- Russian Federation
- Arbitrazh Court of Primorsky territory
SALES CONTRACT - BETWEEN A RUSSIAN COMPANY AND A KOREAN COMPANY - UNIDROIT PRINCIPLES APPLIED AS MEANS OF INTERPRETING DOMESTIC LAW (RUSSIAN LAW)
USAGES WIDELY KNOWN AND REGULARLY OBSERVED IN INTERNATIONAL TRADE - REFERENCE BY ONE OF THE PARTIES TO ARTICLE 1.9 OF THE UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS
CONTRACT CONCLUDED BY SEQUENCE OF OFFER AND ACCEPTANCE OR PARTIES' CONDUCT SUFFICIENT TO SHOW AGREEMENT - REFERENCE BY ONE OF THE PARTIES TO ARTICLE 2.1.1 OF THE UNIDROIT PRINCIPLES OF INTERNATIONAL COMMERCIAL CONTRACTS
Claimant, a Russian company, entered into a contract with a Korean company for the sale of materials to be used in the manufacture of windows. When receiving the goods from the Korean supplier, Claimant used the contract price as the basis for the calculation of customs value of the goods.
When Respondent, a Russian Customs Authority, performed an inspection of the Claimant's customs clearance documents, it found that, due to discrepancies in the documents submitted by Claimant, the chosen method of calculation of the customs value could not be applied in the case at hand and, as a consequence, imposed on Claimant additional customs fees and penalties. One of the discrepancies found by Respondent stated that the alleged invalidity of the contract was due to the fact that it was signed by a facsimile.
Claimant complained that Respondent's alternative calculations were wrong and therefore asked for the return of what it had overpaid. When Respondent refused to do so, Claimant file a suit seeking invalidation of Respondent's actions of adjusting the customs value of the goods imported under the Agreement.
In it's brief to the Court, Claimant invoked Articles 1.8 [now 1.9] and 2.1 [now 2.1.1] of UNIDROIT Principles in support of its arguments concerning the validity of its contract and related documents. Indeed, according to Article 2.1.1, a contract can be concluded by sequence of offer and acceptance or the parties conduct which is sufficient to show agreement, and according to article 1.9 parties are bound by the usages that are widely know and regularly observed in international trade. In the case at hand, the contract and its related documents were valid because using facsimile on a paper document as an original signature constitutes, in the Asia-Pacific region, a widely known usage in international trade.
The Court decided in favor of Claimant, although it did not refer to the UNIDROIT Principles, but merely stated that under Russian law facsimile could indeed be used to conclude a valid contract and that the protocol of Claimant's and Korean company's contract negotiations contains a provision on the possibility of signing the documents with a facsimile.
Original in Russian available at the bank of decisions of the Commercial Courts of the Russian Federation: http://ras.arbitr.ru/}}