VLM Food Trading International, Inc. was a Canadian agricultural supplier. Starting in June 2012, VLM sold frozen

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VLM Food Trading International, Inc. was a Canadian agricultural supplier. Starting in June 2012, VLM sold frozen potatoes to Illinois Trading Company, an Illinois produce distributor, through nine separate transactions without any difficulties. Each time, “Illinois Trading sent a purchase order specifying the item, quantity, price, and place of delivery for the potatoes…VLM responded with an e-mail confirming the terms of the sale…VLM shipped the order. Illinois Trading accepted it and last VLM followed up by mail with an invoice.” The invoices mailed by VLM included a provision stating that Illinois Trading would be liable for attorney’s fees if it breached the contract. Ultimately, VLM sued Illinois Trading for non-payment and claimed reimbursement of its attorney’s fees. Assuming the CISG applies, is the attorneys’ fees provision binding? Explain. Would your answer differ if the UCC applies?

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The Legal And Ethical Environment Of Business

ISBN: 9781454893028

2nd Edition

Authors: Gerald R. Ferrera, Mystica M. Alexander, William P. Wiggins, Cheryl Kirschner, Jonathan J. Darrow

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