Data

Date:
12-12-2025
Country:
USA
Number:
CV 25-9097-DMG
Court:
U.S. District Court for the Central District of California
Parties:
Export Development Canada v. Unix Packaging, LLC

Keywords

FORMATION OF CONTRACT – WRITTEN FORM NOT NECESSARY (ART. 11 CISG)

RIGHT TO INTEREST - INTEREST RATE - CALCULATED IN ACCORDANCE WITH OTHERWISE APPLICABLE LAW (ART. 78 CISG)

Abstract

A U.S. limited liability company (buyer) and a Canadian corporation (seller) concluded a contract for the sale of kombucha. The seller delivered the goods and issued thirty invoices totaling USD 835,418.60. The buyer accepted the goods without objection but failed to pay the price, except for a partial payment applied to one invoice. A Canadian Crown corporation, acting as insurer and assignee of the seller’s contractual rights, brought an action against the buyer.

The Court held that the contract was governed by CISG pursuant to Art. 1(1)(a).

On the merits, the Court found that the existence of a contract was sufficiently established, notwithstanding the absence of a written agreement, as the CISG does not require a contract to be in writing. The buyer had ordered the goods, the seller had delivered them, and the buyer had accepted them; the invoices specified the quantities and prices. The court further found no evidence that the parties had excluded the application of the Convention under Art. 6. The buyer was therefore held to be in breach of contract for failure to pay the price.

The court held that, pursuant to Arts. 61, 62, and 74 CISG, the seller was entitled to recover the unpaid purchase price as compensatory damages. Upon review of the invoices, the Court found that the claimed amount accurately reflected the outstanding balance and was recoverable.

Finally, the Court addressed pre-judgment interest, noting that while the CISG entitles a party to interest on sums in arrears, it does not specify the applicable rate (Art. 78 CISG). Although the plaintiff had calculated pre-judgment interest using the California statutory rate, the Court determined that, because the CISG constitutes federal law and the action arose under federal question jurisdiction, the federal pre-judgment interest rate applied. Accordingly, the Court directed the plaintiff to recalculate pre-judgment interest pursuant to federal law and submit the revised calculation for review.

Fulltext

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Source

Original in English:
- available at www.cisgonline.org}}