A French company, acting as sole distributor on behalf of a U.S. company, sold a freezer to another French company, which in its turn sold it installed on a thermostatic truck trailer to a French transport company. The transport company carried a load of nuts and fish which thawed during carriage. The consignee refused to take delivery. The transport company commenced a legal action against the U.S. company, claiming damage. At first instance the Court decided in favor of the transport company, without applying CISG.
The Court of Appeals (Cour d'Appel de Grenoble, 15-05-1996) stated that, as the U.S. company had granted directly to the transport company a document of guarantee containing the transport company's name, the parties were bound by a contractual relationship, that the Court considered to be a sales contract. The Court of Appeals held that this contract was governed by CISG, as the parties had their places of business in contracting States (France and USA). The case was decided in favor of the French transport company. The U.S. company appealed to the French Supreme Court.
The Supreme Court annulled and reversed the judgment of Court of Appeals. Citing Art. 1 CISG, which states that the Convention applies to contracts for the international sale of goods, and Art. 4 CISG, which states that the Convention governs only the rights and obligations of the seller and the buyer arising from a contract of sale, the Supreme Court held that the contractual relationship between the U.S. company and the French transport company was not a sales contract governed by CISG. This all the more so since the grounds of action of the French transport company was a guarantee for lack of conformity (garantie des vices cachés). |