Meatless Meals $($MM$)$ is a company dealing in the manufacture and sale of plant$-$based meat,

with its place of incorporation, headquarters and manufacturing facilities in Singapore.

It has a branch $($with a legal representative$)$ in Shanghai, China. The branch is legally

permitted to enter into contracts. However, all debts and liabilities of the branch still lie with

the parent company $-$ the branch is not considered a separate legal entity from the parent

company. This would mean that creditors of the branch may still sue the parent company.

MM$$s branch in Shanghai entered into a long$-$term contract to buy soy and tofu from a seller

based in Beijing, China. Under the contract, the branch is responsible for the payment,

although delivery shall be made to MM$$s manufacturing facilities in Singapore.

Under their contract, MM$$s branch is required to arrange for a letter of credit for each order

once the seller confirms that it has booked containers for each delivery. For the first order, the

seller duly booked the containers and scheduled the delivery date. However, MM decided that

it wished to cancel the first order as its factory in Singapore is experiencing issues with the

production equipment. Hence, neither MM nor its branch arranged for a letter of credit to be

issued.

The seller has come to you for advice.

$($a$)$ Interpret the United Nations Convention on International Sales of Goods $($UNCISG$)$

and discuss whether UNCISG applies to the abovementioned contract. You should cite

the relevant provision$($s$)$ of UNCISG to support your analysis.

In your answer, you should also discuss one $(1)$ possible issue relating specifically to

the entry by MM$$s Shanghai branch into the contract with a seller based in Beijing.

Provide two $(2)$ possible interpretations of the facts given above.

Conclude whether UNCISG would apply to the above contract.