Alimzhan Sarsenbayev

Case Brief 21
Facts: the defendant, Malev Airlines, contracted with the plaintiff, Pratt & Whitney,
to provide it with necessary engines and plane details that have to be installed on
jumbo jets purchased from Boeing Aircraft and Airbus of France. After some
negotiations were carried on the plaintiff sent to defendant a 15 pages thoroughly
written proposal with a deadline for December 21, 1990. And at this date Malev
Airlines accepted an offer. However, after a lot of discussions and correspondences
defendant sent a letter to plaintiff informing that it no longer was planning on
purchasing engines from plaintiff.
Legal issues: whether the plaintiffs offer and response from defendant can form
the valid contract under the CISG?
Rules of Law: CISG, Article 14, 18, 23
Holding: Yes, the plaintiffs offer was legal and acceptance sent by defendant was
also considered legal under the CISG.
Rational: in conformity with Article 14, the proposal is deemed adequately defined
if it specifies the goods and contains their price definition, what means that the
offer made by plaintiff is sufficiently legal. Regarding to defendants response, there
are Articles 18 and 23 which state that conditional proposal sent to offeror doesnt
prevent the formation of contract and will be recognized as acceptance as well.

Case Brief 22
Facts: a Canadian wine company, Chateau des Charmes Wines Ltd., entered into
negotiations with a French company, Sabate France, and wholly owned California
subsidiary, Sabate USA Inc., producing wine corks. Two companies discussed the
characteristics of these corks, after what Canadian company ordered corks agreeing
with shipping terms and payment. Later that year, a Canadian company made a
second order by telephone for corks and terms were the same. Totally, it ordered
1.2 million corks. Sabate sent 11 ships laden with corks and invoices for each
written in French specifying that any disputes concerning this agreement are under
the sole jurisdiction of the Court of Commerce of the City of Perpignan and shall try
to matter them in judicial district where sellers office is located. Some of them
arrived before, with and after shipments. Next year Chateau des Charmes suited in
Federal District court in California against French company and its subsidiary
claiming the breach of contract and warranty, false advertising and unfair
competition because of Sabates corks screwed up the wines taste. Whereat,
Sabate France responded with a motion to dismiss based on the forum of selection
clauses.
Legal issue: whether the forum of selection clauses are considered the part
agreement between these companies?
Rules of Law: CISG, Articles 19, 29.
Holding: Yes, any terms added to the contract in order to adjust any disputes are
deemed material alterations to the terms of the offer.
Rational: According to Article 19(3), it is considered the material alterations to add
any terms relating to payment, amount, delivery times and other things in order to
settle the disputes occurred between two parties.

Case Brief 23
Facts: the plaintiff, an Italian manufacturer of shoes, Filanto, entered into the
agreement with New York export-import firm, Chilewich, to supply shoes required to
the contract which was held with Russian company earlier contained an arbitration
clause that any disputes shall be adjusted by the Arbitrational tribunal of the
Chamber of Commerce in Moscow. Then Chilewich sent a letter to Filanto where it
was written that all conditions are same as in the contract with Russian company
copy of which was appended and commenced to procure a letter of credit in favor of
Filanto. Two month later, Filanto sent back a contract signed for acceptance. After its
Russian company rejected an order it made earlier that the defendant never bought
from plaintiff. So Filanto sued against Chilewich for the breach of the contract.
However, defendant began an arbitration action in Moscow, what made plaintiff
moved to keep out the arbitration or direct it to be held in New York.
Legal issue: whether the parties specified the arbitration terms of any disputes
which would subsequently occur between them?
Rules of Law: Federal Arbitration Act.
Holding: No, they didnt. The disputes between these two parties should be
arbitrated in Moscow.
Rational: In accordance with Federal Arbitration Act, the party loses its ability to
change any terms in the contract if it sends the objection after the other party
commences performance. Thats why all disputes occurred between Filanto and
Chilewich have to be adjusted regarding to the reference of their contract by the
Arbitration tribunal of the Chamber of Commerce in Moscow.