Oswald v. Allen

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Oswald v. Allen
Court 2nd Circuit
Citation 417 F.2d 43 (1969)
Date decided October 14, 1969


Ms. Allen ("Allen"), an American citizen, was a collector of Swiss coins.

The plaintiff (Mr. Oswald, "Oswald", a Swiss citizen), a doctor from Switzerland, was interested in a collection of Swiss coins owned by the defendant ("Allen").

In April of 1964, Oswald arranged a meeting to see the Allen’s coins. She showed him (Oswald) 2 of her collections, which she referred to as

  1. the Swiss Coin Collection &
  2. the Rarity Coin Collection.

Each collection had a different key number and was housed in different cigar boxes.

The plaintiff (Oswald) testified that he did not know the coins were in a separate collection. They negotiated a price of $50,000 for the Swiss Coin Collection, & evidently did not realize that the term Swiss Coin Collection was ambiguous.

Procedural History

Plaintiff (Oswald) filed suit for breach of contract when Allen refused to send over the 2 coin collections.

The trial court ruled that a contract did not exist since the minds of the parties had not been met. Plaintiff (Oswald) appealed.


Whether a contract has been formed when a primary term of the agreement is ambiguous and the parties understand it in different ways.


No contract is formed if the parties attribute ambiguous meaning to an essential contract term & neither party has reason to know of the other's understanding.

Lastly, the exchange of letters between Oswald & Allen didn't satisfy the writing requirements of the statute of frauds in New York.


When any of the terms used to express an agreement is ambivalent, and the parties understand it in different ways, there cannot be a contract unless one of them should have been aware of the other’s understanding.