Interpretation

Case: Frigaliment Importing Co. v. B.N.S. International Sales Corp. (1960, SD)

Facts: K for sale of "chicken." K specified the weight, quantity and price of
the chickens, but not whether they were young or old. Buyer brings the lawsuit
for breach of K, because Seller sent older chickens instead of young ones.

Buyer's argument: "chicken" means broiler or fryer, and these are young chickens
only. The older ones are termed "fowl." Seller should know this b/c the term is
custom usage in the trade.

Issue: Whether the term "chicken" has a narrow meaning , where it means young
chickens that are suitable for broiling or frying. -No.

Holding: Case dismissed, with costs. Favor of D Seller.

Reasoning: Court looks at the K, witness testimony, and other trade documents to
decide the meaning of "chicken" in the trade.

Notes
• First looks at plain language of K itself (objective)
· Cant tell, so now you have to go to the surrounding circumstances
§ Trade usage - industry-wide
§ Regulations
□ Regulation of the Dept of Agriculture (which is cited in K,
Grade A…)
□ Regulations tend to be very specific
□ Issued by federal agencies - Congress gives them authority to
give regulations
§ Course of Dealing ("conduct")
□ Diff from trade usage, b/c only refers to the 2 parties
□ More of how you arrived in the formation of the K
□ Deals with parties' total history
§ Course of performance
□ Diff from course of dealing - more of the course of performing
the K
§ The subjective intent
□ Defendant's subjective intent - generally we're very skeptical,
but here is coincides with the objective (reasonable person standard)
□ Judge says D's subjective intent would not be significant if it
would not coincide with the objective meaning of the word chicken.
• P had a subjective intent too! How do you settle this? When both parties seem
equally right. Tied, so who wins?
· Burden of proof - useful in tie-breaking cases (when decision is not that
clear)