* Language of the case: German.

1 United Nations Convention on Contracts for the International Sale of Goods, opened for signature April 11, 1980, S. Treaty Doc. No. 9, 98th Cong., 1st Sess.22 (1983), 19 I.L.M. 671, reprinted at, 15 U.S.C. app. 52 (1997).

2 Since this case is before us on summary judgment, we consider the facts in the light most favorable to MCC, the non-moving party, and grant MCC the benefit of every factual inference. See Welch v. Celotex Corp., 951 F.2d 1235, 1237 (llthCir. 1992).

3 D'Agostino provided the translation of the contract. MCC has never contested its accuracy.

4 Article 50 of the CISG permits a buyer to reduce payment for nonconforming goods in proportion to the nonconformity under certain conditions. See CISG, art. 50.

5 The United States Senate ratified the CISG in 1986, and the United States deposited its instrument of ratification at the United Nations Headquarters in New York on December 11, 1986. See Preface to Convention, reprinted at 15 U.S.C. app. 52 (1997). The Convention entered into force between the United States and the other States Parties, including Italy, on January 1, 1988. See id.; Filanto S.P.A. v. Chilewich Int'l Corp., 789 F. Supp. 1229, 1237 (S.D.N.Y. 1992).

6 Article 1 of the CISG states in relevant part: (1) This Convention applies to contracts of sale of goods between parties whose places of business are in different States: (a) When the States are Contracting States …. CISG, art. 1.

7 Article 8 provides: (1) For the purposes of this Convention statements made by and other conduct of a party are to be interpreted according to his intent where the other party knew or could not have been unaware what that intent was. (2) If the preceding paragraph is not applicable, statements made by and conduct of a party are to be interpreted according to the understanding a reasonable person of the same kind as the other party would have had in the same circumstances. (3) In determining the intent of a party or the understanding a reasonable person would have had, due consideration is to be given to all relevant circumstances of the case including the negotiations, any practices which the parties have established between themselves, usages and any subsequent conduct of the parties. CISG, art. 8.

8 In the United States, the legislatures, courts, and the legal academy have voiced a preference for relying on objective manifestations of the parties’ intentions. For example, Article Two of the Uniform Commercial Code, which most states have enacted in some form or another to govern contracts for the sale of goods, is replete with references to standards of commercial reasonableness. See e.g., U.C.C. § 2- 206 (referring to reasonable means of accepting an offer); see also Lucy v. Zehmer, 196 Va. 493, 503, 84 S.E.2d 516, 522 (1954) (“Whether the writing signed … was the result of a serious offer … and a serious acceptance …, or was a serious offer … and an acceptance in secret jest…, in either event it constituted a binding contract of sale between the parties.“). Justice Holmes expressed the philosophy behind this focus on the objective in forceful terms: “The law has nothing to do with the actual state of the parties’ minds. In contract, as elsewhere, it must go by externals, and judge parties by their conduct.” Oliver W. Holmes, The Common Law 242 (Howe ed. 1963) quoted in John O. Honnold, Uniform Law for International Sales under the 1980 United Nations Convention§ 107 at 164 (2d ed. 1991) (hereinafter Honnold, Uniform Law).

9 MCC makes much of the fact that the written order form is entirely in Italian and that Monzon, who signed the contract on MCC's behalf directly below this provision incorporating the terms on the reverse of the form, neither spoke nor read Italian. This fact is of no assistance to MCC's position. We find it nothing short of astounding that an individual, purportedly experienced in commercial matters, would sign a contract in a foreign language and expect not to be bound simply because he could not comprehend its terms. We find nothing in the CISG that might counsel this type of reckless behavior and nothing that signals any retreat from the proposition that parties who sign contracts will be bound by them regardless of whether they have read them or understood them. See e.g., Samson Plastic Conduit and Pipe Corp. v. Battenfeld Extrusionstechnik GMBH, 718 F. Supp. 886, 890 (M.D. Ala. 1989) (“A good and recurring illustration of the problem … involves a person who is … unfamiliar with the language in which a contract is written and who has signed a document which was not read to him. There is all but unanimous agreement that he is bound ….“)

10 The magistrate judge's report correctly notes that MCC has not sought an interpretation of those terms, but rather to exclude them altogether. We agree that such an approach “would render terms of written contracts virtually meaningless and severely diminish the reliability of commercial contracts.” R2-102 at 5-6.

11 Without this crucial acknowledgment, we would interpret the contract and the parties’ actions according to article 8(2), which directs courts to rely on objective evidence of the parties’ intent. On the facts of this case it seems readily apparent that MCC's affidavits provide no evidence that Monzon's actions would have made his alleged subjective intent not to be bound by the terms of the contract known to “the understanding that a reasonable person … would have had in the same circumstances.” CISG, art 8(2).

12 The Uniform Commercial Code includes a version of the parol evidence rule applicable to contracts for the sale of goods in most states: Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented (a) by course of dealing or usage of trade … or by course of performance …; and (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. U.C.C. § 2-202.

13 An example demonstrates this point. The CISG provides that a contract for the sale of goods need not be in writing and that the parties may prove the contract “by any means, including witnesses.” CISG, art. 11. Nevertheless, a party seeking to prove a contract in such a manner in federal court could not do so in a way that violated in the rule against hearsay. See Fed. R. Evid. 802 (barring hearsay evidence). A federal district court applies the Federal Rules of Evidence because these rules are considered procedural, regardless of the source of the law that governs the substantive decision. Cf. Farnsworth on Contracts § 7.2 at 196 & n. 16 (citing cases).

14 Moreover, the parties have not cited us to any persuasive authority from the courts of other States Party to the CISG. Our own research uncovered a promising source for such decisions at < http://www.cisg.law.pace.edu >, but produced no cases that address the issue of parol evidence.

15 The Beijing Metals opinion does not state the place of the defendant's incorporation, but the defendant must have been a United States corporation because the court noted that the case was a “diversity action.” Beijing Metals, 993 F.2d at 1183 n.9. Cf. 28 U.S.C. § 1332 (providing no statutory grant for suits between aliens unless a citizen of a State is present); 15 James W. Moore, Moore's Federal Practice § 102.77 (3d ed. 1998) (observing that diversity jurisdiction is not present in suits between two foreign citizens).

16 The Fifth Circuit unwittingly may have solved the problem in the very next footnote, where it observed that the agreement between the parties, which attempted to settle a dispute regarding an earlier sales contract, was not itself a contract for the sale of goods and therefore fell outside the Uniform Commercial Code. Beijing Metals, 993 F.2d at 1183 n.10. See CISG, art. 1(1) (“ This Convention applies to contracts of sale of goods …. “) (emphasis added).

17 See also Del Duca, Louis F., et al., Sales Under the Uniform Commercial Code and the Convention on International Sale of Goods, 173–74 (1993)Google Scholar; Gabriel, Henry D., A Primer on the United Nations Convention on the International Sale of Goods: From the Perspective of the Uniform Commercial Code, 7 Ind. Int'l & Comp. L. Rev. 279, 281 (1997)Google Scholar (“Subjective intent is given primary consideration …. [Article 8] allows open-ended reliance on parol evidence ….“); Berstein, Herbert & Lookofsky, Joseph, Understanding the CISG in Europe 29 (1997)Google Scholar (“[T]he CISG has dispensed with the parol evidence rule which might otherwise operate to exclude extrinsic evidence under the law of certain Common Law countries.“); Fletchner, Harry M., Recent Developments: CISG, 14 J.L. & Com. 153, 157 (1995)Google Scholar (criticizing the Beijing Metals opinion and noting that “[c]ommentators generally agree that article 8(3) rejects the approach to the parol evidence questions taken by U.S. domestic law.“) (collecting authority); Murray, John E. Jr., An Essay on the Formation of Contracts and Related Matters Under the United Nations Convention on Contracts for the International Sale of Goods, 8 J.L. & Com. 11,12 (1988)Google Scholar (“We are struck by a new world where there is … no parol evidence rule, among other differences.“); Winship, Peter, Domesticating International Commercial Law: Revising U.C.C. Article 2 in Light of the United Nations Sales Convention, 37 Loy. L. Rev. 43, 57 (1991)Google Scholar.

18 Article 7 of the CISG provides in pertinent part: In the interpretation of this Convention, regard is to be had to its international character and to the need to promote uniformity in its application and the observance of good faith in international trade. Questions concerning matters governed by this Convention which are not expressly settled in it are to be settled in conformity with the general principles on which it is based …. CISG, art. 7.

19 See Brand, Ronald A. & Fletchner, Harry M., Arbitration and Contract Formation in International Trade: First Interpretations of the UN Sales Convention, 12 J.L. & Com. 239, 252 (1993)Google Scholar (arguing that article 8(3) of the CISG will not permit the consideration of parol evidence when the parties have expressly excluded oral modifications of the contract pursuant to article 29); see also Kritzer, I Albert, Guide to Practical Applications of the United Nations Convention on Contracts for the International Sale of Goods 125 (1989)Google Scholar (counseling the use of a merger clause to compensate for the absence of a parol evidence rule in the CISG).

20 D'Agostino attempts to explain and undermine the affidavit of its representatives during the transaction, by calling Silingardi a “disgruntled” former employee. Appellee's Br. at 11, 39. Silingardi's alleged feelings towards his former employer may indeed be relevant to undermine the credibility of his assertions, but that is a matter for the finder of fact, not for this court on summary judgment.

21 Article 50, which permits a buyer to reduce payment to a seller who delivers nonconforming goods, and article 39, which deprives the buyer of that right if the buyer fails to give the seller notice specifying the defect in the goods delivered within a reasonable time, will be of primary importance. Although we may affirm a district court's grant of summary judgment if it is correct for any reason, even if not relied upon below, see United States v. $121,100.00 in United States Currency, 999 F.2d 1503, 1507 (11th Cir. 1993), and the parties have touched upon these articles in their briefs, they have not provided us with sufficient information to resolve their dispute under the CISG. MCC's affidavits indicate that MCC may have complained about the quality of the tile D'Agostino delivered, but they have provided no authority regarding what constitutes a reasonable time for such a complaint in this context. Accordingly, we decline to affirm the district court's grant of summary judgment on this basis.

22 The Maselli affidavit claims that at the February 4, 1991 contract contained the terms in question, see Maselli Aff. ¶¶ 5-6, but MCC argues that at least some of the forms were never translated into English and, therefore, the record does not reveal whether the terms appear in all the contracts. We leave the resolution of these matters to the district court on remand.