FRIGALIMENT IMPORTING CO., LTD. v. BNS International Sales Corp.
190 F. Supp. 116 · District Court, S.D. New York · 1960
Facts
Frigaliment, a Swiss corporation, contracted with BNS International Sales Corp., a New York seller, for "US Fresh Frozen Chicken." Two contracts specified different weights and prices for the chicken, to be shipped FAS New York. Upon arrival in Switzerland, Frigaliment discovered the larger birds were "stewing chicken" or "fowl," not the young chicken suitable for broiling and frying it expected. Frigaliment protested, but BNS maintained it had supplied "chicken" as per the contract. This dispute led Frigaliment to sue BNS for breach of warranty, claiming "chicken" had a narrower meaning.
Issue
The central legal question is the meaning of the term "chicken" as used in the contracts between the parties. Specifically, did the contract term "chicken" refer exclusively to young chickens suitable for broiling and frying, or did it encompass any bird of the genus, including older stewing chickens?
Holding
The court held that the plaintiff, Frigaliment, failed to sustain its burden of proving that the contract used "chicken" in the narrower sense of only young chickens. Therefore, the defendant, BNS, did not breach the contract by supplying stewing chickens.
Rule
When a contract term is ambiguous, the party seeking to establish a narrower meaning bears the burden of persuasion. Courts interpret ambiguous terms by considering dictionary definitions, prior negotiations, trade usage, government regulations incorporated by reference, and market realities. Trade usage must be "so long continuance, so well established, so notorious, so universal and so reasonable" to be presumed part of the agreement, or actual knowledge must be shown. The court will consider objective evidence of meaning over a party's uncommunicated subjective intent.
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