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No. 1 of of Fourth Group of Twelve Model Cases Involving the "Belt and Road" Initiative Published by the Supreme People's Court: Accurately Applying the System of Declaring a Contract Avoided under the United Nations Convention on Contracts for the International Sale of Goods and Maintaining the Order in the International Sale of Goods— Case of dispute over a contract for the international sale of goods (Exportextil Countertrade SA v. Nantong Mcknight Medical Products Co., Ltd.
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最高人民法院发布第四批12个涉“一带一路”建设典型案例之一：西班牙EC公司（Exportextil Countertrade SA）与南通麦奈特医疗用品有限公司国际货物买卖合同纠纷案——准确适用《联合国国际货物销售合同公约》宣告合同无效制度 维护国际货物买卖秩序
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【法宝引证码】
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| No. 1 of of Fourth Group of Twelve Model Cases Involving the "Belt and Road" Initiative Published by the Supreme People's Court: Accurately Applying the System of Declaring a Contract Avoided under the United Nations Convention on Contracts for the International Sale of Goods and Maintaining the Order in the International Sale of Goods— Case of dispute over a contract for the international sale of goods (Exportextil Countertrade SA v. Nantong Mcknight Medical Products Co., Ltd.) | | 最高人民法院发布第四批12个涉“一带一路”建设典型案例之一：西班牙EC公司（Exportextil Countertrade SA）与南通麦奈特医疗用品有限公司国际货物买卖合同纠纷案——准确适用《联合国国际货物销售合同公约》宣告合同无效制度 维护国际货物买卖秩序 |
[Basic Facts] | | 【基本案情】 |
| On February 9, 2017, Exportextil Countertrade SA (Spain) (hereinafter referred to as "EC SA") and Nantong Mcknight Medical Products Co., Ltd. (hereinafter referred to as "Mcknight Company") entered into a sales contract, pursuant to which EC SA purchased bleached gauze from Mcknight Company. EC SA afterwards alleged that the goods delivered by Mcknight Company failed to comply with the contractual stipulations, resulting in failure to realize the contract purpose. It claimed that the sales contract should be rescinded, the payment for goods should be refunded, and the loss to anticipated profit should be compensated. EC SA chose to apply the United Nations Convention on Contracts for the International Sale of Goods in the trial of this case. | | 2017年2月9日，西班牙EC公司与麦奈特公司签署买卖合同，约定EC公司向麦奈特公司购买漂白纱布。后EC公司主张麦奈特公司交付的货物不符合合同约定，致使合同目的不能实现，诉讼请求解除买卖合同、返还货款并赔偿预期利润损失。EC公司在案件审理中选择适用《联合国国际货物销售合同公约》。 |
| [Judgment] | | 【裁判结果】 |
| In the trial, the Intermediate People's Court of Nantong City, Jiangsu Province held that the places of business of the parties involved were China and Spain and both countries were contracting states of the United Nations Convention on Contracts for the International Sale of Goods (hereinafter referred to as the "CISG"). The parties did not expressly exclude the application of the CISG in the contract. Therefore, the CISG should apply in this case to settle the dispute. The quality problem of the gauze involved was not a major quality defect and this batch of gauze still had use value and could be used or resold. The acts of Mcknight Company did not constitute a fundamental breach of contract, for which EC SA was not entitled to declare the entire contract avoided. In addition, EC SA knew that the goods did not comply with the contractual stipulations on October 18, 2017, but it failed to issue a declaration of avoidance of the contract to Mcknight Company. EC SA did not raise such claim until the filing of a lawsuit on June 18, 2019, which exceeded the reasonable time limit, and it has lost the right to declare the entire contract avoided. As Mcknight Company only delivered 85% of the goods and the parties filed a lawsuit due to dispute over quality of the goods, the remaining 15% of the contract failed to be performed. Therefore, the unperformed 15% of the contract should be declared avoided within the scope of EC SA's claims. The amount of compensation claimed by EC SA should be a result of adequate evaluation of its direct losses and prospect interest. However, as EC SA was at fault to some extent in the performance of the contract, which indirectly caused expansion of losses, it was decided that Mcknight Company should compensate EC SA USD 30,000 by referring to the amount of compensation claimed, the faults of both parties, the utilizable value of the goods involved, and other factors. On those grounds, the Intermediate People's Court of Nantong City determined that Mcknight Company should compensate EC SA USD 30,000 for economic losses and other claims of EC SA should not be supported. After the judgment of first instance was pronounced, neither party appealed and the judgment has been satisfied. | | 江苏省南通市中级人民法院审理认为，本案当事人营业地分别位于中国和西班牙，两国均是公约缔约国，双方在合同中并未明确排除适用《联合国国际货物销售合同公约》（以下简称《销售合同公约》），故本案应适用《销售合同公约》解决争议。案涉纱布的质量问题不属于重大质量瑕疵，该纱布依然具有使用价值，能够使用或转售，麦奈特公司并未达到根本违约的程度，EC公司无权宣告整个合同无效。此外，EC公司在2017年10月18日即知晓货物不符合同，但并未向麦奈特公司发出宣告合同无效的声明，直至2019年6月18日起诉时才提出该请求，已超出了合理期间，丧失了宣告整个合同无效的权利。因麦奈特公司仅交付85%的货物，双方即因质量争议提起诉讼，合同的剩余15%部分已无法履行，故在EC公司的诉讼请求范围内依法确认合同尚未履行的15%部分无效。EC公司提出的索赔额应是对自身直接损失及可得利益充分评估的结果，但其在合同履行中也存在一定过错，间接造成了损失的扩大，故参考索赔金额，结合双方过错程度、案涉货物的可利用价值等因素，确定麦奈特公司向EC赔偿3万美元。据此，判令麦奈特公司赔偿EC公司经济损失3万美元，对EC公司其他诉请不予支持。一审判决后，双方均未上诉，并已履行完毕。 |
| ．．．．．． | | ．．．．．． |
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