Raynonplus is a small, family-owned eyewear business located in Ottawa, Ontario, Canada. Started by Pierre Dupuis in 1952 under the name of Visionplus, the company has been exclusively owned and operated by the Dupuis family for over 50 years. Currently, the businessa sole proprietorshipis owned and managed by Gerald Dupuis, grandson of the original entrepreneur. The Dupuis' changed the business name in 1957 to capitalize on a trend in polarized sunglasses that swept the neighbouring French speaking province of Quebec.

Traditionally, Raynonplus sold a wide range of generic and brand name eyewear including prescription lenses, contact lenses, frames and sunglasses; but no proprietary goods. After Gerard took over the business in 2004, he and his fashion designer wife Dominique introduced their own brand of sunglasses under the trademarked name of Ray Porter. Initially, the brand was marketed as an alternative to lower end or generic prescription sunglasses. The demand for these sunglasses, fueled by the bold and unconventional styles and materials used by Dominique in her original designs, soon elevated the Ray Porter brand into designer label market status. Customers from Quebec made up a large part of the target audience, accounting for 35 percent of sales.

One of Ray Porter's biggest customers is Quebec pop sensation Zo, an international superstar in the French speaking world. In addition to wearing them in her everyday life, Zo incorporated custom designed Ray Porter sunglasses as part of the wardrobe for her European concert tour. The unsolicited celebrity endorsement sparked a frenzy of demand for the sunglasses in France.

Having been a relatively small family owned business selling goods exclusively in Canada for half of a century, Gerald Dupuis now had to decide his best market strategy for his new found international success. Taking a cautiously optimistic approach to their new opportunity, Gerald and Dominique decided to keep the manufacturing of Ray Porter's sunglasses in-house initially by contracting to local artists and art schools to meet demand. Determining the optimum way to sustain the market momentum as well as to effectively and efficiently distribute the goods in France was the biggest dilemma for Raynonplus. Gerald was not convinced the success was more than a trend and wanted to preserve the business as a family operation for as long as possible. As such, he was reluctant to relinquish operational control or jeopardize the existing business success in Canada.

After careful research and consultation with specialized trade lawyers and experts in international marketing, Gerald narrowed his choices to either contracting with an international sales agent or a finding a distributor in France. He chose a small, established upscale chain of family operated accessory stores named Le Seul Choix (translates to 'the only choice") as a distributor.

Ray Porter continues to sell well in France, accounting for 20 percent of all the overall sales for the Raynonplus proprietary brand.

3. When negotiating the distribution agreement, the parties determining applicable law for the distribution agreement, what are some of the options Raynonplus and Le Seule Choix have chosen to govern the distribution agreement?