## Facts

- A U.S. meat wholesaler agreed to sell a Canadian meat trader 1,350 boxes (40,500 pounds) of pork back ribs for $178,200, payable within seven days of receipt.
- The seller procured the ribs from a processor that packaged and stored them in cold storage; storage and temperature records reflected acceptable handling conditions.
- The buyer’s carrier picked up the ribs from cold storage; the bill of lading stated the goods were in apparent good order.
- The buyer’s downstream recipient logged most of the shipment as in good condition, noting damage and freezer-burn signs in 21 boxes.
- About two and a half weeks after pickup, the USDA inspected and ordered destruction of the ribs as spoiled.
- The buyer refused to pay, asserting the ribs were nonconforming when delivered and that the seller was responsible for the spoilage.
- The central factual dispute was whether the ribs were nonconforming when risk passed to the buyer or were damaged afterward during transportation or later handling.

## Issues

1. Whether the CISG governed the contract between a U.S. seller and a Canadian buyer and displaced domestic sales law.
2. Under the CISG, which party bears the burden of proving that goods were nonconforming at the relevant time.
3. Whether the buyer proved the ribs were nonconforming when risk of loss passed.
4. Whether the buyer’s examination and notice of alleged nonconformity complied with CISG Articles 38 and 39.
5. Whether the district court’s factual findings and evidentiary rulings warranted reversal on appeal.

## Decision

- After a bench trial, the district court entered judgment for the seller for the full contract price ($178,200) plus prejudgment interest ($27,242.63).
- The district court found the buyer did not prove the ribs were spoiled when risk passed and did not establish the seller caused the later spoilage.
- The Seventh Circuit affirmed, holding that the CISG applied and that the buyer bore the burden to prove nonconformity.
- The Seventh Circuit found no clear error in the district court’s findings and no reversible evidentiary error.

## Legal Principles

- The CISG applies to contracts for the international sale of goods between parties in different Contracting States (CISG art. 1(1)(a)).
- Under the CISG, the buyer bears the burden of proving lack of conformity when asserting nonconformity to resist payment of the price.
- Conformity is assessed under CISG article 35; a buyer’s remedies depend on proving nonconformity at the time relevant to the seller’s responsibility and risk transfer.
- The buyer must examine goods within as short a period as practicable (CISG art. 38) and must give timely, sufficiently specific notice of nonconformity or lose the right to rely on it (CISG art. 39(1)).
- Domestic sales-law authority may be consulted for guidance when interpreting CISG provisions with similar language, but the CISG supplies the controlling rules.

## Conclusion

The seller recovered the contract price because the CISG governed, the buyer bore the burden to prove the ribs were nonconforming when risk passed, and the trial court permissibly found the buyer failed to carry that burden, with delayed inspection and notice weakening the buyer’s position.


Chicago Prime Packers, Inc. v. Northam Food Trading Co., 320 F. Supp. 2d 702 (N.D. Ill. 2004), aff'd, 408 F.3d 894 (7th Cir. 2005)