MINISTRY OF JUSTICE

HANOI LAW UNIVERSITY

TEAMWORK ASSIGNMENT
SUBJECT: INTERNATIONAL TRADE AND
BUSINESS LAW
TEAM : 02
CLASS : 4731

HA NOI – 2025
 Report on Participation Level and Performance in Group Assignment
Class: 4731
Team: 02
Question 2:
Nieuwenhuis Vo.f, a Dutch company from Alkmaar, supplies 1,500 kilos
of Leerdammer cheese to Brown Ltd., a company established in the UK. The
English buyer pays only half of the price, claiming that he received only half of
the quantity he ordered. Since this is utterly untrue, the Dutch seller wants to
claim the remaining half of the price from the English buyer.
Question: Could be the CISG applied in this case? You are lawyer for
English buyer. Please write a memo and defend English buyer orally.
Table of Participation Levels and Contribution Outcomes of Each
Member in the Group Assignment
Group Participation &
Student Member's
No. Full Name Contribution Evaluation
ID Signature
A B C
1 Nguyễn Linh Chi 473126 X
2 Nguyễn Linh Chi 473131 X
3 Nguyễn Quốc Dũng 473133 X
4 Phạm Hà Hải 473137 X
5 Đỗ Trần Việt Hà 473139 X

Hanoi, April 15, 2025

INTRODUCTION......................................................................................................... 2
CONTENT..................................................................................................................... 2
1. MEMORANDUM................................................................................................. 2
2. QUESTION PRESENTED.................................................................................... 2
3. BRIEF ANSWER.................................................................................................. 2
4. FACTS................................................................................................................... 3
5. DISCUSSION........................................................................................................ 3
5.1. Could the CISG be applied in this case?....................................................... 3
5.2. Who should bear the losses?......................................................................... 4
6. CONCLUSION......................................................................................................5
CONCLUSION.............................................................................................................. 6
REFERENCE................................................................................................................ 6

1
 INTRODUCTION
International Trade and Business Law plays an essential role in preparing law
students to navigate legal issues in cross-border trade. In this assignment, we were
tasked with drafting a legal memorandum - a professional tool used to analyze legal
problems and advise clients - based on a dispute involving international sales governed
by the CISG. Throughout the process, our group faced several challenges, especially in
interpreting CISG provisions and presenting legal reasoning clearly and persuasively.
However, through research, teamwork, and active discussion, we gradually improved
both our legal thinking and collaborative skills. Completing this assignment has not
only deepened our understanding of international trade law but also enhanced our
ability to work effectively as a legal team. We would like to express our sincere thanks
to our instructor for the guidance and support throughout this learning experience.

CONTENT1
1. MEMORANDUM
TO: Brown Ltd. - Management Team
FROM: Legal Team representing Brown Ltd.
DATE: March 31, 2025
RE: Applicability of the CISG and Allocation of Risk in the Nieuwenhuis Vo.f –
Brown Ltd. Cheese Shipment
2. QUESTION PRESENTED
Is the United Nations Convention on Contracts for the International Sale of
Goods (CISG) applicable to the sales contract between Nieuwenhuis Vo.f and Brown
Ltd., and if so, who bears the risk of loss for the portion of goods lost during carriage?
3. BRIEF ANSWER
Yes, the CISG is applicable to the contract, as both parties have their places of
business in CISG Contracting States, and no exclusion of the Convention was agreed
upon. Furthermore, under Article 67(1) of the CISG, the risk of loss had not yet passed
to Brown Ltd. at the time the goods were lost at sea. Therefore, Nieuwenhuis Vo.f

1
Xem: The City University of New York School of Law (2025), Drafting a Law Office Memorandum,
https://www.law.cuny.edu/academics/academic-resources-support/legal-writing-center/student-resources/drafting
-a-law-office-memorandum/#1619040340700-cc0a834f-69eaaeb9-17b2fcdd-43a4ac80-1b39b6ee-9f2a, truy cập
28/03/2025.

2
bears the risk for the lost container and Brown Ltd. is only obligated to pay for the
portion of goods that was actually delivered.
4. FACTS
1. Nieuwenhuis Vo.f, a Dutch company from Alkmaar, supplies 1,500 kilos of
Leerdammer cheese to Brown Ltd., a company established in the UK.
2. The English buyer pays only half of the price, claiming that he received only
half of the quantity he ordered.
3. Since this is utterly untrue, the Dutch seller wants to claim the remaining half of
the price from the English buyer.
* Assumption/Fact added
4. The parties had agreed on the carriage of goods. The delivery term agreed
between the parties was CIF (Cost, Insurance, and Freight), and the contract
specified the place of discharge as the Port of Felixstowe (a seaport in
England).
5. The reason the English buyer received only half of the ordered quantity is that,
during the sea voyage from the Netherlands to England, the vessel transporting
the goods encountered a severe storm, resulting in several containers being lost
overboard - including the one carrying 750 kg of Leerdammer cheese owned by
Nieuwenhuis Vo.f.
5. DISCUSSION
5.1. Could the CISG be applied in this case?
* Issue
Does the CISG govern this international sales contract between Nieuwenhuis
Vo.f and Brown Ltd.?
* Rule
Under Article 1 (1)(a) CISG: “This Convention applies to contracts of sale of
goods between parties whose places of business are in different States when the States
are Contracting States…”. Article 2 CISG: Lists specific exclusions (e.g., personal
goods, auctions, securities, ships). Article 6: “The parties may exclude the application
of this Convention…” - it means that Parties can exclude the application of CISG if
expressly agreed.

3
 * Application
There are four main arguments supporting the application of the CISG in this
case, including: (1) this is an international contract for the sale of goods; (2) both
parties have their places of business in Contracting States of the CISG; (3) the subject
matter of the contract is not excluded under Article 2 of the CISG; and (4) there is no
agreement between the parties to exclude the application of the CISG.
First, this is a contract for the sale of goods between parties whose places of
business are in different States. Specifically, Nieuwenhuis Vo.f, the seller, has its place
of business in the Netherlands, while Brown Ltd., the buyer, is established in the
United Kingdom. Therefore, this contract meets the condition for the international sale
of goods according to Article 1(1)(a) of the CISG.
Second, both the Netherlands and the United Kingdom are Contracting States of
the CISG. According to Article 1(1)(a), the CISG automatically applies to contracts
for the sale of goods between parties located in different Contracting States, unless
otherwise agreed. In this case, since both parties are from member States of the CISG,
the Convention shall govern this contract.
Third, the subject matter of this contract does not fall within the exceptions
provided in Article 2 of the CISG. According to this provision, the CISG does not
apply to the sale of certain goods such as consumer goods, ships, securities, or
electricity. However, the goods in this case — cheese — do not belong to these
excluded categories, so the CISG is still applicable.
Finally, there is no agreement between the parties to exclude the application of
the CISG. According to Article 6 of the CISG, the parties have the freedom to exclude
its application either wholly or partially. Nevertheless, in this case, there is no
evidence that the parties have made such an agreement.
* Conclusion
Therefore, the CISG is applicable to the contract between Nieuwenhuis Vo.f and
Brown Ltd.
5.2. Who should bear the losses?
* Issue
Whether the risk had transferred to the buyer (Brown Ltd.) and who should bear
the losses caused by the quality issues?

4
 * Rule
The resolution of this issue is based on Article 67(1) of the CISG regarding the
passing of risk in cases involving carriage of goods, which provides: “…If the seller is
bound to hand the goods over to a carrier at a particular place, the risk does not pass
to the buyer until the goods are handed over to the carrier at that place…”.2
* Application
In this case, the parties had agreed on the carriage of goods. The delivery term
agreed between the parties was CIF (Cost, Insurance, Freight), and the contract
specified the place of discharge as the Port of Felixstowe (a seaport in England).
Accordingly, Nieuwenhuis Vo.f (the seller) was obligated to hand the goods over to a
carrier at the Port of Felixstowe in England, which is a specified location. Thus, under
Article 67(1) of the CISG, the risk does not pass to the buyer until the goods have been
handed over to the carrier at the agreed location - the Port of Felixstowe.
While en route from the Netherlands to England, the vessel transporting the
goods encountered a severe storm, and several containers were lost overboard,
including the container carrying 750 kg of Leerdammer cheese owned by Nieuwenhuis
Vo.f, which was being shipped to Brown Ltd. via the Port of Felixstowe. This incident
occurred before the goods had been handed over to the carrier at the Port of Felixstowe
- In other words, before the risk passed to the buyer (Brown Ltd.).
Since the risk had not yet transferred to Brown Ltd., Nieuwenhuis Vo.f must
bear the risk resulting from the aforementioned incident. On the other hand, the fact is
that Brown Ltd. was not subject to this risk and only received half of the quantity of
Leerdammer cheese they had ordered. As such, Brown Ltd. fulfilled their payment
obligation by paying in full for the quantity of cheese they actually received; this is
entirely fair and reasonable. Nieuwenhuis Vo.f’s demand that Brown Ltd. pay for the
portion of cheese lost during transportation is unfounded and contrary to the delivery
term agreed between the parties.
* Conclusion
Therefore, in the event of the container falling overboard, the risk had not yet
passed to Brown Ltd., and Nieuwenhuis Vo.f must bear the risk associated with the
loss of the 750 kg of Leerdammer cheese.
2
Xem: Tạp chí điện tử Luật sư Việt Nam (2023), Thời điểm chuyển rủi ro trong hợp đồng mua bán hàng hóa
quốc tế dưới góc nhìn từ luật học so sánh và kiến nghị hoàn thiện pháp luật, https://lsvn.vn/thoi-diem-chuyen-rui
-ro-trong-hop-dong-mua-ban-hang-hoa-quoc-te-duoi-goc-nhin-tu-luat-hoc-so-sanh-va-kien-nghi-hoan-thien-pha
p-luat-1701185381-a138127.html, truy cập 02/04/2025.

5
 6. CONCLUSION
The CISG governs the contract between Nieuwenhuis Vo.f and Brown Ltd. As
the container fell overboard before the risk had passed to the buyer, Nieuwenhuis Vo.f
remains responsible for the loss of the 750 kg of Leerdammer cheese. Accordingly,
Brown Ltd. – the English buyer – is only required to pay half of the contract price,
corresponding to the portion of the cheese that successfully arrived at the Port of
Felixstowe.

CONCLUSION
This group assignment has emphasized the vital role of International Trade and
Business Law in shaping our understanding of cross-border commercial transactions
and dispute resolution. Through the process of drafting a legal memorandum, we were
able to apply theoretical knowledge to a realistic scenario, enhancing both our legal
analysis and practical writing skills. More importantly, this task helped us improve our
ability to work collaboratively, think critically, and communicate legal arguments
effectively. We believe the experience gained from this assignment will be highly
valuable in our future legal careers, where such skills are essential. This project has
been a meaningful step in our journey toward becoming competent and confident legal
professionals.

REFERENCE
1. The City University of New York School of Law (2025), Drafting a Law Office
Memorandum,https://www.law.cuny.edu/academics/academic-resources-suppor
t/legal-writing-center/student-resources/drafting-a-law-office-memorandum/#16
19040340700-cc0a834f-69eaaeb9-17b2fcdd-43a4ac80-1b39b6ee-9f2a, truy cập
28/03/2025.
2. Tạp chí điện tử Luật sư Việt Nam (2023), Thời điểm chuyển rủi ro trong hợp
đồng mua bán hàng hóa quốc tế dưới góc nhìn từ luật học so sánh và kiến nghị
hoàn thiện pháp luật, https://lsvn.vn/thoi-diem-chuyen-rui-ro-trong-hop-dong-
mua-ban-hang-hoa-quoc-te-duoi-goc-nhin-tu-luat-hoc-so-sanh-va-kien-nghi-ho
an-thien-phap-luat-1701185381-a138127.html, truy cập 02/04/2025.
3. United Nations Convention on Contracts for the International Sale of Goods
(1980).