Case 10-4 FILANTO,SPA v. CHILEWICH INTERNATIONAL CORP.

COURT Plaintiff Defendant FILANTO,SPA CHILEWICH INTERNATIONAL CORP

Background Filanto, SpA, the plaintiff, was an Italian corporation engaged in the manufacture and sale of foot-wear. Chilewich International Corp, the defendant, was an export-import firm incorporated in New York. 2.28.1989 Chilewich’s agent signed a contract with Raznoexport that obligated Byerly Johnson and Chilewich to deliver footwear to Raznoexport in what is now Russia. Chilewich and Byerly Johnson met with Filanto to fulfill the contract. 7.27. 1989 Chilewich sent a letter to Filanto to summarized the negotiations. Filanto requested Chilewich to accept Filanto’s counteroffer. Chilewich claimed not to received the correspondence. 3.13.1990,Chilewich sent Filanto a Memorandum Agreement to confirm that Filanto was to deliver 250,000 pairs of boots. 11.5. 1991, Chilewich obtained a letter of credit in Filanto’s favor. 8.7.1990,Filanto signed and returned the Memorandum Agreement .But it would not be bound by several proviosions of the contract. Chilewich paid 100.000 boots on Sep.15 and paid the another 60,000 boots in Jan. But some were defective, it never purchased the 90,000boots. Filanto filed a compliaint in a U.S.federal trial court in New York on 5.14.1991,alleging breach of contract. Chilewich answered the complaint by asking the court to stop the proceedings while the matter was arbitrated in the Soviet Union.

1989.2 C-contact-S for footwear with arbitration at USSR(S) 1989.7 C –contact- F of a summary 1989.9 F-reply-C exclude the arbitration (C claimed no to received it) 1990.3 C–MEMO-F to confirm the contract(250000boots and arbitration to S) C didn’t reply soon 1990.5 C –letter of credit- F $2595600 1990.8 F –signed and returned MEMO -C (stated not bound by several items included the arbitration etc) 1990.9 C-accepted delivery 100000boots and paid-F 1991.1 C-accepted delivery 60000 boots and paid- F 1991.5 F –court –C of break contract as it did not accept the rest of 90000boots.

Plaintiff March 13 Memorandum Agreement was indeed an offer characterizes its August 7 return of the signed Memorandum Agreement with the covering letter as a counteroffer

Defendant March 13: Momo: Offer May 11: L/C: Acceptance Chilewich believed that Filanto’s August 7, 1990 letter rejecting the Russian arbitration clause was a modification proposal, which Chilewich promptly rejected. Thus, Chilewich argued, the original offer was left intact and accepted, opening the way to stay Filanto’s breach of contract action pending arbitration in Russia.

CHIEF JUDGE BRIEANT After reviewing all the correspondence and the conduct of each party, the court concluded that the arbitration clause was indeed part of the contract. The court holds that Filanto is bound by the terms of the March 13 Memorandum Agreement, and also must arbitrate its dispute in Moscow

Key Point Plaintiff: August 7 return of the signed Memorandum Agreement with the cover letters is a Counteroffer Defendant: Modification of the March 13 Agreement Article 19(3) Additional or different terms relating, among other things, to price, payment, quality of the goods, place and time of delivery, extent of one party’s liability to the other , or the settlement of disputes are considered to alter the terms of the offer materially.

Factors Filanto was certainly under a duty to alert Chileeich in timely fashion to its objections to the terms of the March 13 Memorandum Agreement. As the letter postdates the partial performance of the contract, it is particularly strong evidence that Filanto recognized itself to be bound by all terms of the Russian Contract. An offeree who, knowing that the offeror has commenced performance, fails to notify the offeror of its objection to the terms of the contract within a reasonable time will, under circumstances, be deemed to have assented to those terms

arbitration clause Vocabulary is a commonly used clause in a contract that requires the parties to resolve their disputes through an arbitration process. Although such a clause may or may not specify that arbitration occur within a specific jurisdiction, it always binds the parties to a type of resolution outside of the courts, and is therefore considered a kind of forum selection clause.

Memorandum of agreement This agreement is entered into this (Day, Month & Year) by and between (Name and Complete Address of Sponsor) (hereinafter referred to as “Sponsor”) and Kansas State University, 2 Fairchild Hall, Manhattan, KS, 66506-1103 (hereinafter referred to as the “University”).?Work will be performed at Kansas State University in the Department of (Dept. Name). Whereas, the project contemplated by this Agreement is of mutual interest and benefit to University and to Sponsor and will further instructional and research project objectives of University in a manner consistent with its status as a non-profit, tax-exempt educational institution.

SRL An Italian trading company

CISG United Nations Convention on Contracts for the International Sale of Goods Is China in the import and export of goods trade relations, the biggest one of the most important international treaties. And on July 29, 2011, a total of 77 countries, attend or approved inherited this convention, our country December 11, 1986 approved the BWC make two retained. The content of the convention is divided into four parts, one is a regulation applicable range and general convention; 2 it is provisions of the contract conclude; Three is to specify the goods sales; Four is a regulation of the treaty ratify, accept, approve and join the convention, reservation, effect of the convention, the contracting state statement exit, etc

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