Skip to main content



Forestal Guarani, S.A. v. Daros International, Inc.

2008 WL 4560701 (U.S. Dist. Ct. D. N.J. 2008) (Unpublished)

CISG — When countries adopt the United Nations Convention on Contracts for the International Sale of Goods, they may elect to require that all contracts for the sale of goods be in writing and parties subject to that country’s enactment must abide by the consequences of having only an oral contract.

An Argentinean company entered into a verbal contract of sale with a New Jersey based company. At issue was approximately $420,000 allegedly owed the Argentinean company under that agreement. The Argentinean company sued for breach of contract in a New Jersey state court. Pursuant to the United Nations Convention on Contracts for the International Sale of Goods (CISG), the New Jersey company removed the matter to federal court. Subsequently, the New Jersey company moved for summary judgment asserting that the claims were barred under the CISG, the Argentinian version of which requires that all contracts for the sale of goods be in writing. It further charged that the Argentinean company had failed to produce any credible evidence to substantiate its breach of contract claim.

The United States District Court granted the motion. It reviewed the CISG, holding that it provides for the enforceability of oral contracts, but not when a signatory opts out of such rule and instead requires that all contracts for the sale of goods be in writing. When Argentina adopted the CISC, it opted to require that sales contracts involving Argentinian businesses must be in writing. The Court noted that the CISG drafters’ goal was to remove impediments to international commerce by allowing for more liberal enforcement of oral agreements, yet also to allow any signatory, such as Argentina, to require written contracts for its citizens. Therefore, it found that a breach of contract claim by an Argentina company premised on the validity of an oral contract had to fail under Argentina’s version of the CISG. Additionally, notwithstanding this failure under the CISG, the Court concluded that the Argentinean company failed to produce any evidence at all of a contract with the New Jersey company; it failed to identify which invoices were in dispute; and none of the invoices submitted as evidence contained the New Jersey company’s signature or indicated its acknowledgment and acceptance of such invoices as an agreement. In short, the Court found no proof that the New Jersey company had received and accepted goods for which there allegedly remained a balance due and owing.


MEISLIK & MEISLIK
66 Park Street • Montclair, New Jersey 07042
tel: 973-783-3000 • fax: 973-744-5757 • info@meislik.com