Frigaliment Importing Co. v. B.N.S. International Sales Corp.
190 F. Supp. 116 (S.D.N.Y. 1960)
The issue is, what is chicken? Broilers or stewing fowl
- In one lineEn una línea
- A party who claims a word carries a narrower meaning than its ordinary one must prove the other side knew or should have known that meaning.Quien alega que una palabra tiene un significado más estrecho que el ordinario debe probar que la otra parte lo conocía o debía conocerlo.
- RuleRegla
- When a term is ambiguous, the court reads it against the whole record (language, definitions the parties invoked, negotiations, trade usage, course of performance and price), and the party asserting the special meaning bears the burden of showing it was shared or known.
- Why this case is herePor qué está aquí este caso
- The classic tour of every interpretive source (text, regulations, negotiations, usage, course of performance, price) and the lesson that the party asserting the narrower meaning carries the burden of proof.
- Procedural posturePostura procesal
- Buyer sued the seller for breach of warranty after receiving stewing chickens instead of young broilers; bench trial in federal court sitting in diversity; judgment for the seller, complaint dismissed.
Facts
A Swiss buyer contracted with a New York seller for “US Fresh Frozen Chicken, Grade A, Government Inspected, Eviscerated” in two weights. For the heavier birds the seller shipped stewing chickens (older fowl); the buyer insisted “chicken” meant young birds suitable for broiling and frying, protested, but accepted a second shipment and then sued.
Procedural posture
Breach of warranty action tried to the court. Judge Friendly dismissed the complaint: the buyer had not carried its burden of proving that “chicken” was used in the narrower sense.
Issue
Whether “chicken” in the contract meant only young broilers (the buyer’s reading) or any bird of that species meeting the grade (the seller’s reading), and who must prove which.
Holding
Judgment for the seller. The buyer failed to prove the narrower meaning; the seller’s reading was consistent with the regulatory definition the contract referenced and with the price.
Reasoning
The word alone was ambiguous, so the court looked outward: (1) the contract invoked Department of Agriculture grading regulations whose definition of “chicken” includes stewing fowl; (2) the negotiations were in German, where “Huhn” covers both; (3) the buyer’s witnesses on trade usage were unconvincing, and a usage binds a newcomer only if it is so general that knowledge can be presumed; (4) the contract price was below the market for broilers, so the seller could not reasonably have thought it was selling broilers; (5) the buyer accepted the second shipment. Since the seller’s subjective meaning matched at least one objective meaning, and the buyer could not show the seller knew of the buyer’s meaning, the buyer lost.
Rule (own words)
Interpretation is a search through every available clue about what the parties meant, and the party pushing the unusual meaning must prove it. A newcomer is not bound by a trade usage it did not know unless the usage is nearly universal.
What-ifs
- If the seller had known the buyer meant broilers, R.2d § 201(2) would bind the seller to the buyer’s meaning.
- If the price had matched broiler prices, the court’s reading of the seller’s state of mind would flip.
Likely follow-upsRepreguntas probables
Why does the buyer lose if the court never decides what “chicken” means?
Which sources did Judge Friendly check, in order?
How does R.2d § 201 resolve the case today?
Say the answer out loud before revealing each part. Rate yourself honestly; the case comes back sooner when you miss.Di la respuesta en voz alta antes de revelar cada parte. Califícate con honestidad; el caso vuelve antes si fallas.
Panic kit: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”Kit de pánico: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”