## Facts

- Valero Marketing & Supply Company, a Delaware corporation based in Texas, purchased petroleum blending components for reformulated gasoline.
- Greeni Oy and Greeni Trading Oy, Finnish companies based in Helsinki, traded petroleum products and chartered oceangoing vessels.
- Through a broker, the parties reached an oral agreement for Greeni to sell Valero 25,000 metric tons of naphtha then owned by Greeni in Hamburg, Germany, for delivery to Valero’s shore tanks in New York Harbor within September 10–20, 2001.
- The broker sent a written confirmation stating commercial terms and selecting English law; Valero sent a separate confirmation mirroring the deal but selecting New York law; the conflicting clauses were not resolved.
- Greeni nominated the vessel Bear G; Valero initially rejected it based on safety/quality concerns.
- On September 14, 2001, Valero agreed to accept delivery “ex Bear G” only if delivery occurred by barges to Valero’s tanks, the delivery window was extended to September 24, and the price was discounted.
- Bear G arrived on September 22, 2001; Greeni attempted delivery without barges, contrary to the modified arrangement.
- Valero rejected the tender, and no naphtha was delivered under the contract.
- Valero claimed it lost a market opportunity to blend and sell reformulated gasoline before month-end and sought liability only at summary judgment.

## Issues

1. Whether the CISG governed the international sales contract despite the parties’ conflicting, post-formation choice-of-law clauses.
2. Whether Greeni breached the contract under the CISG by failing to deliver within the agreed window and by failing to deliver by the agreed barged method, entitling Valero to partial summary judgment on liability.

## Decision

- The court granted Valero’s motion for partial summary judgment on liability for breach of contract.
- The court held the CISG applied because the parties’ places of business were in different CISG Contracting States and there was no clear contractual exclusion of the CISG.
- The court held the barged-delivery condition and the extension of the delivery window to September 24 were binding modifications.
- The court found Greeni failed to perform by attempting nonconforming delivery (without barges) and by not completing delivery within the agreed time.
- The court concluded no genuine dispute of material fact existed on liability; damages were left for later proceedings.

## Legal Principles

- The CISG governs a contract for the international sale of goods between parties located in different Contracting States unless the parties clearly exclude the CISG.
- Conflicting or general references to domestic law in exchanged confirmations, without clear exclusion language, do not displace the CISG where the contract was otherwise concluded on agreed commercial terms.
- Under CISG delivery obligations, the seller must deliver at the agreed time and in the agreed manner; failure to comply with contractually specified delivery conditions constitutes breach.
- Summary judgment on liability is proper when the material facts establishing contract terms, breach, and lack of excuse are undisputed, leaving damages for subsequent determination.

## Conclusion

The court applied the CISG and held Greeni liable for breach because it did not deliver the naphtha within the modified delivery window and did not tender delivery in the contractually required barged manner, warranting partial summary judgment on liability while reserving damages for later adjudication.


Valero Mktg. & Supply Co. v. Greeni Oy, 373 F. Supp. 2d 475 (D.N.J. 2005)