MINISTRY OF JUSTICE
HANOI LAW UNIVERSITY
------------------------
GROUP ASSIGNMENT
INTERNATIONAL TRADE AND
BUSINESS LAW
TOPIC: CASE NO.2 – Nieuwenhuis Vo.f & Brown Ltd.
CLASS : 4730 – TL.03
GROUP : 02
Ha Noi, 2025
CASE NO.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 the CISG be applied in this case? You are a lawyer for English
buyer. Please write a memo and defend English buyers orally.
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MINUTES OF GROUP WORK AND DETERMINING
THE LEVEL OF PARTICIPATION IN GROUP EXERCISES
1. Time, location and form of group work
- Time: 2/4/2025
- Location: Online (Google Meeting)
- Form of group work: Essay writing and Presentation
2. Participants: All group members (5/5)
3. Content:
- Develop a general outline for the group assignment
- Assign tasks.
4. Rating
4.1. Level of job completion:
Tasks Completion level
Undeveloped Inconsistent Completed
Making outline X
Assigned tasks X
4.2. Rating of individuals
Group: 02 Class: 4730 Code: School year: 2022 – 2026
Number of group members: 05
Presence: 05
Absence: 0
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No. Student Full name Rating of students Signature
Code A B C
1 473017 Pham Thi Kim Cuc X
2 473006 Giang Hoang Chi X
3 473015 Nguyen Hoang Hanh Chi X
4 473005 Nguyen Thuy Duong X
5 473012 Nguyen Viet Ha X
1. Point of essay: ………….. Ha Noi, 17th April, 2025
2. Point of presentation: ………….. GROUP LEADER
3. Final score: …………..
Pham Thi Kim Cuc
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Table of Contents
INTRODUCTION ......................................................................................................... 5
LEGAL ISSUES ............................................................................................................ 5
RULES ............................................................................................................................ 5
APPLICATION ............................................................................................................. 8
Issue 1: Could the CISG be applied in this case? .................................................... 8
Issue 2: Whether Brown Ltd. is obligated to pay the full amount to
Nieuwenhuis Vo.f (the Dutch seller) when they claim to have received only half
of the ordered quantity. ............................................................................................. 9
CONCLUSION ............................................................................................................ 10
REFERENCES ............................................................................................................ 11
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To: Brown Ltd.
From: Your Legal Counsel
Date: 17/04/2025
Subject: Application of CISG and Liability for Payment Dispute between Nieuwenhuis
Vo.f and Brown Ltd.
INTRODUCTION
This memo analyzes whether the United Nations Convention on Contracts for the
International Sale of Goods (CISG) applies to the dispute between Dutch seller
Nieuwenhuis Vo.f and British buyer Brown Ltd. over the alleged short delivery of 1,500
kg of Leerdammer cheese. Furthermore, it addresses whether the buyer is obligated to
pay the remaining half of the purchase price by using the IRAC (Issue – Rule –
Application – Conclusion) method.
LEGAL ISSUES
This memo will answer the question: Whether the CISG applies to the sales contract
between Nieuwenhuis Vo.f and Brown Ltd., and if so, whether Brown Ltd. is legally
obligated to pay the remaining half of the purchase price for the 750 kilograms of
Leerdammer cheese that it alleges were not delivered by the seller.
RULES
United Nations Convention on Contracts
for the International Sales of Goods 1980 (CISG)
Article 1
(1) This Convention applies to contracts of sale of goods between parties whose places
of businesses are in different States:
(a) when the States are Contracting States; or
(b) when the rules of private international law lead to the application of the law of a
Contracting State.
(2) The fact that the parties have their places of business in different States is to be
disregarded whenever this fact does not appear either from the contract or from any
dealings between, or from information disclosed by, the parties at any time before or at
the conclusion of the contract.
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(3) Neither the nationality of the parties nor the civil or commercial character of the
parties or of the contract is to be taken into consideration in determining the application
of this Convention.
Article 2
This Convention does not apply to sales:
(a) of goods bought for personal, family, or household use, unless the seller, at any time
before or at the conclusion of the contract, neither knew nor ought to have known that
the goods were bought for any such use;
(b) by auction;
(c) on execution or otherwise by authority of law;
(d) of stocks, shares, investment securities, negotiable instruments, or money;
(e) of ships, vessels, hovercraft, or aircraft;
(f) of electricity.
Article 35
(1) The seller must deliver goods which are of the quantity, quality, and description
required by the contract and which are contained or packaged in the manner required by
the contract.
(2) Except where the parties have agreed otherwise, the goods do not conform to the
contract unless they:
(a) are fit for the purposes for which goods of the same description would ordinarily be
used;
(b) are fit for any particular purpose expressly or impliedly made known to the seller at
the time of the conclusion of the contract, except where the circumstances show that the
buyer did not rely, or that it was unreasonable for him to rely, on the seller's skill and
judgement;
(c) possess the qualities of goods which the seller has held out to the buyer as a sample
or model;
(d) are contained or packaged in the manner usual for such goods or, where there is no
such manner, in a manner adequate to preserve and protect the goods.
(3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for
any lack of conformity of the goods if at the time of the conclusion of the contract the
buyer knew or could not have been unaware of such lack of conformity.
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Article 38
(1) The buyer must examine the goods, or cause them to be examined, within as short a
period as is practicable in the circumstances.
(2) If the contract involves carriage of the goods, examination may be deferred until
after the goods have arrived at their destination.
(3) If the goods are redirected in transit or redispatched by the buyer without a
reasonable opportunity for examination by him and at the time of the conclusion of the
contract the seller knew or ought to have known of the possibility of such redirection or
redispatch, examination may be deferred until after the goods have arrived at the new
destination.
Article 39
(1) The buyer loses the right to rely on a lack of conformity of the goods if he does not
give notice to the seller specifying the nature of the lack of conformity within a
reasonable time after he has discovered it or ought to have discovered it.
(2) In any event, the buyer loses the right to rely on a lack of conformity of the goods if
he does not give the seller notice thereof at the latest within a period of two years from
the date on which the goods were actually handed over to the buyer, unless this time-
limit is inconsistent with a contractual period of guarantee.
Article 45
(1) If the seller fails to perform any of his obligations under the contract or this
Convention, the buyer may:
(a) Exercise the rights provided in articles 46 to 52;
(b) claim damages as provided in articles 74 to 77.
(2) The buyer is not deprived of any right he may have to claim damages by exercising
his right to other remedies.
(3) No period of grace may be granted to the seller by a court or arbitral tribunal when
the buyer resorts to a remedy for breach of contract.
Article 50
If the goods do not conform to the contract, and whether or not the price has already
been paid, the buyer may reduce the price in the same proportion as the value that the
goods actually delivered had at the time of the delivery bears to the value that
conforming goods would have had at that time. However, if the seller remedies any
failure to perform his obligations in accordance with Article 37 or Article 48 or if the
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buyer refuses to accept performance by the seller in accordance with those articles, the
buyer may not reduce the price.
APPLICATION
Issue 1: Could the CISG be applied in this case?
CISG can be applied to this case based on Articles 1 and 2 of CISG 1980.
According to Article 1 of the CISG 1980, this convention applies to contracts for the
sale of goods between parties whose places of business are located in different countries.
The contract for the sale of 1500 kg of Leerdammer cheese between Nieuwenhuis Vo.f
and Brown Ltd. meets these criteria. In terms of the subject matter, Leerdammer cheese
qualifies as an appropriate type of good, as it meets the definition of "goods" within the
context of international trade law.
Additionally, Leerdammer cheese is not one of the exceptions listed in Article 2, which
describes when the CISG does not apply. Concerning the places of business,
Nieuwenhuis Vo.f operates from Alkmaar, the Netherlands, while Brown Ltd. is based
in England, thus highlighting the distinction of ‘place of business’ for the parties
involved in the contract. Therefore, the agreement between these two companies is
classified as an international contract for the sale of goods.
Article 1.1 of the CISG outlines two scenarios in which the CISG may apply to an
international contract for the sale of goods.
The first scenario occurs when the parties to the contract explicitly choose the CISG as
the governing law. In jurisdictions that respect party autonomy, contract parties can
freely designate the CISG as applicable to their agreement. However, this provision is
only effective if both parties are members of the CISG. Since the United Kingdom is
not a party to the CISG, Article 1.1(a) requires that both contracting parties have their
places of business in CISG contracting states, which is not satisfied in this case.
Consequently, the CISG cannot automatically apply in this first scenario.
The second scenario arises when the parties to the contract do not explicitly or implicitly
designate the CISG as the applicable law. Although the UK is not a contracting state,
Article 1(1)(b) permits the CISG to apply for the following reasons: Dutch courts have
jurisdiction, and Dutch private international law may apply.
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Issue 2: Whether Brown Ltd. is obligated to pay the full amount to Nieuwenhuis
Vo.f (the Dutch seller) when they claim to have received only half of the ordered
quantity.
The UK buyer is not obligated to pay the remaining amount to the seller for the following
reasons:
Firstly, the seller’s actions constituted a breach of CISG Article 35.1, which states, “The
seller must deliver goods that conform to the quantity, quality, and description specified
in the contract and that are packaged as required.” The seller’s delivery of only half of
the agreed quantity of cheese, specifically 750 kg instead of the contracted 1500 kg,
represents a non-conformity of goods. The seller bears full responsibility for this breach,
as the buyer could not have anticipated this non-conformity at the time the contract was
established.
Furthermore, the Buyer promptly inspected the goods upon their arrival and identified a
discrepancy as outlined in Article 38.1. The Buyer is entitled to claim non-conformity,
having promptly notified the Seller of the shortage upon its discovery. This action
preserves all remedies available under Article 39.1 of the CISG. Brown Ltd made every
effort to prevent damage to both parties in good faith, yet Nieuwenhuis Vo.f failed to
respond or take any steps to remedy the situation.
According to Article 45 of the CISG, since the buyer failed to fulfill his contractual
obligations by delivering an insufficient quantity of goods, the seller is entitled to
exercise his rights under Articles 46 to 52. Instead of claiming damages or asking for
more goods, Brown Ltd. decided to pay for the 750 kg of goods they received, but will
not pay for the missing 750 kg. This course of action is explicitly allowed under Article
50, which permits a proportional reduction in price when goods are non-conforming.
Brown Ltd. is not required to demonstrate that the seller's breach is fundamental to
invoke Article 50 in defense of its rights. Since the seller delivered 50% less than the
contracted quantity, the price reduction will apply to the missing goods. Specifically,
the reduced value is calculated as (Value of missing goods / Value of conforming goods
in the contract) x Total value of goods. In this case, Brown Ltd. seeks a 50% price
reduction, thereby paying only half the value of the goods.
Secondly, because Nieuwenhuis Vo.f., delivered less than the goods (specifically 750
kg of cheese) and Brown Ltd. paid only the amount corresponding to the goods received
according to the above argument, if the Dutch seller wants the British buyer to claim the
refund of the amount that the two parties cannot agree on, the seller is forced to resolve
the dispute through a third party - International Commercial Arbitration or a competent
court. Although the CISG does not specifically stipulate which party has the burden of
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proof, according to Article 7(2) CISG "Issues relating to matters governed by this
Convention but not specifically regulated by the Convention shall be settled according
to the general principles on which the Convention is based or, in the absence of such
principles, according to the law applicable under the rules of conflict of laws.", the
general principles of the Convention or international commercial practice may be
applied. A widely recognized principle in international trade is "Actori incumbit
probatio"1 - the burden of proof lies on the claimant, i.e., the plaintiff who is also the
seller in this case. Nieuwenhuis Vo.f is the party claiming the remaining payment, i.e.,
the plaintiff should, according to the general practice and principles in the CISG, prove
that the full 1,500 kg as stated in the contract has been delivered. The proof must include
specific evidence such as a signed delivery note, an independent shipping document, or
objective evidence of the delivery weight. If it is not possible to prove that the full
quantity has been delivered, the Dutch seller cannot ask the buyer to pay the remaining
amount.
CONCLUSION
Based on the facts, CISG can be applicable in this case. Consequently, Brown Ltd.
needn't pay the rest because they only received half of the cheese. If the seller wants to
get the full payment, they must prove that all 1,500 kg of cheese were delivered. But
there is no strong proof of this. So, Brown Ltd. is not responsible for paying the
remaining amount.
We hope the above is helpful. Please let us know if you have any inquiries or if any
clarification is required.
Kind regards,
Your Legal Counsel.
1
Duggal, K. A. N. (2019, February 28). Principles of evidence in investor-state arbitration: burden, standards,
presumptions & inferences. Retrieved from https://hdl.handle.net/1887/68700, last accessed on 17/04/2025.
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REFERENCES
1. United Nations Convention on Contracts for the International Sales of Goods
1980 (CISG)
2. Duggal, K. A. N. (2019, February 28). Principles of evidence in investor-state
arbitration: burden, standards, presumptions & inferences. Retrieved from
https://hdl.handle.net/1887/68700 , last accessed on 17/04/2025.
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