Frigaliment Importing v. B.N.S.

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.

Upon finding fowls in the 2nd shipment from the Supplier, Frigaliment sued the Supplier for breach of warranty.

May a contract be formed if the parties subjectively construe an ambiguous term differently?

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").

This is known as the "chicken case" related to interpretation in contract law.