Re: Frigaliment Brief

Heading: Frigaliment Importing Co. v B.N.S. International Sales Corp., 190 F. Supp. 116 (1960) [US District Court, S.Dist.N.Y]

Procedure: P sued D in Southern District Court in New York for breach of warranty that the goods sold corresponded to the description. New York law was used. Trial court dismissed complaint with costs.

Issue: Was there an agreement as to what the meaning of "chicken" was before P, a Swiss based company, purchased large quantities of poultry from D, a New York based sales corporation? Whose interpretation of the word chicken was correct?

Rule: The description of goods sold must be made clear before entering into a contract. If there were no objections to the wording of the contract prior to entering the contract by either party, the burden is on the buyer to demonstrate the seller acted in such a manner that was intentionally deceptive. When the contract terms are ambiguous the court will look for other outside factors to determine what the wording really intended.

Holding: In the two separate shipments of chicken to Switzerland P did not sustain its burden of persuasion that the wording of the contract intended for "chicken" to mean young chicken. Plaintiff was unable to carry burden of proof that the meaning of "chicken" meant young chicken.

Rationale: D believed it could comply with the contract of providing stewing chicken. D has provided support to its intent by citing dictionary meanings, usage in the trade, market prices, and the definition in the Dept of Ag Regulations. This evidence shows D believed its part of the bargain was being fulfilled. From all of this P should have understood that in the mind of D, chicken did not only mean young chicken.