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Court Ruling on Forum Selection Clause

The court rejected Solae's argument regarding the inclusion of a forum selection clause due to lack of evidence. The parties agreed that the CISG governs contract formation. The CISG requires an offer to be sufficiently definite and demonstrate intent to be bound if accepted, and acceptance is indicated through statement or conduct. The court properly excused Hershey's failure to object to the clause since there was no acceptance of the clause between the parties.

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Hong Anh Vu
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9 views1 page

Court Ruling on Forum Selection Clause

The court rejected Solae's argument regarding the inclusion of a forum selection clause due to lack of evidence. The parties agreed that the CISG governs contract formation. The CISG requires an offer to be sufficiently definite and demonstrate intent to be bound if accepted, and acceptance is indicated through statement or conduct. The court properly excused Hershey's failure to object to the clause since there was no acceptance of the clause between the parties.

Uploaded by

Hong Anh Vu
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

1.

What was the court’s holding with respect to the inclusion of the forum selection clause in the
par-ties’ contract?

Forum Selection Clause: An article in a contract stating that all disputes will be resolved in a
particular court and waiving the right to file in any other.

Court Holding

Solae, LLC argument was rejected by the court due to lack of evidence regarding the forum selection
clause

Parties agreed that CISG governs contract formation here

2. What are the requirements for the formation of a contract pursuant to the CISG?

“a contract is concluded at the moment when an acceptance of an offer becomes effective in


accordance with the provision of this Convention”

An offer must be “sufficiently definite” and “demonstrate an intention by the offeror to be bound if
the proposal is accepted,” Id,Art.14

An offer is accepted, and a contract is formed when the offeree makes a statement or other
conduct, “indicating assent to an offer” Id,Art.18 “

A contract of sale need not be concluded in or evidenced by writing and is not subject to any other
requirement as to form” Id,Art.11

3. Did the court improperly excuse Hershey’s fail-ure to object to the forum selection clause given
the parties’ extended dealings (which included conditions of sale containing a forum selection
clause)? Why or why not?

No. There is no acceptance between Solae and Hershey for the forum selection clause The forum
selection clause is not “sufficiently definite”, and “demonstrate an intention by the offeror to be
bound if the proposal is accepted” Hershey did not make a statement or other conduct, “indicating
assent to be offer”

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