VLM Food Trading International Inc. v. Ill. Trading Co.

Dist. Ct. erred in applying Illinois law to find that attorney fee provisions contained only in plaintiff’s invoices constituted part of parties’ contract calling for purchase of frozen potatoes, since applicable law that covered instant dispute was United Nations Convention on Contracts for International Sale of Goods, due to defendant’s status as Canadian entity that conducted most of its business in Canada. Fact that defendant had New Jersey office did not require different result. Moreover, provisions of Convention placed into doubt whether instant attorney fee provisions could be enforced upon defendant’s breach of contract, where Article 19 of Convention suggested that attorney fee provisions in plaintiff’s invoices were material provisions that did not automatically become part of contract.