## Facts

- Prime Start, Ltd., a British Virgin Islands corporation, agreed to purchase approximately $1 million in custom-manufactured Western Red Cedar siding from Maher Forest Products, Ltd., a Washington corporation, for a construction project in Moscow, Russia.
- Prime Start separately contracted with Pacific Lumber Inspection Bureau (PLIB), a Washington corporation, to provide quality-control inspection services for the siding Maher supplied.
- Prime Start alleged Maher delivered nonconforming goods and that PLIB failed to perform inspections as required, allowing nonconforming materials to be shipped to Russia.
- The relevant agreements lacked an express choice-of-law clause, and the parties disputed whether the United Nations Convention on Contracts for the International Sale of Goods (CISG) governed.
- Defendants jointly moved for summary judgment seeking dismissal of all of Prime Start’s claims; Maher’s counterclaims against Prime Start were not part of the motion.

## Issues

1. Whether the CISG governed the parties’ transaction(s) or whether Washington law applied.
2. Whether defendants were entitled to summary judgment on Prime Start’s claims, or whether genuine disputes of material fact required denial.

## Decision

- The court held the CISG did not govern because Article 1(1)(a) was not satisfied and the United States’ Article 95 reservation prevented reliance on Article 1(1)(b) to apply the CISG via private international law rules when one party is in a non-Contracting State.
- The court applied Washington law, citing the absence of a choice-of-law clause and the failure to adequately establish foreign law content.
- The court denied defendants’ joint motion for summary judgment in full because disputed material facts remained concerning contract terms, performance, and alleged breaches, including PLIB’s inspection obligations and whether the siding conformed to contractual requirements.

## Legal Principles

- CISG Article 1(1)(a) applies only when both parties’ places of business are in Contracting States; when the United States’ Article 95 reservation applies, a U.S. court will not apply CISG Article 1(1)(b) to extend the CISG through choice-of-law rules.
- In the absence of an enforceable choice-of-law clause and without adequate proof of foreign law, a federal court applies the forum state’s substantive law under applicable conflict-of-laws rules.
- Summary judgment is improper when material facts about contract formation, incorporated terms, breach, causation, or performance obligations are genuinely disputed.

## Conclusion

The court determined that Washington law, not the CISG, governed the dispute and denied summary judgment because fact disputes remained over the content of the parties’ agreements, the conformity of the delivered siding, and whether PLIB satisfied its contractual inspection duties.


Prime Start Ltd. v. Maher Forest Prods. Ltd., 442 F. Supp. 2d 1113 (W.D. Wash. 2006)