Reference no: EM132230928

In May 2009, Hanwha submitted a bid for the purchase of 1,000 metric tons of the petrochemical Toluene at $640 per metric ton. Cedar accepted the bid and followed up its acceptance by sending Hanwha, via email, a signed contract sheet and a document setting forth Cedar’s standard terms and conditions. Cedar provided that the New York law, the UCC, and Incoterms 2000 would govern the contract. Hanwha modified the provision providing for governing law, crossing out New York law and the UCC, leaving only the provision that Incoterms 2000 was to govern the contract. Hanwha also provided a new set of “standard” terms and conditions; in relevant part, Hanwha’s new set of conditions provided that Singapore law would govern the contract, rather than New York law. Hanwha further provided that no contract would enter into force unless Cedar countersigned Hanwha’s proposed version of the contract’s version of the contract documents. Cedar refused to accept Hanwha’s terms, and sent Hanwha an email explaining that the contract would be finalized only if Hanwha accepted Cedar’s original terms. The email asked Hanwha to sign and return an unaltered version of the contract documents. In June 2009, Cedar advised Hanwha that because of its failure to sign the version of the contract tendered by Cedar, there was no contract between the parties, and Cedar had the right to sell the Toluene to another party. The price of Toluene as of that date had risen from $640 per metric ton to $790.50. In November 2009, Hanwha sued Cedar for breach of contract. The court was faced with the questions of applicable law and whether the parties’ attempt to form a contract succeeded. What law should apply to this transaction? Did the parties succeed in creating an enforceable contract?  Why or why not?