Featured Chrome Extensions:

Casey IRACs are produced by an AI that analyzes the opinion’s content to construct its analysis. While we strive for accuracy, the output may not be flawless. For a complete and precise understanding, please refer to the linked opinions above.

Keywords

contractburden of proofcorporationregulation
contractplaintiffdefendantcorporationregulation

Related Cases

Amtorg Trading Corp. v. Miehle Printing Press & Mfg. Co., 206 F.2d 103
View Case »
Contemporary Mission, Inc. v. Famous Music Corp., 557 F.2d 918, 2 Fed. R. Evid. Serv. 16
View Case »
Contemporary Mission, Inc. v. Famous Music Corp., 557 F.2d 918, 2 Fed. R. Evid. Serv. 16
View Case »
Dialist Co. v. Pulford, 42 Md.App. 173, 399 A.2d 1374
View Case »
M.A. Mortenson Co., Inc. v. Timberline Software Corp., 140 Wash.2d 568, 998 P.2d 305, 41 UCC Rep.Serv.2d 357, Prod.Liab.Rep. (CCH) P 15,893
View Case »
Justia Law Link
LexisNexis Link
Westlaw Link
CourtListener Link
Oyez Link

Frigaliment Importing Co. v. B.N.S. Intern. Sales Corp., 190 F.Supp. 116

Facts

The buyer, a Swiss corporation, entered into two contracts with a New York sales corporation for the purchase of fresh frozen chicken. Upon delivery, the buyer discovered that the chickens received were not the young chickens they expected, but rather stewing chickens. The buyer protested the shipments, leading to this breach of warranty action.

The action is for breach of the warranty that goods sold shall correspond to the description, New York Personal Property Law, McKinney's Consol. Laws, c. 41, § 95. Two contracts are in suit. In the first, dated May 2, 1957, defendant, a New York sales corporation, confirmed the sale to plaintiff, a Swiss corporation, of ‘US Fresh Frozen Chicken, Grade A, Government Inspected, Eviscerated 2 1/2-3 lbs. and 1 1/2-2 lbs. each all chicken individually wrapped in cryovac, packed in secured fiber cartons or wooden boxes, suitable for export…’

Issue

What is the definition of 'chicken' in the context of the contracts between the buyer and seller?

The issue is, what is chicken? Plaintiff says ‘chicken’ means a young chicken, suitable for broiling and frying. Defendant says ‘chicken’ means any bird of that genus that meets contract specifications on weight and quality, including what it calls ‘stewing chicken’ and plaintiff pejoratively terms ‘fowl’.

Rule

The court applied the principle that the meaning of a contract is determined by the agreement of external signs rather than the subjective intent of the parties.

The action is for breach of the warranty that goods sold shall correspond to the description, New York Personal Property Law, McKinney's Consol. Laws, c. 41, § 95.

Analysis

The court examined the evidence presented by both parties regarding the definition of 'chicken.' It found that the term was ambiguous and that the seller's interpretation, which included stewing chickens, was supported by dictionary definitions, industry practices, and government regulations. The buyer's argument for a narrower definition was not sufficiently substantiated.

When all the evidence is reviewed, it is clear that defendant believed it could comply with the contracts by delivering stewing chicken in the 2 1/2-3 lbs. size. Defendant's subjective intent would not be significant if this did not coincide with an objective meaning of ‘chicken.’ Here it did coincide with one of the dictionary meanings, with the definition in the Department of Agriculture Regulations to which the contract made at least oblique reference, with at least some usage in the trade, with the realities of the market, and with what plaintiff's spokesman had said.

Conclusion

The court dismissed the buyer's complaint, ruling that the buyer did not meet the burden of proof to show that 'chicken' was used in a narrower sense than the seller's interpretation.

This opinion constitutes the Court's findings of fact and conclusions of law. Judgment shall be entered dismissing the complaint with costs.

Who won?

The seller prevailed in the case because the court found that the buyer failed to prove that 'chicken' referred only to young chickens suitable for broiling and frying.

The seller prevailed in the case because the court found that the buyer failed to prove that 'chicken' referred only to young chickens suitable for broiling and frying.

You must be