Frigaliment Importing v. B.N.S.
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Frigaliment Importing v. B.N.S. | |
Court | Southern District of New York |
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Citation | |
Date decided | 1960-12-27 |
Facts
Frigaliment Importing Co. ("Frigaliment") contracted with poultry supplier, defendant B.N.S. International Sales Corp. ("Supplier") for the sale & delivery of chicken at a set price.
The opposing parties communicated in German but used the English word "chicken." Frigaliment used "chicken" to mean young chicken. However,
- Frigaliment was referring to "broilers" (young chickens; fryers)
- Supplier was referring to "broilers" & "fowls" (stewing chicken; older chickens).
The market price for broilers was 20% higher than fowls. The contract didn't define "chicken."
The 2 parties set the price for chickens halfway between the going market rate for broilers & fowls.
The Suppliers 1st shipment includes mostly the cheaper fowls. Frigaliment complained & reluctantly accepted the 1st shipment.Procedural History
Upon finding fowls in the 2nd shipment from the Supplier, Frigaliment sued the Supplier for breach of warranty.
Issues
May a contract be formed if the parties subjectively construe an ambiguous term differently?
Holding
Yes. A contract may be formed if the parties subjectively construe an ambiguous term differently.
The court held in favor of B.N.S. (the "Supplier").Comments
This is known as the "chicken case" related to interpretation in contract law.
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