What werethecourt'sholdingswithrespectto place of business, choice of applicable law and pre-emption of state contract law? And nnwhatbasisdidthecourtconcludethatthe parties had not sufficiently evidenced an intent to optoutoftheCISG?Whatlanguagewouldyou haveincludedinthepurchaseandconfirmation orders to clearly evidence such an intent?

BACKGROUND AND FACTS The plaintiff. Asante. purchased electronic parts from the defendant, PMC, whose offices and faGtan were in Canada. Asante placed its orders through defendant's authorized distributor. Unique Technologies, located in California. Asante's order stated that the contract "shall be governed by the laws of the state shown on buyer's address on this order." PMC's confirmation stated that the contract "shall be construed according to the laws of Canada.\"r Invoices were sent from Unique, and payment remitted to Unique. either in Caiifornia or Nevada . Asanbe claimed that the goods did not meet its specications and led suit in California state court to have its claim decided under California law. When the case was transferred to a U.S. federal court, Asante requested that the case be remanded back to state court. WARE, DISTRICT JUDGE PLACE OF BUSINESS REQUIREMENT The Convention on Contracts for the i'ntematiooaf Sate of Goods ["CISG\"} is an international treaty which has been signed and ratied by the United States and Canada, among other countries The CISG applies "to contracts of sale of goods between parties whose places of business are in different States when the States are Contracting States." CISG Art. 1 [1] {a}. Article 1D of the CISG provides that "if a partv has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance.'r CISG Art. 1D It is undisputed that plaintiff's place of business is Santa Clara County, California. It is further undisputed that...defendant's corporate headquarters, inside sales and marketing ofce, public relations department, principal warehouse, and most of its design and engineering functions were located in Ca nada. How- ever, plaintiff contends that, pursuant to Article 10 of the CISG, defendant's \"place of business" having the closest relationship to the contract at issue is the United States Plaintiff asserts that Unique acted in the United States as an agent ot defendant, and that plaintiff's contacts with Unique establish defendant's place of business in the United States for the purposes of this contract. Plaintiff has failed to persuade the Court that Unique acted as the agent of defendant To the contrary, a distributor of goods for resale is normally:r not treated as an agent of the manufacturer Furthermore. while Unique mav distribute defendant's products, plaintiff does not allege that Unique made any representations regarding technical specications on behalf of defendant Plaintiff's dealings with Unique do not establish defendant's place of business in the United States. Plaintiff's claims concern breaches of representa- tions made by defendant from Canada. Moreover, the products in question are manufactured in Canada, and plaintiff knew that defendant was Canadian, having sent one purchase order directly to defendant in Canada by fax Moreover, plaintiff directlv corre sponded with defendant at defendant's Canadian address In contrast, plaintiff has not identied anv specic representation or correspondence emanating from defendant's Cregon branch. For these reasons, the Court nds that defendant's place of business that has the closest relationship to the contract and its performance is British Columbia, Canada. Conse- quentiv, the contract at issue in this litigation is between parties from two different Contracting States, Canada and the United States. This contract therefore implicates the CISG. CHOICE OF LAW CLAUSE Plaintiff next argues that, even if the Parties are from two nations that have adopted the CISG, the choice of law provisions in the [huver's purchase order and seller's conrmation] reflect the Parties' intent to "opt out" of application of the treaty. The Court finds that the particular choice of law provisions in the "Terms and Conditions" of both parties are inadequate to effectuate an "opt out" of the CISG. continues continued Although selection of a particular choice of law. such as "the California Commercial Code" or the "Uniform Commercial Code" could amount to implied exclusion of the ClSG,the choice of law clauses at issue here do not evince a clear intentto opt out ofthe CISG. For example, defendant's choice of applicable law adopts the law of British Columbia. and it is undisputed that the CISG is the law of British Columbia. Further- more, even plaintiff's choice of applicable law generally adopts the \"laws of" the State of California. and California is bound by the Supremacy Clause to the treaties of the United States. Thus, under general lL'Zalifornia law. the CISG is applicable to contracts where the contracting parties are from different countries that have adopted the CISG FEDERAL PREEMPTION It appears that the issue of whether or not the CISG preempts state law is a matter of first impression In the case of federal statutes, \"the question of whether a certain action is preempted by federal lainr is one of congressional intent The Court concludes that the expressly stated goal of devaloping uniform interna- tional contract law to promote international trade indicates the intent of the parties to the treaty to have the treaty preempt state law causes of action. The availabiilty of independent state contract law causes of action would frustrate the goals of uniformity and certainty embraced by the CISG. Allowing such ave- nues for potential liability would subject contracting parties to different states' laws and the very same ambiguities regarding internationai contracts that the Cl Was designed to avoid. As a consequence, parties to international contracts would be unable to predict the applicable law. and the fundamental purpose of the ClSG would be undermined. Finally, plaintiff appears to confuse the matter of exclusive federal jurisdiction with preemption Even where federal law completely preempts state law, state courts may have concurrent jurisdiction over the federal claim if the defendant does not remove the case to federal court [citation omitted]. This Court does not hold that it has exclusive jurisdiction over CISG claims. Decision. The federal court had concurrent jurisdic- tion over this case [even though the case could also have been heard in state court] because the applicable law was the CIEG. an international convention ratied by the United States