CONTRACTS FOR THE

INTERNATIONAL SALE OF GOODS

Sabate, a France-based company, sold wine corks to

Chateau, a Canadian winery, via Sabate's U.S. subsidiary.

The parties made the agreement by telephone, and

no written contracts existed. After several transactions

and the sale of over 1.2 million corks, Sabate began

to send an invoice with each shipment that included a

forum selection clause naming France as the agreedupon

location to resolve disputes. Chateau sued Sabate

in a U.S. court over the poor quality of the corks.

Sabate moved to dismiss because the forum selection

clause required the dispute to be litigated in France.

Chateau claimed that the forum selection clause was

added after the terms were agreed upon and, thus, was

invalid and not part of the original contract.

CASE QUESTIONS

1. Is Chateau's silence upon receiving the invoices

binding on the company under the Convention on

Contracts for the International Sale of Goods?

2. Would your answer be the same under the UCC?