Russia 15 April 2011 Supreme Arbitration Court (or Presidium of Supreme Arbitration Court) of the Russian Federation
[Cite as: http://cisgw3.law.pace.edu/cases/110415r1.html]
DATE OF DECISION:
CASE NUMBER/DOCKET NUMBER: VAS-2499/11
CASE HISTORY: Unavailable
SELLER'S COUNTRY: Germany
BUYER'S COUNTRY: Russia
GOODS INVOLVED: Restaurant renovation materials
RUSSIAN FEDERATION: Judicial Division of the Supreme Arbitration Court of the Russian Federation (VAS)
Case No. VAS-2499/11 of 15 April 2011
Case law on UNCITRAL texts [A/CN.9/SER.C/ABSTRACTS/113],
CLOUT abstract no. 1106
Reproduced with permission of UNCITRAL
An agreement was signed between a German seller and a Russian buyer, which proposed the supply of three consignments of goods to two different States (the goods were described as materials for the renovation of a restaurant kitchen, materials for roofing a restaurant kitchen and materials for renovation of a restaurant). The agreement provided for different payment procedures for the different consignments. The buyer paid for only one consignment of goods, albeit before the agreement was signed.
The buyer sued the seller, claiming that the contract for international sale should be declared not concluded on the grounds that the parties had not agreed on the basic conditions of the contract.
The court upheld the claim in full. The higher courts upheld the decision of the court of first instance.
The respondent, claiming that the courts had incorrectly applied CISG, submitted a complaint to the Supreme Arbitration Court of the Russian Federation, which likewise upheld the earlier decisions, on the following grounds.
Since the commercial enterprises of the parties were located in the Russian Federation and the Federal Republic of Germany, CISG must be applicable to the business relationship between them. The form of the contract for the international sale of goods was governed by Russian law, in view of the declaration made by the Russian Federation under article 96 CISG that such contracts must be put in writing.
Under the Civil Code of the Russian Federation, a contract is regarded as being concluded if the parties have reached agreement on all the essential terms of the contract, in the form required by the type of contract in question. The condition governing a contract for international sale shall be considered as being fulfilled if the contract allows the type of goods and their quantity to be determined, which also satisfies the requirements of articles 14 and 35 CISG.
The goods were not identified in the agreement (the type and quantity of goods were not indicated), i.e. the subject of the contract was not specified. Moreover, the letter from the Russian organization referred to by the seller does not contain specific details which might identify the type and quantity of goods, and there is accordingly no reason to consider that letter as an offer. The delivery which was paid for before the parties signed the above-mentioned agreement appears to be a one-off delivery, judging from the terms and method of delivery. The other deliveries did not take place, and the goods to be delivered were not specified by the parties. The agreement between the parties does not constitute an acceptance, given the actual circumstances of the case and the applicable law.Go to Case Table of Contents
APPLICATION OF CISG: Yes
APPLICABLE CISG PROVISIONS AND ISSUES
Key CISG provisions at issue:
Classification of issues using UNCITRAL classification code numbers:
14 [Criteria for an Offer] 35A [Quality, quantity and description required by contract] 96 [Declaration Preserving Domestic Formalities: Written Form]
14 [Criteria for an Offer]
35A [Quality, quantity and description required by contract]
96 [Declaration Preserving Domestic Formalities: Written Form]
CITATIONS TO OTHER ABSTRACTS OF DECISION
CITATIONS TO TEXT OF DECISION
Original language (Russian): online database of court judgements <http://kad.arbitr.ru>
CITATIONS TO COMMENTS ON DECISION
UnavailableGo to Case Table of Contents