Legal Memo
Issue
The Danielle and the box master company case where the supplier, the box master is challenging the buyer, Danielle for not paying for the services offered by the supplier. The matter arises when the box master is accused of not delivering the required items as requested by Danielle on 10th September. Danielle sent the order of 40,000 Ballotin boxes in participation of the upcoming Christmas season where the sales of the chocolate packaged by the boxes will be high. The decision of Danielle opting to conduct business with the box master company was due to the previous experience she had with the company where the fulfilled its part of the deal. The trust created by the box master was spoiled when the company delivered the wrong quality of the requested boxes. This was a loss to Danielle because the retail store had to pay for the accrued expenses of shipping the boxes which include insurance costs. The ordered goods were supposed to be to be delivered to the stores from the warehouses of Danielle on installments on the following days, October 28, November 15, November 28 and December 15.The delivery process of the goods to be the retail stores were underway. Unfortunately, the box master company delivered the wrong set of goods as ordered by Danielle to the warehouse. The shipment consumed a lot of space in the Danielle’s warehouse which was disadvantageous to Danielle because the storing of the boxes was expensive. This was because the storing of the goods consumed a lot of resources while the boxes were not useful to Danielle.
Danielle portrayed a good example of buyer when he informed the box master for the misfortunes and instructed the company to plan for the shipment of the boxes back to their company premises at their own expense. In addition to this Danielle requested for the actual shipment of the boxes she had ordered in order to save her business from collapsing. The box master replied to Danielle saying that they will deliver the goods in two installments. This idea seemed to solve the problem but the company insisted on selling the previous delivered boxes to Danielle at a lower price this was discussed by the box master company through an email. The email also stated that the company was experiencing some delays in the activities they conducted due to machine failure. The delays were the cause of the limited quantities of boxes being handled by the company. The company promised to deliver the intended boxes two installments. The first installment was supposed to deliver 10,000 boxes by October 26th and the second installment which consisted of the remaining quantity of boxes was supposed to be delivered by November 16.In this instance Danielle did not reply the email, this decision of remaining silent meant that he accepted the deal (Cisg, 2007).
Danielle received the first installment of the goods on the stated date but later on Danielle wrote to the company stating that she received the shipment safely and later in the email Danielle requested that the next delivery of goods should be done on 13th November rather than the earlier stated date which was 16th November. The reason as to why Danielle decided to request for an earlier shipment of the second batch of goods is that he wanted the process of transporting the goods from his warehouse to the retail stores is done in time in order to meet the demand of the market. In the email she also stated again that she was not interested in the 40,000 boxes which were previously delivered to her and pleaded with the company to arrange ship back the boxes back to their premises.
The box master did not reply the email confirming the a November 13th delivery schedule sent by Danielle which prompted Danielle to place an order to a new supplier on 2nd November .The new supplier was Boxes-R-Us which was situated in Beijing, China. According to the new order to Boxes-R-Us company Danielle instructed the company to deliver the company by November 13th .This order was very expensive to Danielle. As Danielle was undergoing with her activities he received unexpected shipment of 30,000 Ballotin boxes from the box master company. The company also sent an invoice containing the prices and the expenses of the previous 40,000 which in the invoice the company calculated that each box was costing $1.50 and the shipping expense was included and also the company also included the shipping expenses of the 30,000 boxes delivered and the accrued expenses of them.
The legal issues of the above crisis is that the supplier the box master is responsible for bleaching of contract which was made through mutual agreement between Danielle and the box master company. The box master went against the main objective of the United Nations Convention on Contracts for the International Sale of Goods which explains that the development of international trade on the basis of equality and mutual benefit is an important element in promoting friendly relations between companies in different nations (Cisg, 2007).
The box master is faced is a legal issue of forcing Danielle to indulge in a contract which is not of interest to the Danielle’s line of business. This is when after delivering the wrong quality of boxes to Danielle and after Danielle informing them that they were not useful to her business but still the box master company still insisted on the issue by sending Danielle an invoice which included the expenses of the boxes which he refused (Ferrari, 2012).
Moreover the contract between the box master and Danielle is to have expired or terminated after the lack of agreement between the two parties involved. The box master company was supposed to reply to the email sent by Danielle on 27th October which in to renew the contract between the two. If the box master would have agreed to the email this would have lead to the formation of a new agreement which would have ended after November 13th after delivering the second batch of boxes to Danielle. However, this was not possible because the box master did not reply the email so the company should not expect to be paid. Furthermore Danielle can sue the company for bleach of contract.
Danielle can also sue the box master company for damages because the company was responsible for the occurrence of loss in the activities of Danielle’s chocolate business. This is because the delivery of the wrong products to Danielle delayed the activities of the business therefore leading to the decrease in sales by Danielle. In addition this mistake seemed to be done intentionally because the box company knew that Danielle was only interested with ballotin boxes in their line of business (DiMatteo, 2005).
The lack of acceptance from both parties in different parties causes the main issue of the contract where it terminates the contract of the sales of boxes to the buyer. The termination of the idea leads to the involvement of a third party who is involved in the delivering the required goods at the expected time in order to meet the expectations of the both the buyer of the goods and the consumer of the finished goods. This was without telling the previous supplier the intended move whereby the previous supplier supplied the intended goods at the wrong duration of time and demanded for the payment of the shipment. This lead is to the buyer who is Danielle to seek for legal advice in order to solve the situation (Cisg, 2007).
Rule
The ruling of this case will mainly be focused on the United Nations Convention on Contracts for the International Sale of Goods provides a uniform text of law for inter- country sales of products. The Convention was formulated by the United Nations Commission on International Trade Law (UNCITRAL) and adopted by a diplomatic conference on 11 April 1980.Furthermore; the ruling should demeanor in mindthe aims in the resolutions adopted by the sixth special session of the General Assembly of the United Nations on the formulation of a New International Economic Order. This should be done with the consideration that the growth of international trade on the foundation of mutual benefit and equality is a vital constituent in promoting friendly co-existence among countries. The use of the United Nations Convention on Contracts for the International Sale of Goods is preferred in this case because the activities of the above stated contract revolves under that convention talks about the contracts of sale of goods between parties that places of their business are in different countries.
The ruling of this case shall be governed by the United Nations Convention on Contracts for the International Sale of Goods under article 35, which states that “A seller must deliver goods which are of the quantity and description required by the contract and which are contained or packaged in the manner required by the contract (Cisg, 2007)”. The seller is expected to be questioned for the above failure.
The court should also consider the issue of the solving the breach of contract by the seller. While using a clause in the CISG under article 45 which states that” If the seller fails to perform any of his obligations under thecontractor this Convention, the purchaser may:
(a)Exercise the rights in articles 46 to 52 of the CISG;
(b)Claim damages as offered in articles 74 to 77 of the CISG.
The court may also refer on previous similar cases judged by a court of law which seem similar to the case of Danielle and the box master. Therefore the ruling should be based on the ruling previously on the Marques Roque Joachim versus La Sarl Holding Manin Rivier which was ruled by the French appeal court on 26th April 1995 (Cisg, 2007).
The ruling of the court should also consider that the nationality of the involved parties in which in this case Danielle is from the United States of America while the box master is from Germany. The parties in this case’s contract are to be taken into consideration in determining the application of this Convention. The ruling should also favor the circumstances of the seller who in this case the box master company is saying that the activities of the company are facing challenges in their production of boxes. This has hindered the company from performing their required objectives in the contract. Therefore the ruling should be favorable to the supplier.
Application
The box master company should be reliable for the paying of the damages incurred for the lack of fulfilling the contract as earlier been agreed. The damages accrued should consist of the warehousing expenses which consist of the handling of goods. The space in which the goods were stored could have generated a lot of profit to Danielle if the right quality of goods were delivered or when she had contracted another company to deliver the right quality of goods The company should be responsible for the shipment of the goods which were said to be unfit for use by Danielle. This is because there is no law in the world that allows someone or a certain party to forceful buy an item which is not of use to the client. Furthermore the box master company did not bother to correct their mistake on time after Danielle pleading with them to make it possible for the next delivery should be early in order to meet the demand of the market in the hot season. Instead of doing this the company only insisted that Danielle should buy the boxes that were sent to her for other uses in her business. This is portrayed that the company was only involved in the contract for the love of the money not for the provision of good quality goods to the customer (Cisg, 2007).
The ruling given by the courts of law should be implemented within a short period of time in order for the both parties to feel equal in the judgment. The court will also be able to put strict laws where the buyers should also be responsible for their activities. The ruling of the court should ensure that the box master will not repeat this mistake to any other buyer in the future. This case can be referred when passing judgment to other similar cases in the future.
Conclusion
The use of the United Nations Convention on Contracts for the International Sale of Goods is preferred in this case because the activities of the above stated contract revolves under that convention talks about the contracts of sale of goods between parties which places of their business are in different countries .The ruling of the case should be considerate to the growth of international trade on the foundation of mutual benefit and equality is a vital constituent in promoting friendly co-existence among countries. Furthermore, it is also known that contracts for the supply of goods in order to be manufactured or produced are termed to be referred to as sales unless the party who orders the goods who is the buyer decides to supply a substantial part of the materials necessary for such manufacture or production. The case will portray the obligations of the buyer and the seller in a contract in order to avoid issues regarding the bleach of contract due to bad information regarding ones duty in a contract.