Conspicuous Hyperlink Notice as Sufficient Incorporation of Standard Terms under the CISG

Introduction

In Garage Door Systems, LLC v. Blue Giant Equipment Corp., No. 24-2136 (7th Cir. Apr. 11, 2025), the Seventh Circuit addressed whether a seller’s reference via hyperlink to its online “Terms and Conditions,” which contained a binding arbitration clause, was sufficiently conspicuous to become part of an international sales contract governed by the United Nations Convention on Contracts for the International Sale of Goods (CISG). The plaintiff, Overhead Door Company of Indianapolis (a U.S. buyer), purchased dock levelers from Blue Giant (a Canadian seller). When performance problems arose, Overhead sued in Indiana federal court for breach of contract and warranty. Blue Giant moved to dismiss based on an arbitration clause located only in its website terms. The district court denied the motion, holding the website terms were not incorporated. On appeal, the Seventh Circuit reversed, establishing that under the CISG, a clear, centrally placed hyperlink reference suffices to incorporate standard terms into an international sale.

Summary of the Judgment

The Seventh Circuit reversed the district court’s denial of Blue Giant’s motion to dismiss (in substance, a motion to compel arbitration under 9 U.S.C. § 206). Key holdings:

Under the CISG and its Advisory Council guidance, standard terms may be incorporated by reference if the reference is sufficiently conspicuous and gives the other party a reasonable opportunity to review them.
A hyperlinked reference to online “Terms and Conditions” placed in a central text box of the Order Acknowledgement was conspicuous and binding.
The Federal Arbitration Act’s Chapter 2 (§ 206) empowers district courts to compel international arbitration “whether [the arbitral forum] is within or without the United States.”
Interlocutory appellate jurisdiction under 9 U.S.C. § 16(a)(1)(C) extends to appeals from denials of motions to compel arbitration under § 206, even when styled as motions to dismiss.

The case was remanded with instructions to enforce the arbitration provision in Ontario, Canada.

Analysis

Precedents Cited

AT&T Mobility LLC v. Concepcion, 563 U.S. 333 (2011): Emphasized rigorous enforcement of arbitration agreements under the FAA.
Atlantic Marine Construction Co. v. U.S. District Court, 571 U.S. 49 (2013): Held that valid forum-selection clauses are enforced through transfer or dismissal for forum non conveniens, not Rule 12(b)(3).
Faulkenberg v. CB Tax Franchise Sys., 637 F.3d 801 (7th Cir. 2011): Clarified that FAA § 4 cannot compel arbitration outside a district’s geographic bounds.
Brickstructures, Inc. v. Coaster Dynamix, Inc., 952 F.3d 887 (7th Cir. 2020): Recognized interlocutory appealability under 9 U.S.C. § 16(a) for denials of motions to compel arbitration.
CISG Advisory Council Opinion No. 13 (2013): Provided authoritative guidance on inclusion-by-reference of standard terms under the CISG.

Legal Reasoning

The court’s reasoning rested on two pillars: (1) international sales law under the CISG, and (2) arbitration enforcement under the FAA.

1. CISG Interpretation and Incorporation by Reference
Articles 8(1)–(3) of the CISG require interpreting parties’ statements and conduct according to their intent or, absent actual knowledge, how a reasonable commercial party would understand them. Advisory Council Opinion No. 13 explains that standard terms may be incorporated expressly or impliedly if:

They are provided contemporaneously with the offer, and
The other party has a reasonable opportunity to notice them.

Here, Blue Giant attached a link to its full Terms and Conditions in the center of its Order Acknowledgement. A reasonable and commercially sophisticated buyer would understand that those terms applied to the sale, including the arbitration clause, without needing magic words of incorporation.

2. Enforcement under the Federal Arbitration Act
The FAA’s Chapter 1 (§ 4) authorizes § 4 orders to compel arbitration but is geographically limited to in-district forums. Blue Giant’s contract designated Ontario, Canada, as the arbitral venue. Chapter 2 of the FAA (§ 206), implementing the New York Convention, authorizes district courts to compel international arbitration “at any place therein provided for, whether that place is within or without the United States.” The Seventh Circuit held § 206 applies here, giving district courts authority to enforce cross-border arbitration clauses.

Finally, Blue Giant’s motion to dismiss was, in substance, a motion to compel arbitration under § 206. Under established circuit law, the form of the motion does not defeat appellate jurisdiction under 9 U.S.C. § 16(a)(1)(C).

Impact

This decision clarifies and strengthens the ability of sellers and buyers engaged in cross-border transactions to incorporate online standard terms—particularly arbitration clauses—by:

Validating the use of conspicuous hyperlinks in electronic offers and acknowledgments as sufficient notice under the CISG;
Confirming that district courts have § 206 authority to compel arbitration in foreign venues designated in international contracts;
Affirming interlocutory appealability of denials of motions to compel international arbitration.

Contract drafters should ensure that hyperlink references to standard terms are placed conspicuously—ideally in a central, easily noticed location in the document—to avoid disputes over incorporation. Buyers should review linked terms promptly during negotiations, especially in sophisticated commercial contexts.

Complex Concepts Simplified

CISG (United Nations Convention on Contracts for the International Sale of Goods): A treaty that governs cross-border commercial sale of goods among contracting states, including the U.S. and Canada.
Article 8 CISG: Guides interpretation of party statements and conduct based on actual intent or reasonable person standard.
Advisory Council Opinion No. 13: Authoritative commentary on how standard terms may be incorporated by reference under the CISG.
FAA Chapter 1 (§ 4): Federal Arbitration Act provision allowing district courts to compel arbitration but limited to in-district forums.
FAA Chapter 2 (§ 206): Implements the New York Convention, empowering courts to compel international arbitration at designated venues inside or outside the U.S.
9 U.S.C. § 16(a)(1)(C): Permits immediate interlocutory appeals from orders denying motions to compel arbitration under § 206.
Forum non conveniens: Common law doctrine allowing dismissal when an alternative forum is substantially more appropriate.

Conclusion

Garage Door Systems v. Blue Giant establishes that in international sales governed by the CISG, a conspicuous hyperlink reference to online standard terms—placed where a reasonable commercial party would notice it—suffices to incorporate those terms into the contract. The Seventh Circuit also confirms district courts’ authority under 9 U.S.C. § 206 to compel arbitration in foreign venues and the availability of an interlocutory appeal under 9 U.S.C. § 16(a)(1)(C). This decision underscores the importance of clear, prominent notice of standard terms in electronic negotiations and reinforces the enforceability of cross-border arbitration agreements.