Cengage Advantage Books: Law for Business 19th Edition by John Ashcroft,Katherine Ashcroft,Martha Patterson

Exercise 14

A kiwi grower located in Italy, Martini E Ricci Iamino S.P.A. (Martini) contracted with Trinity Fruit Sales Company, Inc. (Trinity), a fruit wholesaler located in Fresno, California, to sell its crop of kiwifruit on an open consignment basis for the open market. There was no formalized written contract; there was an oral agreement followed by e-mails, transmitted accountings and, of course, net proceeds from Trinity back to Martini. After the success of the relationship in the first growing season, Martini contacted Trinity about the next season. Again, there were oral agreements, followed by e-mails covering particular issues as they arose. Trinity did not pay for boxes as they were shipped, but remitted a portion of the proceeds after Trinity sold the boxes on the open market. Martini alleged that there were minimum price expectations for each box shipped, and when Martini did not receive the expected proceeds back from Trinity, brought suit for breach of contract under the United Nations Convention for the International Sale of Goods (CISG). Martini alleged that the arrangement with Trinity was a sale, clearly covered and governed by the CISG. Trinity argued that the arrangement was in fact a consignment and, as a result, not covered by the CISG. Was it a sale or consignment?