Equapack, Inc. v. Medi-Machines S.A. Memorandum for Medi ...

2. Both the CISG and UNIDROIT support RESPONDENT’s position.
16. CLAIMANT argues that the Tribunal should follow the French Civil Code and construe
ambiguous terms against RESPONDENT. [Memorandum for Claimant 33]. Honnold warns
of the “natural tendency to read the international text through the lens of domestic law.”
[Honnold (1) 208]. If the CISG is viewed through a domestic lens, then the image produced will
be distorted. [Murray 366]. Furthermore, “since Article 7(1) asserts that the international
character and need for uniformity in application should be taken into account … A domestic law
resolution of an issue would not promote [such ends].” [Darkey 139-40]. Even assuming,
arguendo, that the product description was ambiguous, the CISG does not follow the French
Civil Code’s rule of construction. Instead, the CISG adopts a reasonable person standard of
interpretation. [Art. 8(2) CISG]. The analysis above, [see supra 12], demonstrates that
applying a reasonable person standard of interpretation leads to a product description that does
not include corrosive commodities, such as salt.
17. Looking to the UNIDROIT for guidance helps further strengthen RESPONDENT’s
interpretation. In addition to a reasonable person standard of interpretation [Art. 4.1
UNIDROIT], the UNIDROIT also incorporates a contra proferentem rule by which “if contract
terms supplied by one party are unclear, an interpretation against that party is preferred.” [Art.
4.6 UNIDROIT]. In the instant case, CLAIMANT supplied the product description in the
Invitation, which was subsequently incorporated in the Offer and Acceptance as explained
above. [See supra 10]. CLAIMANT qualified the term “wide range of products” with
examples of non-corrosive dry fine and coarse bulk products. CLAIMANT now argues that the
term “wide range of products” also includes corrosive products, and specifically salt. However,
since CLAIMANT supplied the description, it had the burden of providing at least one example
that encompassed a corrosive product, such as salt. If the machines were to have specific
characteristics, CLAIMANT should have informed RESPONDENT. [LG Regensburg, 24 Sept.
1998 (Germany); OLG Koblenz, 11 Sept. 1998 (Germany)]. CLAIMANT did not do so. Under
the contra proferentem rule, CLAIMANT’s failure to specify corrosive products preclude it from
now claiming that the description included machines capable of handling corrosive items, such
as salt.
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