Solae v. Hershey Canada

Solae LLC (Solae) (plaintiff) was a Delaware corporation headquartered in Missouri. Hershey Canada, Inc. (Hershey) (defendant) was a Canadian manufacturer of chocolate products. For several years prior to late December 2005, Solae supplied Hershey with soy lecithin. In late December 2005, Solae and Hershey agreed to the maximum amount of soy lecithin that Hershey would buy from Solae in 2006 and the price that Hershey would pay (2006 agreement). The 2006 agreement did not include a forum-selection clause, and Solae and Hershey did not discuss Solae’s conditions of sale when negotiating the 2006 agreement. On September 27, 2006, Solae shipped soy lecithin to Hershey. Before shipment, Solae (following the parties’ past practice) sent Hershey an order confirmation. After sending the shipment, Solae (also following past practice) sent Hershey an invoice. Solae’s confirmation referred to Solae’s conditions of sale; Solae’s invoice attached the conditions of sale. Solae’s sales conditions included a forum-selection clause giving Delaware courts exclusive jurisdiction over any disputes. The soy lecithin that Solae shipped in September allegedly was contaminated, causing Hershey to undertake a broad recall and temporarily close a manufacturing plant. Hershey sued Solae in Canada regarding the alleged bad shipment. Solae then sued Hershey in Delaware federal court. Hershey moved to dismiss Solae’s suit on, among other things, personal-jurisdiction grounds due to Hershey’s limited Delaware contacts. Solae responded by citing its sales conditions, which Solae contended applied to the September shipment, and Hershey’s submission of a Delaware financing statement under the Uniform Commercial Code (UCC) regarding an unrelated matter. Hershey denied that Solae’s sales conditions applied to the September shipment, noting that Solae sent the confirmation and invoice after Hershey’s order and that the Hershey employees who received the confirmation and invoice were not authorized to modify the parties’ contract. The parties agreed that the United Nations Convention on Contracts for the International Sale of Goods (CISG) applied to their relationship.