Data
- Date:
- 14-04-2025
- Country:
- Brazil
- Number:
- 14.2025.8.26.0196
- Court:
- Tribunal de Justiça do Estado de São Paulo
- Parties:
- Verslin AG v. Leme Comércio, Importação e Exportação LTDA
Keywords
APPLICATION OF CISG BASED ON PARTIES' CHOICE
TERMINATION (AVOIDANCE) - NOTICE OF TERMINATION (AVOIDANCE) (ART. 26 CISG)
Abstract
A Swiss company (seller) and a Brazilian company (buyer) entered into an international contract for the sale of 540 metric tons of refined white sugar, with delivery due within 30 days of signing. The buyer paid an advance equal to 20% of the price shortly after conclusion of the contract. The seller failed to deliver within the agreed period, and after nearly four months of inactivity, the parties agreed to reduce the transaction to a partial shipment corresponding to the amount already paid. Performance remained deficient even under this revised arrangement: an independent audit confirmed that the quantity actually delivered was less than agreed, and the seller failed to provide the quality and quantity inspection certificate required under the contract, which prevented the buyer from collecting the goods at destination. The buyer commenced lawsuit against the seller.
Based on an express choice by the parties, the Court declared that the contract was governed by CISG.
As to merits, the court held that the seller's partial delivery, combined with its failure to provide the required inspection certificate, substantially deprived the buyer of what it was entitled to expect under the contract, thereby constituting a fundamental breach within the meaning of Art. 25 CISG.
On account of the fundamental breach, the Court declared the buyer entitled to terminate the contract under Art. 49(1)(a), of which the seller had been given proper notice in accordance with Art. 26 CISG.
Finally, the Court recognized the buyer's right to be reimbursed for the difference between the amount paid and the value of the goods actually delivered, and to be awarded damages.
Fulltext
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Source
Original in Brazilian:
- available at https://www.jusbrasil.com.br}}