FUNKYLOWLIVE

  First, I will briefly go through the facts of this two cases.  Second, I will try to fine the definition of  terms of ambiguity and vagueness and what they meant in this two cases in legal perspective.  Finally, in the end of each sections of the holdings from the court, I will try to provide the opinion of my own.

I.        Ambiguity and Vagueness

i.         Definition

  A word is ambiguous when it has two entirely different connotations so that it may be at the same time both appropriate and in appropriate.  A word is vague is when its applicability in marginal situations is uncertain.

ii.       Issues and Holdings in Frigaliment Importing Co. v. B.N.S. International Sales Corp. Case

  In the first paragraph, the court clearly said that the issue in this case is, what is the chicken?  Plaintiff says “chicken” means a yound chicken, suitable for broiling and frying. Defendant says “chicken” means any bird of that genus that meets contract specification on weight and quality, including what it calls “stewing chicken”.   Since the word chicken standing alone is ambiguous, the court develops a test for examining this situation.  First to see whether the contract itself offers any aid to its interpretation. 

  The plaintiff’s first argument is that the smaller(less weight) bird neceessarily had to be young chicken since the older birds do not come in that size, hence the heavier birds must likewise be young.  To argu, defendant notes that the contract called not simply for chicken but for “US Fresh Frozen Chicken, Grade A, Government Inspected”, which provieds some rules to follow rather than the some logical interpretation.  Therefore, the contract thereby incoporated by reference the Department of Agriculture’s regulations, which means this contract could not be interprete arbitrary, it has to follow what states in the contract.  To the plaintiff’s argument, the court thinks it is unpersuasive.  By support this, it raises an example- a contract for “apples” of two different sizes could be filled with different kinds of apples even though only one species came in both sizes. 

  Second argument for the plaintiff is that the reason uses the English word “chicken” in the contract is because it understood “chicken” meant young chicken whereas the German word, “Huhn,” included both “Brathuhn”(broilers) and “Suppenhuhn”(Stewing chicken).  The problem of vagueness is arised.  Both parties think they are agreeable in the same thing-chicken.  But this is only what appears to be.  Both parties appears to be agree in the chicken, however, the defendant thinks chicken is any kind of bird fits the contract specification; on the other hand, the plaintiff thinks only suitable for broiling and frying is chicken. Despite of the cultural differences and language gap, the best way to avoid this kind of problem is to provide sufficient information on the contract, to specify the detail in the description of the merchandize. 

  The third argument from plaintiff is that there was a definte trade usage that “chicken” meant “young chicken”.  Defendant showed there is a principle that “when one of the party is not a member of the trade or other circle, his acceptance of the standard must be made to appear” by proving either that he had actual knowledge of the usage or that the usage is “so generally known in the community that his actual individual knowlede of it may be inferred.”[FN1]  The law of New York demands a showing that “the usage is of so long continuance, so well established, so notorious, so universal and so reasonable in itself, as that the presumption is violent that the parties contracted with reference to it, and made it a part of their agreement.”[FN2]In order to prove there is a definite trade usage, the plaintiff endeavored to establish such a usage by the testimony of three witness. 

  First witness, Strasser, testified that “ on chicken I would definitely understand a broiler.” Second witness, Niesielowski, testified that “chicken” meant “the male species of the poultry industry.  That could be a broiler, a fryer or a roaster.”  Third witness, Dates, an employee of Urner-Barry Company, which publishes a daily market report on the poultry trade, gave his view of trade meaning of “chicken” is “broilers and fryers.”  In addition to his opinion in testimony, plaintiff relied on the fact that the Urner-Barry service, the Journel of Commerce, and Weinberg Bro. & Co. of Chicago, a large supplier of poultry, published quotation in a manner which distinguish between “chicken”, comprising broilers, fryers and certain other catagories, and “fowl”, which the defendant acknowleged.  This discovery may be crucial because it indicated that the defendant could possiably know that “chicken” is “broilers and fryers.” 

  To respond, the defendant also provides several witnesses.  Weininger, who operates a chicken eviscerating plant, testified “Chicken is everything except a goose, a duck, and a turkey.  Everything is a chicken, but you have to specify what category you want. Another witness, Fox, testified that “in the trade chicken would encopass all the various classifications.  Sadina, who conduct a food inspection servie, testified that he would consider any bird coming within the classes of chicken in the Department of Agriculture’s regulations to be a chicken.  In addition, the defendant claims that the definition of “Chicken” is not as narrow as what plaintiff has alleged according to the General Services Administration and Statistic of the Institute of American Poultry Industries .  Defendant argus, that the contract incorporated these regulation by reference.  To this point, plaintiff argus that the contract provision related simply to grade and Gorvernment inspection and did not incorporate the government definition of “Chicken,” and also that the definition in the regulation is ignored in the trade.  However, there is force in defendant’s argument that the contract made the regulation a dictionary, particularly since the reference to Government grading was already in plaintiff’s initial cable.  Defendant makes a further argument based on the impossibility of its obtaining broilers and fryers at the lower price. The court adopted the reasonable point of view, which indicated that the defedant would not deliberately to incur a loss in the transcation. In other word, the plaintiff must have expected defendant to make some profit out of the transcation. 

  When all the evidence is reviewed, it shows that it is not important to determine whether defendant or plaintiff’s intent favors a particular party but to see whether one party’s intent meets what a contract is supposed to be.     

Furthermore, plaintiff asserts it to be equally plain that plaintiff’s own subjective intent was to obtain broilers and fryers; the only evidence against this is the material as to market price and this may not have been suportive enough.  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.

  In summary, when ambguity is involved in the contract, the contractual interpretation becomes a long process of digging out the true meaning of the parties, both objectively and subjectively.  Therefore, one party bears the burden to prove what it thinks at the point of reaching a agreement; the other party also bears the burden to prove what it thinks at the point of reaching a agreement.  But, the intention at the time of agreement seems not crucial in the contractual relationship. The most important thing is what has truly shown in the written contract.  The wriiten agreement provides not only rules for both parties to follow but also for the references in the dispute when it presents to the court.  Therefore, we must carefully choose the language we use and the possible meaning that could be interpreted.

iii.      Issues and Holding in Raffles v. Wichelhaus Case

  There is a contract between plaintiff and defendant, which states that said agreement and the delivery of merchandise is to be shipped by the ship called Peerless, which sailed from Bombay .  It does not state the time of the shippment.  When there are two ships called Peerless and both are sailed from Bombay , there can be a problem. 

  The contract was for the sale of a number of bales of cotton of a particular description, which the plaintiff is ready to deliver.  The court finds that it is immaterial by what ship the cotton was to arrive when two ship have the same name-Peerless.  The court points out that the words “to arrive ex Peerless” only mean that if the vessel is lost on the voyage, the contract is to be at an end.[FN3] Since what matters is the sale of cotton on board a ship of that name, then what ship is to arrived does not matter,[FN4]which there may be a contract.  And there will be an issue only if when the time of delivery is stated.  The final ruling is that two party did not agree in the same thing, there is no contract.

  There is a opinion which finds that there is nothing on the face of the contract show that any particular ship called the “Peerless” meant; but the moment it appears that two ship called the “Peerless” were about to sail from Bombay there is a latent ambiguity, and parol evidence may be given for the purpose of showing that the defendant meant one “Peerless” and the plaintiff another.  In this situation,  there is no meeting of minds for the making of this contract.  When lacking of mutual assents, there is no binding contract.

  In Summary,  if there is no clue in the written contract, then both part have to bear the burden to prove what each other’s true intention is, which is hardly possible.  When it comes the questions of “proving each others’ intention” , then there is no meeting of minds, no contract has been formed.  All in all, if both party would like to continue the contractual relationship, then they can start over again.  It goes back to the basic principle of the contract-freedom of the contract.