FRIGALIMENT IMPORTING CO., LTD. v. BNS International Sales Corp.

190 F. Supp. 116 · District Court, S.D. New York · 1960

Facts

A Swiss corporation contracted with a New York sales corporation to purchase "US Fresh Frozen Chicken." Upon delivery, the buyer discovered the 2.5-3 lbs birds were stewing chicken (fowl) rather than the young chicken (broilers/fryers) it expected. The buyer sued for breach of warranty, arguing "chicken" in the contract meant young chicken.

Issue

Does the term "chicken" in a commercial contract for "US Fresh Frozen Chicken" refer exclusively to young chicken suitable for broiling and frying, or does it encompass any bird of the genus Gallus domesticus, including stewing chicken, given the ambiguity of the term and the context of the agreement?

Holding

The court held that the plaintiff failed to sustain its burden of proving that "chicken" in the contract was used in the narrower sense of young chicken. Therefore, the defendant's delivery of stewing chicken did not constitute a breach, and the complaint was dismissed.

Rule

When a contract term is ambiguous and dictionaries provide multiple meanings, the party asserting a narrower interpretation bears the burden of proving that the term was used in that specific, narrower sense, considering trade usage, regulatory definitions, market realities, and prior negotiations.

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Case brief last reviewed 2026-04-28. Prepared by CaseReader from the published opinion.