1.

What was the court's holding with respect to the inclusion of

the forum selection clause in the parties' contract? 

     The court decided that the original contract was indeed

binding as it was written in 2006. The court did not recognize
the forum selection clause - which was only incorporated in later
sales documents - as being valid as part of the contract. This
was due to the fact that for a contract to be modified you need
the agreement of both parties, and the Hershey Canada
company did not explicitly agree to the amendment to the
contract. They were simply holding up their end of the contract
which required such purchases to be made, and by doing so did
not suddenly agree to the new terms Solae, LLC was imposing. 

2. What are the requirements for the formation of a contract

pursuant to the CISG? 

     The CISG defines a contract as concluded only when "an

acceptance of an offer becomes effective in accordance with the
provisions of this Convention" and states that the offer must be
sufficiently definite and demonstrate an intention by the offerer
to be bound if the proposal is accepted. 

3. Did the court improperly excuse Hershey's failure to object to

the forum selection clause given the parties' extended dealings
(which influded conditions of sale containing a forum selection
clause)? Why or why not?

     I believe the court made the correct decision in this case. By

maintaining and upholding the exact legal definition of a
contract, the courts have made it very clear that in this case -
and others in future - you must follow the outlined criteria for
modifying a contract. They have effectively said that no amount
of writing things into invoices and other documents as a means
to circumvent proper and just amendment protocol, makes the
amendment part of the contract, even if the other party doesn't
object.