## Facts

- Dr. Werner Oswald, a Swiss coin collector, negotiated to buy coins from Jane B. Allen, a New York owner of multiple labeled coin collections stored separately in bank vault boxes.
- Allen’s holdings included a “Swiss Coin Collection” and a separate “Rarity Coin Collection,” with coins organized in envelopes and inventories.
- Oswald inspected the collections in New York and Newburgh and noted certain Swiss-origin coins located in the Rarity Coin Collection.
- The parties negotiated largely through intermediaries due to Oswald’s limited English.
- They agreed on a price of $50,000, but used the terms “Swiss coins” and “Swiss Coin Collection” without clarifying whether the sale included Swiss coins located outside the Swiss Coin Collection.
- Oswald believed he bought all Swiss coins Allen owned (including Swiss coins in the Rarity Coin Collection and a Wallis ducat to be moved into the Swiss collection).
- Allen believed she agreed to sell only the Swiss Coin Collection (plus the Wallis ducat), excluding Swiss coins that were part of other collections.
- Oswald sent a letter stating he was confirming purchase of “all your Swiss coins” for $50,000.
- Allen replied with a letter arranging a visit to the bank but did not clearly acknowledge a sale or identify the quantity of coins.
- After realizing the parties’ different understandings, Allen refused to complete the transaction.

## Issues

1. Whether an enforceable contract was formed when the parties attached materially different meanings to “Swiss coins” and neither had reason to know of the other’s meaning.
2. Whether any oral agreement for the sale of coins exceeding the statutory threshold was unenforceable absent a signed writing by the seller stating the quantity.

## Decision

- The court dismissed Oswald’s complaint for specific performance.
- The court held no contract was formed because there was no mutual assent on the subject matter of the sale due to a latent ambiguity.
- Independently, the court held that even if an oral contract existed, enforcement was barred by the Statute of Frauds because there was no sufficient signed memorandum by Allen indicating a contract and the quantity of goods.

## Legal Principles

- A contract requires mutual assent to the same material terms; if parties reasonably attach materially different meanings to an ambiguous term and neither knows or has reason to know the other’s meaning, no contract is formed.
- For sales of goods above the statutory amount, enforcement requires a writing signed by the party to be charged that evidences a contract and states the quantity; a buyer’s unsigned-by-seller confirmation and a seller’s letter that does not acknowledge the sale or quantity are insufficient.
- Specific performance is unavailable where contract formation fails or where the alleged agreement is unenforceable under the Statute of Frauds.

## Conclusion

Because “Swiss coins” was latently ambiguous and the parties reasonably but differently understood what was included, there was no mutual assent and thus no contract; in any event, the claimed agreement could not be enforced without a signed writing by the seller stating the quantity.


Oswald v. Allen, 285 F. Supp. 488 (S.D.N.Y. 1968)