## Facts

- Dr. Werner Oswald, a Swiss coin collector visiting the United States, arranged to examine Jane B. Allen’s coins at a bank in Newburgh, New York.
- Allen’s coins were stored as two separate groupings: a “Swiss Coin Collection” and a “Rarity Coin Collection,” kept in separate vault boxes with separate key numbers and labeled containers.
- Oswald reviewed the Swiss Coin Collection and was also shown several valuable Swiss coins from the Rarity Coin Collection; he later claimed he did not know these coins were part of a separate collection.
- Oswald spoke little English and negotiated through his brother Victor, with assistance from a museum representative; the parties agreed on a price of $50,000 during the return trip to New York City.
- The trial court found Oswald believed he was buying all of Allen’s Swiss coins (including Swiss coins in both groupings), while Allen believed she was selling only the Swiss Coin Collection.
- Oswald wrote a letter “confirm[ing]” purchase of “all your Swiss coins” for $50,000; Allen replied with logistics about traveling to Newburgh, without describing the coins sold.
- After discovering her estimate of the Swiss Coin Collection’s size was incorrect, Allen allowed re-examination and promised not to sell to others temporarily; later she refused to complete the sale.
- Oswald sued seeking specific performance or damages; after a bench trial, the district court dismissed for lack of contract formation, and Oswald appealed.

## Issues

1. Whether a contract was formed when the parties used an ambiguous, material term for the subject matter (“Swiss coins” / “Swiss Coin Collection”) and each reasonably attached a different meaning without reason to know the other’s meaning.
2. Whether the parties’ correspondence satisfied New York’s Statute of Frauds for a sale of goods by providing a sufficient signed writing that indicated a contract and specified the quantity.

## Decision

- The Second Circuit affirmed the dismissal.
- No contract was formed because there was no mutual assent to a material term: the identity and scope of the goods to be sold.
- Independently, enforcement was barred because the writings did not satisfy the Statute of Frauds: they did not provide a sufficient signed memorandum indicating a contract and stating quantity.

## Legal Principles

- A contract requires mutual assent to material terms; if each party reasonably attaches a different meaning to a material term and neither knows or has reason to know the other’s meaning, no contract is formed.
- Ambiguity concerning the subject matter of the sale (what goods are included) is material and can defeat formation even when price is agreed.
- Under the Statute of Frauds for sales of goods, an enforceable contract requires a writing signed by the party to be charged that indicates a contract has been made and specifies the quantity of goods.
- Letters addressing logistics or negotiations, or writings that do not clearly show the seller’s assent to the asserted scope and do not specify quantity, are insufficient.

## Conclusion

Because the parties reasonably differed on what “Swiss coins” meant and neither had reason to know of the other’s interpretation, there was no mutual assent to the goods being sold; in any event, the correspondence failed the Statute of Frauds by lacking a seller-signed memorandum stating the quantity, so the dismissal of the buyer’s claim was affirmed.


Oswald v. Allen, 417 F.2d 43 (2d Cir. 1969)