The seller and the buyer had entered into a contract, which they called the “Export Contract”, in two different languages (English and Chinese).
“There is nothing in the English text of the Export Contract that speaks to the law governing the purchase transaction or otherwise evinces the parties’ intention to exclude the CISG. In contrast, the Chinese text states that the Export Contract is governed by and shall be interpreted in accordance with the laws of the People’s Republic of China, the Convention shall not apply, and in the event of any conflicts between the two texts, the Chinese version shall prevail”.
In these circumstances, the Court held that “[…] having [the seller] proposed to [the buyer] a contract drafted in both the English and Chinese languages through a New York agent [… the seller] could not have been unaware that [the buyer’s] subjective intentions regarding choice of law would be formed on the basis of the purportedly-controlling English text […], which is precisely the intention that any reasonable purchaser would have had under the same circumstances (see CISG, art 8 [2])”.
Full text of the Decision here
CISG-Portugal.org 