VLM Food Trading International, Inc. v. Illinois Trading Co.

In each transaction between Canadian supplier VLM (plaintiff) and American reseller Illinois Trading (defendant), Illinois sent a purchase order specifying product, quantity, and price, VLM confirmed those exact terms by email, VLM shipped and Illinois accepted, and only afterward did VLM mail a trailing invoice containing an attorney fee-shifting provision that Illinois's bookkeeper saw but the parties never discussed during negotiations. When Illinois failed to pay for shipments, VLM sued for the amounts owed plus attorney's fees; after the trial court mistakenly applied Illinois's UCC instead of the Convention on Contracts for the International Sale of Goods and initially found fee-shifting was standard industry practice, the Seventh Circuit's earlier ruling in this same case sent it back, and on remand the trial court found the agreement didn't include fee-shifting and denied VLM's fee request. VLM appealed again.