2023年合同法判决书选读.docx

合同法判决书（选读） OPINION判决 PER CURIAM法庭一致通过 Chateau des Charmes Wines, Ltd. (Chateau des Charmes“), a Canadian company, appeals the dismissal of its action for breach of contract and related claims arising out of its purchase of wine corks from Sabateacute;, S.A. (Sabateacute; France“), a French company, and Sabateacute; USA, Inc. (Sabateacute; USA“), a wholly owned California subsidiary. The district court held that forum selection clauses in the invoices that Sabateacute; France sent to Chateau des Charmes were part of the contract between the parties and dismissed the case in favor of adjudication in France. Because we conclude that the forum selection clauses in question were not part of any agreement between the parties, we reverse. FACTUAL BACKGROUND AND PROCEDURAL HISTORY案件事实及原审情况 The material facts pertinent to this appeal are not disputed.1 Sabateacute; France manufactures and sells special wine corks that it claims will not cause wines to be spoiled by cork taint,“ a distasteful flavor that some corks produce. It sells these corks through a wholly owned California subsidiary, Sabateacute; USA. In February 2022, after some preliminary discussions about the characteristics of Sabateacute;s corks, Chateau des Charmes, a winery from Ontario, Canada, agreed by telephone with Sabateacute; USA to purchase a certain number of corks at a specific price. The parties agreed on payment and shipping terms. No other terms were discussed, nor did the parties have any history of prior dealings. Later that year, Chateau des Charmes placed a second telephone order for corks on the same terms. In total, Chateau des Charmes ordered 1.2 million corks. Sabateacute; France shipped the corks to Canada in eleven shipments. For each shipment, Sabateacute; France also sent an invoice. Some of the invoices arrived before the shipments, some with the shipments, and some after the shipments. On the face of each invoice was a paragraph in French that specified that Any dispute arising under the present contract is under the sole jurisdiction of the Court of Commerce of the City of Perpignan.“ On the back of each invoice a number of provisions were printed in French, including a clause that specified that any disputes arising out of this agreement shall be brought before the court with jurisdiction to try the matter in the judicial district where Sellers registered office is located.“ Chateau des Charmes duly took delivery and paid for each shipment of corks. The corks were then used to bottle Chateau des Charmes wines. Chateau des Charmes claims that, in 2022, it noticed that the wine bottled with Sabateacute;s corks was tainted by cork flavors. Chateau des Charmes filed suit in federal district court in California against Sabateacute; France and Sabat eacute; USA alleging claims x530 for breach of contract, strict liability, breach of warranty, false advertising, and unfair competition. Sabateacute; France and Sabateacute; USA filed a motion to dismiss based on the forum selection clauses. The district court held that the forum selection clauses were valid and enforceable and dismissed the action. This appeal ensued. 责任编辑：ang