U.S. Court of Appeals for the Seventh Circuit
Agriculture — choice of law
A contract dispute against a foreign agricultural supplier is governed by the United Nations Convention on Contracts for the International Sale of Goods.
“Most of VLM’s business is conducted from its headquarters near Montreal, including its performance of the contract with Illinois Trading. VLM’s only connection to the United States is a single office in New Jersey that appears to exist primarily to allow the company to maintain a PACA license. The district court thought that the New Jersey office sufficed to make VLM’s place of business the United States. But Article 10(a) of the Convention provides that ‘if a party has more than one place of business, the place of business is that which has the closest relationship to the contract and its performance.’ As we’ve noted, it’s undisputed that VLM conducts most of its business in Canada, and the New Jersey office had no relationship to the performance of VLM’s contracts with Illinois Trading. Accordingly, VLM’s place of business is clearly Canada, and the Convention controls.”
Reversed and Remanded.
Appeals from the United States District Court for the Northern District of Illinois, Leinenweber, J., Sykes, J.