Jurisdiction(s):
United Kingdom

Arizona federal court confirms CISG applies despite choice-of-law clause; merger clause excludes extrinsic evidence; termination-for-convenience treated as CISG gap (Kumpers v TPI)

Published on: 26 March 2025

Published by a LexisNexis Arbitration expert

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Kumpers Composites GmbH v TPI Composites CV-23-00214-PHX-SMB

What are the practical implications of this case?

At its heart, the dispute concerned whether and how the CISG applied, how it should be construed, and whether specific provisions could be contracted out of. As a preliminary step, the court addressed CISG applicability. The agreement chose Arizona law to govern and expressly disapplied any conflict-of-laws rules. Relying on leading US CISG authorities, the court stated that, by virtue of the US Constitution’s Supremacy Clause, the CISG overrides state law, so a choice of Arizona law necessarily encompassed the CISG. It added that excluding choice-of-law rules did not dislodge the CISG’s operation. Because the CISG is substantive in character, this approach accords with recent German decisions on the point...

Two further points centred on the integration clause and the termination-for-convenience terms. The integration clause provided that the contracts superseded all prior agreements, negotiations, and discussions, whether written or oral. Although Article 8(3) CISG permits extrinsic material to illuminate contractual intent, the court held that the integration clause effectively derogated from CISG interpretative principles and excluded outside evidence...

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