International Contract Law

In a recently reported decision the Eleventh Circuit affirmed the five million three hundred twenty-seven thousand dollar ($5,327,000.00) breach of contract judgment obtained by Wolfe, Jones, Boswell, Wolfe, Hancock & Daniel, LLC on behalf of its Austrian client.

The issue presented to the court arose out of the interpretation of the United Nations Convention on Contracts for the International Sale of Goods ("CISG"), as it dealt with contract interpretation between the parties. The opposing party suggested to the court that trade terms, commonly used within a particular trade or industry, control interpretation of the contract to the exclusion of other relevant circumstances surrounding the transaction. Specifically the opposing party stated that under Article 9(2) of the CISG "parties are considered, unless otherwise agreed, to have impliedly made applicable to their contract...a usage of which the parties knew or ought to have known in which an international trade is widely known to...parties to contracts of the type involved in the particular trade concerned." Based on this selective use of international law, opposing counsel then argued that a trade term widely known in international trade excludes all other considerations. The court, in rejecting this argument, referred to Article 8 of the United Nations Convention on Contracts for the International Sale of Goods which states, to determine a parties actual intent, or a reasonable interpretation thereof, "due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent contact of the parties." As argued by Wolfe, Jones, Boswell, Wolfe, Hancock & Daniel, LLC, to selectively isolate Article 9(2) of CISG to the exclusion of Article 8 makes article 8 superfluous and a nullity which, in and of itself, is volitave of statutory construction. Based on this argument the court rejected the opposing party's interpretation of Article 9 of the United Nations Convention on Contracts for the International Sale of Goods but rather adopted a reading that gives force to Articles 8 and 9.

The next issue addressed in this disputed international sales contract dealt with the mitigation of damages. Article 77 of the CISG requires a party claiming breach of contract to take measures as are reasonable in the circumstances to mitigate the loss. At trial Wolfe, Jones, Boswell, Wolfe, Hancock & Daniel, LLC elicited testimony to the effect that its client sought to mitigate damages as soon as possible and ultimately obtain the highest prices for the international goods. Based on this testimony and the opposing parties failure to present conflicting testimony the Eleventh Circuit found that damages arising out of the breach of contract had been properly mitigated as required under the United Nations Convention on Contracts for the International Sale of Goods.

As a result of the favorable trial court ruling obtained by Wolfe, Jones, Boswell, Wolfe, Hancock & Daniel, LLC on behalf of its client and as a result of the Eleventh Circuit upholding the trial court's judgment, this firm was able to collect on behalf of its client the full amount of damages.