## Facts

- A German seller of chinchilla furs and an Austrian buyer placed an order at a German trade exhibition (March 1991) for chinchilla pelts of medium to better quality, with a price range of DM 35–65 per pelt depending on quality.
- The seller shipped 249 pelts to the buyer in early April 1991; 236 were average quality and 13 were lower quality.
- The buyer took the unopened packages to an Italian fur dealer, where they were first opened; the dealer bought 236 pelts and rejected 13 for poor quality.
- The buyer paid the seller the equivalent of DM 2,400, substantially less than the amount due if pelts were priced within the agreed range.
- The seller sued in Austria for the unpaid balance, asserting a CISG sale and entitlement to the contract price for all 249 pelts.
- The buyer claimed he acted as an intermediary for the seller (not as purchaser) and owed no more than he obtained from the Italian dealer.

## Issues

1. Whether the buyer’s order was sufficiently definite to constitute an offer under CISG Article 14 when it referred to a “certain quantity” and used a price range tied to quality.
2. Whether CISG Article 8(2)–(3) required interpretation of the order and parties’ relationship in light of all circumstances, including subsequent conduct.
3. Whether CISG Article 55 (market price gap-filling) was necessary because the price was allegedly not fixed or determinable under Article 14.
4. Whether, under CISG Article 57(1)(a), payment was due at the seller’s place of business (and thus in German Marks).

## Decision

- The Austrian Supreme Court dismissed the buyer’s appeal and affirmed the judgments for the seller.
- The Court held that a CISG sales contract was concluded between the parties.
- The order was sufficiently definite as to quantity and price under CISG Article 14 because both were determinable from the parties’ agreement and performance.
- The Court treated the agreed price range, linked to quality, as an implicit method for determining the price; it therefore did not apply CISG Article 55.
- The Court held payment was due at the seller’s place of business under CISG Article 57(1)(a), supporting payment in German Marks.
- The buyer was ordered to pay the seller’s costs of the appellate proceedings.

## Legal Principles

- Under CISG Article 14, an offer may be “sufficiently definite” even without a single fixed quantity or unit price if the agreement provides objective means to determine quantity and price.
- CISG Article 8(2)–(3) requires interpretation of statements and conduct from the standpoint of a reasonable person in the same circumstances, considering negotiations and subsequent conduct.
- A price range tied to ascertainable quality characteristics can constitute an implicit price-determination mechanism under CISG Article 14.
- Where price is implicitly determinable under CISG Article 14, a court need not resort to CISG Article 55’s market-price rule.
- Under CISG Article 57(1)(a), absent an agreement to the contrary, the buyer must pay at the seller’s place of business, even if goods are delivered abroad.

## Conclusion

The court enforced the CISG sales contract and required the buyer to pay the outstanding balance, holding that the parties’ price range and subsequent conduct made the offer sufficiently definite and that, absent a contrary agreement, payment was due at the seller’s place of business.


Chinchilla Furs Case (CLOUT Case No. 106), 2 Ob 547/93 (Oberster Gerichtshof Nov. 10, 1994)