A Swiss seller and a French buyer entered into a framework agreement whereby the latter undertook to purchase a certain quantity of goods according to the needs of its customer. A dispute arose when the buyer refused to take delivery of the goods. The seller brought an action to recover damages based on Art. 74 CISG. The seller objected to the application of the CISG, arguing that the framework agreement did not constitute a contract of sale.
The Court held that the CISG was not applicable to the merits of the dispute. In reaching this result, it observed that the CISG does not contain a definition of contract of sale. However, in the opinion of the Court, the CISG is applicable only if the contract of sale binds the seller to deliver a certain quantiy of goods and the buyer to pay the price (Arts. 30 and 53 CISG). In the case at hand, neither of these obligations existed, because there was no agreement as to the precise quantity of the goods to be delivered. |