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Frigaliment Importing v. B.N.S.

(1960)

United States District Court for the Southern District of New York - 190 F. Supp. 116

tl;dr:

Two companies contracted for the sale of chicken. But Defendant supplied Plaintiff with fowl (stewing chicken) rather than the broiler and fryer chickens Plaintiffs wanted. The court was called upon to answer the question: What is "chicken"?

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Case Summary

In the 1960 case of Frigaliment Importing v. B.N.S., the U.S. District Court for the Southern District of New York heard a breach of contract dispute between a Swiss company and a New York company over the sale of frozen chicken. The Swiss company argued that the contract specified young, broil- and fry-ready chicken, while the New York company believed it encompassed any chicken meeting the contract's weight and quality requirements. The New York company had delivered older, tougher birds labeled as "stewing chicken" or "fowl."

The court ruled in favor of the New York company, concluding that the Swiss company had not proven that the term "chicken" held a specific, narrow meaning within their trade or contractual context. The court used various interpretation methods to clarify the term's ambiguity, including contract language analysis, review of preliminary negotiations, trade usage, legal standards, performance course, and construction maxims. None of these factors supported the Swiss company's claim that "chicken" referred solely to young birds.

This case is significant as it demonstrates how courts handle ambiguous contract terms and strive to determine the parties' intentions. It also shows how courts weigh various evidence sources and interpretation principles to reach fair outcomes, emphasizing the need for clear communication when drafting contracts to avoid disputes.

ICRAIssue, Conclusion, Rule, Analysis for Frigaliment Importing v. B.N.S.

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Facts & HoldingFrigaliment Importing v. B.N.S. case brief facts & holding

Facts:Plaintiff Frigaliment (Swiss company) and Defendant BNS (chicken distributor) contracted...

Holding:Dismissed. Plaintiff did not produce enough evidence to show that...

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Frigaliment Importing v. B.N.S. | Case Brief DeepDive
Majority opinion, author: FRIENDLY, Circuit Judge.
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The legal case involves a dispute over the interpretation of the term "chicken" in a contract for the sale of chicken between a New York sales corporation and a Swiss corporation. The court rules in favor of the defendant for breach of warranty, as the plaintiff has not proven that the contract used "chicken" in the narrower sense. The court examines the exchange of cablegrams between the parties before the formal contracts were executed and finds that the defendant's interpretation of "chicken" as any kind of chicken is more persuasive. The case highlights the importance of external signs in contract formation, rather than the parties' subjective intentions. The plaintiff's argument that the contract forms containing the words "through the intermediary of" negate agency is rejected. The defendant disputes the plaintiff's argument that there was a trade usage that the term "chicken" meant "young chicken," and must prove either actual knowledge of the alleged usage or that the usage is so generally known in the community that the defendant's actual individual knowledge of it may be inferred.

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