoices incorporated [Seller]'s General Sales Conditions by reference and because of the grounds of forum non conveniens. The translated English version attached for purposes of this litigation contained a choice of law section that states:

-    'All of our sales are governed by French law and the Vienna Convention of April 11, 1980 on the international sale of merchandise.
 
-    'In case of litigation, only the courts in Reims shall be competent and in particular the court of Commerce for matters relating to its competence'."

The opinion by the California Court of Appeal included the following:

-    "The parties agree that the validity of the forum selection clause should be determined under the California Commercial Code. They dispute whether the addition of the forum selection clause at the bottom of Montaudon's invoices constitutes a 'material alteration as that phrase is used in [UCC] section 2-207."

The court quotes section 2-207, stating that this section provides:

-    "(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
 
-    "(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) The offer expressly limits acceptance to the terms of the offer; (b) They materially alter it; or (c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
 
-    "(3) 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, In such case the terms of the particular contract consist of those terms on which the writing of the parties agree, together with any supplementary terms incorporated under any other provisions of this code."

The court then reaches conclusions based on analyses of U.S. interpretations of section 2-207 and U.S. law rulings on matters related to issues addressed by this section.

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Citations to case abstracts, texts, and commentaries

CITATIONS TO ABSTRACTS OF DECISION

(a) UNCITRAL abstract: Unavailable

(b) Other abstracts

Unavailable

CITATIONS TO TEXT OF DECISION

Original language (English): 2002 Cal. App. unpub. LEXIS 11536, 2002 WL 31788972 (Cal.App.2 Dist.)

Translation: Unavailable

CITATIONS TO COMMENTS ON DECISION

Unavailable

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Pace Law School Institute of International Commercial Law - Last updated June 6, 2006
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