Deck 10: International Sales Law

Question 1

The United Nations Convention on Contracts for the International Sale of Goods (CISG) was developed to help provide uniformity in international law in regard to sales contracts.

Answer 1

True

Question 2

The CISG specifically addresses the issue of whether a non-breaching party is entitled to specific performance.

Answer 2

False

Question 3

The CISG will be the law of a dispute in all cases where the two parties have their places of business in countries that have ratified the CISG.

Answer 3

False

Question 4

It is possible that the CISG will be the governing law of an arbitration dispute even though neither the country of the Buyer or the country of the Seller is a party to the Convention.

Question 5

In interpreting a contract, courts apply the "cautious person standard."

Question 6

The sale of services is not covered under the CISG.

Question 7

Mixed sales are treated by the CISG as sales of goods, unless the preponderant part of the sale is for labor or services.

Question 8

The CISG requires a formal writing for any contract for the sale of goods of $500 or more.

Question 9

Under the CISG, a firm offer is limited in time to no more than 3 months.

Question 10

The UCC's written confirmation rule states that a writing sent by one of the parties confirming the conclusion of a contract is sufficient to satisfy the writing requirement, and the other party need not sign or acknowledge receipt of the confirmation in order to be bound by it.

Question 11

The CISG generally admits parol evidence.

Question 12

The parol evidence rule allows a party to avoid liability for statements made during the negotiations if those statements are not placed within the final written contract.

Question 13

The battle of the forms refers to the exchange of sales contracts and purchase orders with conflicting and varying terms.

Question 14

Under the CISG, a general advertisement is generally considered as an offer.

Question 15

Under the CISG, a buyer is not required to inform the seller of the specific nature of any non-conformity when rejecting goods.

Question 16

A buyer who rejects goods for non-conformity under the CISG must inspect the goods within two months of receipt.

Question 17

A buyer who has a 'time of the essence' clause in a contract is under no obligation to respond to a Nachfrist notice and may immediately avoid the contract.

Question 18

Under the CISG, a seller does not have the right to cure the delivery of defective goods if the time for performance has expired.

Question 19

The right of a party to avoid or suspend their contract obligation in anticipation of a breach by the other party is recognized by the UCC but not the CISG.

Question 20

The CISG does not allow for recovery for breach of warranty that results in injury to persons or property.

Question 21

The implied warranty for a particular purpose is covered by the UCC, but it is not recognized under the CISG.

Question 22

Under the CISG, a claim for impediment only entitles a party to a suspension of performance.

Question 23

Generally, the UCC contains stricter requirements for disclaimer language or express limited warranties than the CISG.

Question 24

'Undue hardship' provides a party with an excuse for non-performance when the performance of the contract would be unprofitable.

Question 25

Parties to a contract are limited in the events that they can recognize as force majeure events under the CISG and UCC.

Question 26

Increased freight rates generally are not grounds for an excuse and cannot be passed on to the shipper by the common carrier.

Question 27

In order to invoke to doctrine of commercial frustration, a party must show that the subject matter of the contract has become objectively impossible to perform.

Question 28

The International Chamber of Commerce's Model Contract caps the amount of late delivery charges at 5 percent of the contract price.

Question 29

Under the strict liability standard of proof in the United States, anyone injured by a defective product must prove negligence on the part of the manufacturer, distributor, or retailer.

Question 30

Another name for the Convention on the International Sale of Goods (CISG) is:

A) Hague Convention
B) Hague-Visby Convention
C) Vienna Convention
D) Hamburg Convention
E) None of the above

Question 31

In a case where the two contracting parties are residents of the United States and Germany and there is no choice of law clause in the contract, an American court will apply:

A) Convention on the International Sale of Goods (CISG)
B) Uniform Commercial Code (UCC)
C) German Civil Code
D) European Principles
E) None of the above

Question 32

Most of the United States' major trading partners are parties to the CISG except:

A) Germany
B) Russia
C) China
D) United Kingdom
E) Mexico

Question 33

All of the following areas are covered under the CISG except:

A) Offer and acceptance
B) Product liability
C) Excuses
D) Warranty
E) Performance

Question 34

All of the following goods are excluded from coverage in the CISG except:

A) Goods purchased at auction
B) Ships
C) Aircraft
D) Electricity
E) Agricultural products

Question 35

The Uniform Commercial Code's writing requirement is also known as:

A) Statute of frauds
B) Parol evidence rule
C) Four corners rule
D) None of the above

Question 36

In the common law, generally a contract is formed when the acceptance is:

A) Received by the offeror
B) Received by the offeror and acknowledged by return receipt
C) Dispatched by the offeree
D) None of the above

Question 37

The CISG includes all of the following as material terms in a contract except:

A) Price
B) Quality and quantity
C) Place and time of delivery
D) Payment
E) All of the above are material terms under CISG

Question 38

Under the CISG, when an acceptance to an offer is made that incorporates a term that material alters the original offer, then:

A) A contract is formed incorporating the additional term
B) A contract is formed but the additional term is not incorporated
C) No contract is formed
D) None of the above

Question 39

A clause that extinguishes any and all prior agreements and understandings not expressed in the contract writing is known as a:

A) Firm offer clause
B) Particularized notice clause
C) Perfect tender clause
D) Merger clause

Question 40

When the terms of a contract are ambiguous, the courts may use which of the following to help define the terms:

A) Course of performance
B) Prior dealings
C) Trade usage
D) B & C only
E) All of the above

Question 41

The plain meaning rule in which a court simply studies the language of a contract in order to determine its meaning is also known as:

A) Four-corners analysis
B) Course of performance analysis
C) 'Totality of the circumstances' analysis
D) Contractual language analysis

Question 42

Under CISG, the maximum amount of time that any claim for non-conformity must be reported within is:

A) 6 months
B) 1 year
C) 18 months
D) 2 years
E) None of the above

Question 43

Provisions in the CISG restrict the damages that can be collected in the event of a breach in all of the following ways except:

A) Only foreseeable consequential damages may be sued upon
B) Damage amounts are limited to the cost of substitute goods
C) The damage amount cannot be speculative
D) Damages must be mitigated

Question 44

If a non-breaching party avoids a contract and elects to sue for loss opportunity damages, Article 76 of the CISG allows him to recover the difference between the contract price and the market price:

A) At the time of avoidance
B) At the time of contract formation
C) At the time the lawsuit is filed
D) None of the above

Question 45

Under the UCC's implied warrant of merchantability, it is implied that for goods to be merchantable they must:

A) Conform to any purpose expressly or impliedly made known to the seller at the time of the formation of the contract
B) Be fit for the ordinary purposes for which such goods are used
C) Surpass the quality of comparable goods
D) None of the above

Question 46

In the common law, a court may use this doctrine to excuse a technical breach of contract if the contracting party is objectively prevented from performing:

A) Doctrine of frustration
B) Doctrine of impracticability
C) Doctrine of impossibility
D) Doctrine of impediment

Question 47

Article 79 of the CISG allows an excuse for non-performance of a contract if it is due to an impediment that:

A) Is foreseeable
B) Beyond control
C) Causes undue hardship
D) A & B only
E) All of the above

Question 48

A clause in a contract that provides that the title to goods remains in the seller's name until full payment by the purchaser is known as a:

A) Retention of title clause
B) Reserve clause
C) Full payment clause
D) Ownership clause

Question 49

The United Nations Convention on the Limitation Period in the International Sale of Goods generally places the time limit within which a party may bring a claim in conjunction with a contract for the international sale of goods at:

A) One year
B) Two years
C) Three years
D) Four years
E) Five years

Question 50

Compare the approach taken by the UCC and CISG in regard to the statute of frauds and parol evidence rules.

Question 51

What is the 'battle of the forms'? How do the CISG and UCC provide for different consequences in the 'battle of the forms' scenario?

Question 52

Describe the tools and levels of analysis the courts use in interpreting contracts. How do the courts use the 'reasonable person standard' in their analysis?

Question 53

What are a purchaser's duties in regard to notice for non-conformity under the CISG?

Question 54

Provide three examples of how drafters of the CISG attempted to balance the interests of civil law and common law legal systems in the convention.

Question 55

Explain the difference between an implied warranty of merchantability and an implied warranty for a particular purpose. Provide examples of each.

Question 56

A U.S. Seller enters into a contract to sell 500 compact disc players to an Italian Buyer for delivery to Rome on August 1, 2015. The goods are delivered on July 15, 2015. Unfortunately, only 400 of the disc players arrive and 150 of them are seriously defective. What are the buyer's options and duties under the CISG?

Question 57

The Benny McPug Mainframe Computer Company of Smallville, U.S.A. enters into a contract to sell 2,000 of its computers to The Big Cheese Computer Importers of the Netherlands. The contract provided that the costs included delivery by McPug to "The Big Cheese" in the Netherlands by July 1. During the production of the computers the cost of the computer chips went up 300 percent. On June 15 the stevedores went on strike for sixty days. Does McPug have any excuses for nonperformance? What legal defenses may McPug try under U.S. law and under the CISG?