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Note: When Integrated Trade Systems (Buyer's Agent) submitted a purchase order for USD 20,100 dual energy X-ray scanners on behalf of Pemex-Petroquimica (Buyer) in response to Seller's quotation, Control Screening, LLC (Seller) insisted on payment by LC or cash instead of the "Net 20 day" term requested in Buyer's purchase orders. Although Seller never signed the purchase orders or resolved the disagreement about payment, it began to manufacture the scanners, spending sums on material and labor.

At this point, Buyer's Agent repudiated the contract and Seller sued it and Buyer for damages. On Buyer's and Buyer's Agent's motion for summary judgment, the US District Court for the Southern District of Texas, Hoyt, J., granted it.

In explaining why he concluded that Seller "never formally accepted the contract", the Judge stated, "It is abundantly clear from the exchange between the parties that the terms of payment and the delivery date were material and critical to the formation of a contract between the parties."

[JEB]

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