## Facts

- A Swiss poultry importer (buyer) and a New York sales corporation (seller) entered two May 2, 1957 contracts for large quantities of U.S. frozen “chicken” for export to Switzerland.
- The written confirmations described the goods as “US Fresh Frozen Chicken, Grade A, Government Inspected, Eviscerated,” with specified weight ranges (2½–3 lbs. and 1½–2 lbs.), packaging, and export suitability.
- After the first shipment arrived, the buyer claimed the heavier birds were older stewing chickens (“fowl”) rather than young broilers/fryers; some cartons were marked as such.
- The buyer asserted the parties used “chicken” to mean only young birds suitable for broiling and frying; the seller asserted “chicken” meant any chicken meeting the contract’s weight and grade specifications, including stewing chickens.
- Despite objecting after the first shipment, the buyer allowed performance under the second contract to proceed and later sued for breach of warranty based on nonconforming description.

## Issues

1. Whether “chicken” in the parties’ contracts meant only young broilers/fryers or included older stewing chickens that satisfied the stated weight and quality terms.
2. Whether the buyer carried its burden to prove that the contracts employed “chicken” in the narrower, specialized sense asserted by the buyer.

## Decision

- The court found the term “chicken” ambiguous in the contracts.
- Dictionaries did not resolve the ambiguity because they supported both a broad genus meaning and a narrow “young chicken” meaning.
- The contract language referencing “Grade A” and “Government Inspected” supported reading the term in line with USDA classifications, under which “chicken” is a broad category with multiple classes, including fowl.
- Evidence of trade usage was conflicting and, in any event, was not shown to be so established that a relative newcomer to the poultry trade should be bound by the buyer’s asserted narrow usage.
- The buyer’s course of performance (permitting the second shipment after protesting the first) did not support the claimed narrow meaning.
- Price and market evidence suggested the buyer’s interpretation would make the transaction commercially implausible, while the seller’s interpretation fit the agreed prices.
- Because the buyer did not meet its burden of persuasion that “chicken” was used in the narrower sense, the court construed the contracts to permit stewing chickens meeting the specifications and dismissed the complaint with costs.

## Legal Principles

- Contract interpretation applies an objective approach: agreement depends on the parties’ outward expressions as reasonably understood, not undisclosed intentions.
- When a contract term is ambiguous and one party asserts a special or narrower meaning, that party bears the burden to prove the term was used in that restricted sense.
- Trade usage may inform meaning only if sufficiently established and known (or so widely known that the other party should be charged with knowledge), particularly where the other party is inexperienced in the trade.
- Course of performance and commercial context (including price and market conditions) are relevant interpretive aids and can support a reading that aligns with the transaction’s apparent economic logic.
- References in contract text to governmental standards can support incorporation of regulatory classifications when interpreting product descriptions.

## Conclusion

The court held that “chicken” was ambiguous and that the buyer failed to prove the contracts used the term to mean only young broilers/fryers; construed objectively in light of contract language, context, and evidence, the contracts permitted delivery of stewing fowl meeting the stated specifications, so judgment entered for the seller.


Frigaliment Importing Co. v. B.N.S. Int'l Sales Corp., 190 F. Supp. 116 (S.D.N.Y. 1960)