The Parol Evidence Rule and the United Nations Convention on Contracts for the International Sale of Goods: Justifying Beijing Metals & Minerals Import/Export Corp. v. American Business Center, Inc.

Abstract

In Beijing Metals & Minerals Import/Export Corp. v. American Business Center, Inc., the Fifth Circuit held that the parol evidence rule applies to contracts governed by the Convention on the International Sale of Goods. Perhaps because the court reached this conclusion without any recorded analysis, and only in footnote, the conclusion initially generated little or no commentary in the literature. Then, Professor Harry M. Flechtner argued in a well-reasoned article that the Fifth Circuit’s conclusion was incorrect. This Note responds to that article, seeking to justify the Fifth Circuit’s elliptic conclusion that the parol evidence rule applies to contracts governed by the Convention. The response is essential, first because the holding in Beijing Metals sets an important precedent for a fledgling area of U.S. jurisprudence, and second because the decision will remain persuasive authority for courts around the world.

Keywords: contracts, parol evidence rule, Convention on the International Sale of Goods, CISG, Beijing Metals