- Tribunal de Apelación en lo Civil y Comercial de Asunción, Sexta Sala
- Aceros Asuncion S.A. v. Compañia Integral De Construcciones S.A.
SALES CONTRACT - BETWEEN TWO PARAGUAYAN COMPANIES - REFERENCE TO UNIDROIT PRINCIPLES TO INTERPRET APPLICABLE DOMESTIC LAW (PARAGUAYAN LAW)
UNILATERAL INVOICES ISSUED BY ONE OF THE PARTIES - CAN AMOUNT TO A CONTRACTUAL OFFER - DEFINITION OF AN OFFER – REFERENCE TO ART. 2.1.2 UNIDROIT PRINCIPLES
ABSENCE OF A WRITTEN CONTRACT - INTERPRETATION OF THE INTENTION OF THE PARTIES - RELEVANCE OF PARTIES' PREVIOUS CONDUCT DURING THEIR COMMERCIAL RELATIONSHIP - REFERENCE TO ART. 4.3 UNIDROIT PRINCIPLES
Claimant, a Paraguayan steel producer, concluded a contract with Respondent, a Paraguayan construction company, for the sale of construction materials. Claimant sued Respondent seeking payment of the goods.
The First Instance Judge ruled in favor of the Claimant, thus imposing the Respondent to perform payment of the requested amount.
The Respondent appealed the decision of the First Instance Judge, alleging that there was no debt in favor of the Claimant, since no contract was concluded between the parties and the requested payment derived from unilateral documents drawn up by the Claimant. The Claimant, in turn, affirmed that the submitted invoices documented the debt and that the lack of a written contract is common to commercial transaction as the one concluded between the Parties, which can be proven by other documents, such as the invoices presented by the Claimant in the present case.
The Court of Appeal, after having concluded that the invoices met the general requirements of validity under national law of the parties, examined the question whether Respondent was bind by them also if they were not subscribed by the top representatives of the firm, as provided by Respondent’s company statute, but reported the signatures of people that Claimant affirmed were related to Respondent. Lacking a clear provision on the point in Paraguayan law, the Court referred to the 2016 edition of Unidroit Principles, namely Art. 2.1.2 (Definition of offer) and Art. 4.3, which lists the relevant circumstances to be taken into consideration in contract interpretation.
After having examined the parties’ behavior throughout their commercial relationship, the Court of Appeal determined that Respondent was bind the credit invoices produced by Claimant and had given its consent to the obligations deriving from the agreement, even in the absence of a written contract. Therefore, the Appellate Court confirmed the first instance decision.