INTERNATIONAL COMMERCE

CASE SUMMARY
Centerfuge Case

2004311527 Soohyun Im 2011-03-16

TABLE OF CONTENTS

FACTS
1. 2. 3. Parties Involved Good Forum Selection Clause

ISSUE AND DECISION

1. The Forum Selection Clause is Part of the Parties Agreement A. B. 2. 3. 4. The Offer The Acceptance

Policy Reasons for not Enforcing the Forum Selection Clause Product Liability Equitable Contribution and Equitable Indemnity

CONCLUSION

FACTS
Green Valley Juice & Wine purchased STS200, but it didnt perform properly. Therefore Green Valley notified it to Centrisys. Centrisys and STS repeatedly assured that it would be cured. Green Valley eventually filed against Centrisys, and then Centrisys filed STS against STS for indemnity, contribution, and declaratory relief. STS argues that pursuant to the parties contract, STS and Centrisys agreed to resolve any disputes in Australia. STS argues that when STS and Centrisys entered into their contract, the General Conditions were part of the contract. However, Centrisys disputes that the General Conditions was part of the parties contract. 1. Parties This case originally began with Golden Valley Grape Juice and Wine LLC v. Centrisys Corporation. But this article mainly describes Centrisys Corporation v. Separator Technology Solutions Pty Ltd. CASE_Golden Valley Grape Juice and Wine LLC v. Centrisys Corporation i. Plaintiff and Buyer: Golden Valley Grape Juice and Wine ii. Original Defendant and Distributor: Centrisys Corporation iii. Thirdparty Defendant and Third-party: Separator Technology Solutions Pty Ltd. CASE_ Centrisys Corporation v. Separator Technology Solutions Pty Ltd. i. Plaintiff and Buyer: Centrisys Corporation ii. Defendant and Seller: Separator Technology Solutions Pty Ltd. 2. Involved Good STS200 is high performance clarifier and self-cleaning disk-type centrifuge. A centrifuge is a piece of equipment. The centrifuge works using the sedimentation principle, where the 1

centripetal acceleration causes more dense substances to separate out along the radial direction. By the same token, lighter objects will tend to move to the top. 3. Forum Selection Clause A forum selection clause in a contract with a Conflict of Laws element allows the parties to agree that any litigation resulting from that contract will be initiated in a specific forum.

ISSUES AND DECISION

1. The Forum Selection Clause is Part of the Parties Agreement A. The Offer STS offer was contained in the February 29, 2008 email which contained a sales quote to Centrisys. Centrisys received, a sales quote for the sale of the STS200 centrifuge to Centrisys. This sales quote identified the goods for sale, the quantity of goods and the price. CISG Art. 14(1) defines a proposal concluding a contract addressed to one or more specific persons constitutes an offer if it is sufficiently definite .. . Therefore, under CISG an adequate offer was made. And the same email to Centrisys included the General Conditions as attachment of The February 29, 2008. The General Conditions, other terms and sales quote were sent at the same time. So, the offer was adequate and the General Conditions were part of STS offer B. The Acceptance After receiving the sales quote, then Centrisy incorporated the STS quote into its presentation to Green Valley. Pursuant to the CISG, acceptance does not require a signature or formalistic adoption of the offered terms. Also Centrisys proposed the purchase of the centrifuge to Green Valley. CISG Art. 18(1), a statement made by or other conduct of the offeree indicating assent to an offer is an acceptance. Also CISG, Art. 19, the offeree may indicate assent by performing an act, to the dispatch of the goods or payment of price, the acceptance is effective at the moment the act is performed.. To propose purchase to Green Valley is the dispatch of the goods. But Centrisys claimed that it was unilaterally contract. However, unlike Chateau and Solae, Centrisys received the email and the General Conditions at the same time. Also Centrisys reviewed one of other attached terms. So, under CISG, Art 19, the offer was accepted. 2. Policy Reasons for not Enforcing the Forum Selection Clause A. B. If the inclusion of the clause in the agreement was the product of fraud or overreaching Centrisys does not argue. If the party wishing to repudiate the clause would effectively be deprived of his day in court were the clause enforced Centrisys argues that enforcement would deny Centrisys its day in Court. But Centrisys made mistake when arguing other issue. In addition, they would be forced to twice litigate. So, Centrisys claim was declined. If enforcement would contravene a strong public policy of the forum in which suit is brought. Centrisys does not argue.

C.

3. Product Liability Centrisys argues that if the General Conditions apply, then paragraph 10 "Product Liability" controls the choice of forum. Centrisys argues that if someone other than STS and Centrisys brings a claim for damages based on a defective product theory of liability, both STS and Centrisys are required to make themselves available to the forum selected by the third party. Paragraph 10 involves the parties' obligations for claims from third parties for personal injuries for "product liability." A "product liability action" is defined under California law, as "any action for injury or death caused by a product, except that the term does not include an action based on a manufacturing defect or breach of an express warranty. And there is no injury or death caused by the product.

4. Equitable Contribution and Equitable Indemnity Centrisys argues that the third party complaint is not premised on any contractual obligation owed Centrisys by STS arising out of the parties' agreement. Centrisys argues that it claims equitable indemnity and contribution, which are not claims "on the contract." An equitable contribution claim arises not from contract but from equity. Crowley Mar. Corp. v. Boston Old Colony Ins. Co., 158 Cal.App.4th 1061, 1066, 70 Cal.Rptr.3d 605 (2008). The right to equitable contribution does not require a preexisting contractual relationship. Crowley, 158 Cal.App.4th at 1066, 70 Cal.Rptr.3d 605. Based on above cases, equitable contribution and equitable indemnity does not required any contract. Its natural.

CONCLUSION
The offer was adequate and the General Conditions were part of the offer. Centrisys accepted the offer. And there is no policy reason for not enforcing the forum selecting clause. Also Centrisys incorrectly claimed product liability, and no preexist contract are required to make equitable contribution and indemnity. For those reasons, the motion to dismiss for change of venue by Third Party Defendant Separator Technology Solutions Pty Ltd. is GRANTED.