LLM Sale contract

Wholesome Foods SpA, based in Italy, telephoned Big Traders Corp, based in the United States of America, for the purchase of wheat for the manufacture into food products for animals. Wholesome Foods stipulated they would require 1,000kg delivered CIF in March-April 2022. Big Traders stated “done” before concluding the conversation. The transaction has run into several legal difficulties and Wholesome Foods have approached you for advice on the following matters.

  1. What law governs the performance of their sales contract?
  2. Before the completion of their sales contract, due to uncertainty surrounding the supply of wheat production and delivery, the United States have passed legislation requiring all sales of wheat to be evidenced in writing and made a declaration under the Convention on Contracts for the International Sale of Goods (CISG), Article 96.
  3. The goods were initially shipped from the port of Odessa, Ukraine, by a third-party shipper, Wheat Shippers TOB. The Wheat Shippers contracted with a freight-forwarder, Rubicon Movers TOB, to carry the wheat from the warehouse to the dock. 10% of the wheat was damaged during the carriage to the dock. The remaining 90% of the wheat was loaded aboard the vessel. A further 10% was damaged by fire before Wholesome Foods were tendered a notice of appropriation for the shipment. Big Traders are claiming the risk of loss or damage passed to Wholesome Foods when the goods were handed over to Rubicon Movers.
  4. Upon tendering the documents on Wholesome Foods, Big Traders are demanding payment at the market price on the date of shipment, $1.00p/kg. However, Wholesome Foods argue it is common to pay the market price at the date the documents are tendered, which was $0.75p/kg.
  5. Wheat Shippers originally sold the wheat to Cheap, Quick, and Easy Ltd. Big Traders procured Cheap, Quick, and Easy’s CIF contract to fulfil their obligations to Wholesome Foods. Big Traders have not paid Cheap, Quick, and Easy who are now seeking to stop the goods being handed over and claim to be entitled to the goods at the port of delivery.
  6. In the telephone conversation with Wholesome Foods, Big Traders described the wheat as “fair, average quality for the season”. When the wheat arrives at the port, Wholesome Foods notice the wheat is not of sufficient quality for the season and notify Big Traders immediately. It is possible Big Traders knew the wheat was not of good quality for the season.
  7. Wholesome Foods told Big Buyers that they did not require the wheat to produce food for human consumption. The fact the wheat is not of sufficient quality for the season means the wheat is not fit for human consumption.
  8. Wholesome Foods want to know what remedies, if any, they may be entitled to.
  9. Would your answer differ to questions 3-8 if the parties had expressed that the contract was to be governed by the law of England and Wales?