Valero Marketing & Supply Co. v. Greeni Oy & Greeni Trading Oy
United States District Court for the District of New Jersey
373 F.Supp. 2d 475 (2005)
Valero (plaintiff), a U.S. reformulated-gasoline producer, and Greeni (defendant), a Finnish petroleum trading company, reached an oral agreement through a broker for Greeni to sell and deliver 25,000 metric tons of naphtha to Valero's New York Harbor tanks. Conflicting written confirmations designated English law and then New York law as governing, and neither company explicitly acknowledged the discrepancy; both the United States and Finland are signatories to the United Nations Convention on Contracts for the International Sale of Goods (CISG). Valero rejected Greeni's chosen vessel, the Bear G, due to quality concerns, but Greeni used it anyway; after a series of further disputes over delivery method and timing (including a September 14 agreement to accept delivery via barges and an extended, discounted delivery window), the vessel ultimately arrived without barges, Valero rejected delivery, and Greeni never delivered any naphtha. Valero sued for breach of contract and moved for summary judgment, arguing New York law governed the dispute.
Whether a corporation doing business in a signatory state to the CISG may avoid application of the Convention through a choice-of-law provision that does not expressly exclude the contract from the CISG.