In American contract law, the chicken case is shorthand for Frigaliment Importing Co. v. B.N.S. International Sales Corp., a 1960 federal decision that asked a question every first-year law student remembers: what does the word “chicken” mean in a contract? Judge Henry Friendly’s answer, and the way he got there, turned an ordinary poultry dispute into one of the most taught illustrations of how courts read ambiguous contract language.
The Dispute Behind the Case
In 1957, Frigaliment Importing Co., a Swiss buyer, contracted with B.N.S. International Sales Corp., a New York seller, for shipments of “US Fresh Frozen Chicken, Grade A, Government Inspected” in two weight categories. When the first shipment reached Switzerland, Frigaliment found that the heavier birds were not the young broiling and frying chickens it expected. They were older stewing chickens, sometimes called “fowl.”1Justia Law. Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp., 190 F. Supp. 116
Frigaliment sued for breach of warranty. It argued that “chicken” in the contract meant young chicken only. B.N.S. countered that “chicken” covered any bird of that species meeting the contract’s weight and quality specifications, stewing chicken included. Judge Friendly, sitting in the Southern District of New York, framed the problem with the sentence lawyers still quote: “The issue is, what is chicken?” Dictionaries supported both a narrow and a broad definition, so the word standing alone was genuinely ambiguous.1Justia Law. Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp., 190 F. Supp. 116
How the Court Resolved the Ambiguity
Because the word itself didn’t settle the meaning, the court worked through several layers of evidence. That analytical sequence is the real reason law professors keep assigning the case.
Clues Inside the Contract
The contract called for “Government Inspected” chicken, which pointed to U.S. Department of Agriculture grading regulations. Those regulations defined “chicken” broadly to include stewing chickens, not just young broilers. The court gave real weight to the seller’s reading on that basis, especially because the buyer’s own early communications had used language consistent with government grading standards.1Justia Law. Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp., 190 F. Supp. 116
Trade Usage
Frigaliment argued that “chicken” in the poultry trade meant young chicken. The court held that when one party isn’t a member of the trade, a specialized meaning binds them only if the usage is “so generally known in the community that his actual individual knowledge of it may be inferred” or so long-established and universal “that the presumption is violent that the parties contracted with reference to it.” Frigaliment couldn’t clear that bar.1Justia Law. Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp., 190 F. Supp. 116
What the Price Told the Court
The court also looked at whether the contract price made economic sense under each interpretation. The price per pound was low enough that obtaining young broiling chickens at that cost would have been essentially impossible. That practical reality undercut the buyer’s claim that both parties understood “chicken” to mean only the more expensive young birds.
Who Had to Prove What
Judge Friendly placed the burden squarely on Frigaliment: “Plaintiff has the burden of showing that ‘chicken’ was used in the narrower rather than in the broader sense, and this it has not sustained.” The complaint was dismissed.1Justia Law. Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp., 190 F. Supp. 116 The rule that comes out of this: if a contract term carries both a common broad meaning and a specialized narrow one, the party insisting on the narrow meaning has to prove that’s what was agreed.
Why the Case Still Matters
Frigaliment illustrates a principle Judge Friendly drew from Oliver Wendell Holmes: “The making of a contract depends not on the agreement of two minds in one intention, but on the agreement of two sets of external signs — not on the parties’ having meant the same thing but on their having said the same thing.”1Justia Law. Frigaliment Importing Co. v. B.N.S. Int’l Sales Corp., 190 F. Supp. 116 What matters in contract law is the objective meaning of the words used, not what either party privately intended.
This objective approach has since been codified in the Uniform Commercial Code, which sets a hierarchy for resolving ambiguity. When express contract terms, course of performance, course of dealing, and trade usage all exist, courts read them as consistent with each other where possible. Where they conflict, express terms trump everything else, course of performance trumps course of dealing and trade usage, and course of dealing trumps trade usage.2Legal Information Institute. UCC 1-303 Course of Performance, Course of Dealing, and Usage of Trade Frigaliment walked through roughly this same analysis before the UCC provision took its current form, and that lineage is part of why the case has stayed in the casebooks.
Drafting Lessons You Can Take From It
The most practical takeaway is that vague language creates expensive disputes. If Frigaliment’s contract had specified “young broiling chicken” instead of just “chicken,” there would have been no lawsuit. Lawyers who draft contracts obsess over defined terms for exactly this reason. When a word has more than one plausible meaning, the drafter should pick one and spell it out, ideally by referencing an industry standard or regulatory definition.
The case also shows that the party seeking the unusual or narrower interpretation carries the uphill burden. If you’re relying on a specialized trade meaning that differs from the everyday dictionary definition, you need strong evidence that both parties understood the term that way when they signed. Preliminary negotiations, prior dealings, and pricing that only makes sense under one reading all become critical. Courts won’t assume the narrow meaning simply because one party insists it’s obvious.
A Note on the Other “Chicken” in Litigation
If you’ve heard lawyers use “chicken” a different way, that’s a separate usage. “Playing chicken” describes a negotiation dynamic in which both sides take extreme positions and dare the other to blink first, borrowed from the standoff where two drivers race toward each other and the first to swerve loses. It’s a tactic, not a case, and shouldn’t be confused with the Frigaliment decision when someone refers to “the chicken case.”