A U.S. corporation (Plaintiff) agreed to distribute wines for an Italian corporation (Defendant). The parties negotiated three agreements, one for an exclusive distributorship, another to grant Defendant a 25% interest in Plaintiff, and a third agreement on sales commission. The Plaintiff brought suit for breach of contract, promissory estoppel, unjust enrichment and tortious interference with business relations. Defendant filed a motion to have the court apply CISG to the contractual dispute.
The Court held that these agreements were not for the sale of goods, thus CISG does not apply (Art. 1(1)). The Court stated that CISG does not apply to contracts that do not cover the sale of specific goods and do not contain definite terms regarding quantity and price.
The Court applied its conflict of laws doctrine to determine that Pennsylvania law should apply to the dispute. |