Frigaliment Importing Co. v. B.N.S. International Sales Corp.
190 F. Supp. 116 · U.S. District Court, S.D.N.Y. · 1960
ContractsAssigned in 22 casebooks
Case brief summary
Rule
If people disagree on what a contract word means, whoever wants the narrower meaning must prove both sides actually agreed to that, using the contract's wording, past talks, and common trade habits.
Facts
A buyer and seller agreed to ship 'chicken' at two sizes. The buyer wanted young birds for frying, but got older, tougher birds for the bigger size. Each side disagreed on what 'chicken' meant.
Procedural history
This was a trial before a single judge without a jury, who issued this opinion as the court's official findings of fact and legal conclusions after hearing the evidence.
Issue
Did the word 'chicken' in these contracts mean only young chicken suitable for broiling and frying, or did it also cover older stewing chickens known as fowl?
Holding
The buyer did not prove that the contracts meant only young chicken, so the seller's broader interpretation of 'chicken' was allowed to stand and the buyer's lawsuit was dismissed.
Reasoning
The judge reviewed the contract wording, earlier talks, government definitions, market prices, and trade testimony. Since none clearly supported the buyer's narrow meaning, the buyer failed to prove its case.
Opinions
Majority (Friendly): The buyer failed to prove 'chicken' meant only young chicken, so the seller's broader reading controls and the case is dismissed.
Test yourself
Question 1 of 5
What specific issue triggered the lawsuit between Frigaliment and B.N.S.?
The dispute arose because the larger birds delivered were stewing chickens ('fowl'), not the young chickens plaintiff claims it expected; the other options are not supported by the facts.
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On the exam
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Other issues in this opinion
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