An Austrian buyer ordered shoes from a German firm. The shoes were delivered by an Italian manufacturer, which commenced an action against the buyer to obtain payment, alleging that the German firm had acted solely as an agent for the manufacturer, without being entitled to receive payment. As a defense the buyer invoked that it had already paid the price to the German firm and denied that a contract had ever been concluded with the Italian manufacturer.
In order to decide whether a sales contract existed between the buyer and the Italian manufacturer the Court applied CISG (Art. 1(1)(a) CISG). Arts. 14 and 18(1) CISG as well as general principles of contractual law imply that an offer can be validly accepted only by the offeree, that is by the person to whom the offer was addressed. If, however, the offeror knows or cannot be unaware that the addressee is acting as an agent for another party, it should reasonably expect that the offer reaches the principal. Therefore the lower Courts should have ascertained whether according to the applicable domestic law the German firm was to be qualified as an agent acting under the principal's name and whether in the circumstances of the case the buyer was aware or could not have been unaware of this fact. |