Data

Date:
04-11-2025
Country:
Netherlands
Number:
200.340.420/01
Court:
Gerechtshof Arnhem-Leeuwarden
Parties:
CCE Hanseatic Agri GmbH v. Mr. Farmer B.V.

Keywords

REQUIREMENTS FOR OFFER - DEFINITENESS OF TERMS (Art. 14 CISG)

REQUIREMENTS FOR OFFER - INDICATION OF OFFEROR'S INTENTION TO BE BOUND (ART. 14 CISG)

ACCEPTANCE CONTAINING MATERIAL MODIFICATIONS - AMOUNTING TO A COUNTER-OFFER (ART. 19 CISG)

Abstract

A German company operating in the trade of raw materials for food and feed (‘Claimant’) entered into negotiations with a Dutch sole proprietorship active in the import, export, and sale of food raw materials for the supply of several tonnes of potato protein. A dispute subsequently arose as to whether a binding agreement had been concluded between the parties.

The Court of first instance held that no contract had been formed. This decision was upheld on appeal.

In its judgment, the Court of Appeal confirmed that the dispute was governed by CISG, as both parties were located in Contracting States pursuant to Art. 1(1)(a) CISG.

The Court then rejected the Claimant’s argument that an e-mail sent to the Respondent at the end of August 2019 constituted a sufficiently definite offer. As noted by the Court, the e-mail contained the term ‘freibleibend’, thereby qualifying it as a mere invitation to make an offer. The Court further clarified that an invitation to treat is not limited to offers made to the public within the meaning of Article 14(2) CISG, as argued by the Claimant. Under the CISG framework, indeed, regardless of whether an offer is addressed to one or more specific persons, it must be sufficiently definite and must clearly indicate the offeror’s intention to be bound in case of acceptance.

Moreover, the Court found that, after the Respondent had sent a draft sales contract, the Claimant failed to provide a valid acceptance. The Claimant’s reply introduced new terms concerning payment conditions and delivery date, which constituted material alterations under Art. 19 CISG. Consequently, the response amounted to a counter-offer pursuant to Art. 19(3) CISG, which was neither expressly nor implicitly accepted by the Respondent.

Accordingly, the Court concluded that no sales contract had been formed and dismissed the appeal.

Fulltext

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Source

Original in Dutch:
- available at www.cisg-online.ch}}