● Students are asked to work in their different Team groups and submit the following as part of the

GRADED ASSIGNMENT:
- Outline your main arguments depending on the role you have been given .
Remember Groups 1, 3, 5, & 7 will be acting as claimants
● - Write down at least 2 arbitration clauses.

Please note that one team member of the group (a representative) should submit a piece of
writing in PDF format.
Please note that this will need to be submitted before Session 5 in writing. Maximum 3
pages

Remember this role together with your arguments will be the ones you will be using in the
Arbitration Moot that will take place in Session 5
Case study 3.docx

​
Article 16 (1) Until a contract is concluded an offer may be revoked if the revocation reaches
the offeree before he has dispatched an acceptance.
(2) However, an offer cannot be revoked:
(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is
irrevocable; or
(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree
has acted in reliance on the offer.
Intro

Hello everyone, we are the wine cooperative and today we’re going to debate against
SuperMarket regarding disputes arising out of or relating to the contract that has been signed by
the two parties.

Structure of the document:

1. Arbitration clauses: Language, Place, Arbitrator, Professional expert

Any dispute arising out of or relating to this contract including Super Markets' offer to purchase
20,000 cases of Iron Throne 2005 from Wine Cooperative and the signing of the contract by
Wine Cooperative, sent on June 19, 2020 and received on June 21 2020, shall be finally settled
by arbitration administered by the Court of Arbitration of Madrid in accordance with its Arbitration
Rules in force at the time the request for arbitration is filed. It will also be governed by the laws
of the United Nations Convention on Contracts for the International Sale of Goods (CISG), to
which both parties are parties. The arbitral tribunal appointed for this purpose will consist of a
single arbitrator and shall be filed in the courts of Madrid, Spain. Finally, the language used in
the arbitration will be English.

All disputes of a tax nature affecting the claimant, whose claim for reimbursement of the
purchase price, interest, storage costs and arbitration costs, shall be definitively settled by
arbitration administered by the Court of Arbitration of Madrid, in accordance with its Arbitration
Rules. It will also be guided by the text of the UNCITRAL Model Law on Electronic Commerce,
which both parties adopted. This arbitration will be subject to the decision of one arbitrator and
the language to be used in the arbitration shall be English. Finally, the place of arbitration will be
Madrid, Spain.

2. Arguments

Argument 1: Acceptance of the offer → Selma

We guarantee that the major root of the problem is an inability to communicate. Communication
delays are caused by internal network issues and Mr. Stark's absence; Supermarket is not at
fault. The offery explicit and implicit statement of the offerer during the precontact dialogues is
what drives the upper into initially making a contract offer. In order to demonstrate that they
were unable to complete the formation contract phase, we will use Article 16 of the CISG, which
specifies that the offer is effective when it reaches the offery.

A
​ rticle 16 (1) Until a contract is concluded an offer may be revoked if the revocation reaches
the offeree before he has dispatched an acceptance.
(2) However, an offer cannot be revoked:
(a) if it indicates, whether by stating a fixed time for acceptance or otherwise, that it is
irrevocable; or
(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree
has acted in reliance on the offer.

Argument 2: No right to withdraw → Sara

According to the timeline of events between the 10th of June and the 21th of June, Winterfell
Supermarkets S.A. had no right to withdraw from the contract.

First of all, it is essential to outline that Mr. Stark as soon as he returned to the office from his
business trip, which Mr. Laminster was informed about (Exhibit No 6), signed the contract on the
morning of the 19th June 2020. Hence, Mr. Stark was complying with the terms of the
agreement specified by Mr. Laminster (Exhibit No.4) namely to sign the contract no later than
the 21th of June to ensure that the goods would have been delivered on time and, in addition,
he was acting in good faith.

As a matter of fact, as stated in article 14 of CISG, between Riverlands Wine Cooperative and
Winterfell Supermarkets S.A there was a proposal already concluded (Exhibit No 4 and 5).
Therefore, following the principle of good faith and due to the fact that a proposal has already
been accepted between the parties, there was no possibility for Mr. Stark to expect a
withdrawal.
“Article 14 (1) A proposal for concluding a contract addressed to one or more specific persons
constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be
bound in case of acceptance. A proposal is sufficiently definite if it indicates the goods and
expressly or implicitly fixes or makes provision for determining the quantity and the price. (2) A
proposal other than one addressed to one or more specific ­persons is to be considered merely
as an invitation to make offers, unless the contrary is clearly indicated by the person making the
proposal”

Secondly, Winterfell Supermarkets S.A could not withdraw from the contract signed in the
morning because as stated in the Article 16 of CISG, the offer could have been revoked if it
would have reached Mr. Stark before he signed the contract.
In accordance with the timeline of the events, Mr. Stark received the email with the withdrawal of
the offer on the afternoon of 19th June. Therefore, the contract was already valid and a
revocation could have not been accepted.
Article 16 (1) Until a contract is concluded an offer may be revoked if the ­revocation reaches the
offeree before he has dispatched an acceptance. (2) However, an offer cannot be revoked: (a) if
it indicates, whether by stating a fixed time for acceptance or otherwise, that it is irrevocable; or
(b) if it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree
has acted in reliance on the offer
In conclusion, Mr. Stark can not be considered liable to have signed the contract even though
Mr. Laminster sent the email message of the intention of withdrawal due to the fact that there
was a technological problem he was not aware of. Therefore, as stated on article 79 of CISG it
is considered as an event of force majeure that could not be controlled by Riverlands Wine
Cooperative.
Article 79 (1) A party is not liable for a failure to perform any of his obligations if he proves that
the failure was due to an impediment beyond his control and that he could not reasonably be
expected to have taken the impediment into account at the time of the conclusion of the contract
or to have avoided or overcome it, or its consequences.

Argument 3: Quality of wine

The reason for withdrawal used by Supermarkets S.A was that the newspapers in Winterfell had
reported that anti-freeze had been used to sweeten wine produced in the Iron Throne region of
Riverlands. Therefore, they did not want to buy anymore the wine produced by Riverlands Wine
Cooperative.
Nevertheless, this type of reason is not applicable in this case.

First of all, according to the article 35 of CISG, the seller is not liable if the goods possess the
qualities that were specified to the buyer and don’t lack conformity
.
As stated in article 35 of CISG: “(1) The seller must deliver goods which are of the quantity,
quality and description required by the contract and which are contained or ­packaged in the
manner required by the contract. (2) Except where the parties have agreed otherwise, the
goods do not conform with the contract unless they: (a) are fit for the purposes for which goods
of the same description would ordinarily be used; I. United Nations Convention on Contracts for
the International Sale of Goods 11 (b) are fit for any particular purpose expressly or impliedly
made known to the seller at the time of the conclusion of the contract, except where the
circumstances show that the buyer did not rely, or that it was unreasonable for him to rely, on
the seller’s skill and judgement; (c) possess the qualities of goods which the seller has held out
to the buyer as a sample or model; (d) are contained or packaged in the manner usual for such
goods or, where there is no such manner, in a manner adequate to preserve and protect the
goods. (3) The seller is not liable under subparagraphs (a) to (d) of the preceding paragraph for
any lack of conformity of the goods if, at the time of the conclusion of the contract, the buyer
knew or could not have been unaware of such lack of conformity”.

Furthermore, according to Professor John Snow the sweetening agent that was used in the
2005 vintage is diethylene glycol and not ethylene glycol, the common anti-freeze ingredient
that was mentioned in the newspaper. Hence, as written by the expert, the quantity contained in
the wine was not harmful to human bodies.
As a result, the reason that Mr. Laminster was using it to withdraw from the contract is not valid.

Argument 4: Payment of the damages done → Martina

Argument 4: Payment of the damages done
The Wine Cooperative is highly interested in recovering the damages caused by Winterfell
Super Markets' breach of contract. We base our defense of our position on the conditions of
CISG Article 74.

Article 74 states that “Damages for breach of contract by one party consist of a sum equal to the
loss, including loss of profit, suffered by the other party as a consequence of the breach. Such
damages may not exceed the loss which the party in breach foresaw or ought to have foreseen
at the time of the conclusion of the contract, in the light of the facts and matters of which he then
knew or ought to have known, as a possible consequence of the breach of contract.”
This article acknowledges the right to claim damages for the compensation of both actual losses
incurred and any potential loss from a violation of the agreement.

To begin with, the Wine Cooperative has been subject to a loss in profit during this breach. This
can be showcased by comparing the projected profits the Wine Cooperative would have made if
the contract had been performed to the actual profits earned after the contract was breached. In
addition, the Wine Cooperative can demonstrate any extra expenses experienced directly as a
result of Winterfell Super Markets' violation. For instance, holding and storage fees for the wine,
transportation fees that could have been avoided if the contract had been honored, as well as
other unavoidable charges.

By presenting this evidence, the Wine Cooperative is willing to make a strong case that they
have suffered damages as a direct result of Winterfell Super Markets' violation of the contract.
According to Article 74 of the CISG, these losses ought to be recoverable.

Evidence:
Exhibit No.12
Riverlands Wine Cooperative
140 Vineyard Park, Blue Hills, Riverlands
telephone number (0) 425-1930
fax number (0) 425-1937.
wine@off.mb

15 July 2020
Mr. Tyrion Lannister
Principal Wine Buyer
Winterfell Super Markets S.A.
415 Central Business Centre
Oceanside, Winterfell

Re: Iron Throne2005

Sent by e-mail attachment and by courier

Dear Mr. Lannister:

Following my last letter to you about the false allegation that anti-freeze fluid had been used in
the production of wines from the Iron Throne region of Riverlands, I enclose a copy of the
report prepared by Professor John Snow.
It should make it clear that Iron Throne2005 has not been adulterated in any way. We refrained
from shipping the 20,000 cases to you because of the statement in your letter of 20 June 2020
that you would refuse to take delivery. We are still holding the wine for you and request your
shipping directions.
Sincerely,

(Signed)
Ned Stark
Sales Manager
Riverlands Wine Cooperative
Encl. Professor John Snow report

Counterarguent: Amelie (it is meant to answer to the respondent on the day of the
presentation. They are probably going to use as an argument the antifreeze fluid
contained in the wine. Refer to what has been specified by the expert and they types of
fluids that are actually contained in the wine)

If they use the article 16 of the CISG against us we can say that:
- There has been a lack of Explicit Indication of Irrevocability. Indeed we can argue that
Winterfell Super Markets S.A.'s offer did not contain an explicit indication of irrevocability
as required by Article 16(1)(a) of CISG. If the offer did not clearly state that it was
irrevocable, the default rule in CISG is that an offer can be revoked at any time before
acceptance.
- Then, we can dispute the timing of the withdrawal. They could argue that the withdrawal
was not communicated to them before they dispatched their acceptance or that the
withdrawal was not effective until a later date. If there is ambiguity or a dispute about
when the withdrawal took effect, this could be a point of contention.

If Winterfell Super Markets S.A. raises concerns about antifreeze in the wine as a potential
issue, we can offer several counterarguments to address these concerns:

- First, Independent Testing and Certification: we can present evidence of independent

testing and certification of their wine products to demonstrate that they meet all relevant
quality and safety standards. This can include certifications from recognized authorities
or laboratories verifying the absence of harmful substances like antifreeze.
- Then, if the supermarket still doesn’t believe us, we can offer to allow Winterfell Super
Markets S.A. to conduct third-party audits or inspections of their facilities and production
processes to verify the absence of antifreeze or any other contaminants.

Arbitration Moot: 20 minutes

 - Straight to our arguments, no introduction
- Looking for clients interest
- 3/4 arguments to think about and back up these arguments with exhibit and CISG
(reasoning, well-sustained)
- Things to look into: consent (express or tacit), acceptance or counteoffer
- Offer must meet acceptance…article in CISG
- Good fait in civil law and common system
- Vitiated consent:
- Last 10 minutes

Form of a debate, improvise

In the written document we need to:

● Include 2 arbitration clauses
● Arguments for our customers

Hints:
● Go through the three stages of formation of contract
● Characteristics of the contract

Arbitration clauses:
● Arbitration chamber in madrid
https://madridarb.com/wp-content/uploads/2020/06/MODEL_ARBITRATION_CLAUSES-
MIAC-EN2.pdf
● American Arbitration association
https://www.clausebuilder.org/umbraco/surface/dispute/ViewDispute
● Language, city of arbitration, arbitrators to be appointed, experts

ARBITRATION MOOT

Group D1: claimants