Reference no: EM133158946

Read the synopsis of the case Gabriel v. Albany College in the "You Be the Judge" section of Chapter 12. Let's discuss this case, and how you think the court should rule.  Think about what constitutes a legal "offer" and a legal "acceptance" as explained in your chapter. Hit the internet if that helps. Think about how principles like fairness and reasonable expectation might be pitted against legal technicalities. Which way gives us more certainty in our business? Which way is better?

Kolodziej v. Mason774 F.3d 736 United States Court of Appeals for the Eleventh Circuit, 2014

Facts: Attorney James Mason represented Nelson Serrano, who was accused of killing four people in Central Florida. But Serrano had an alibi: On the day of the crime, hotel surveillance in Atlanta had captured him on video-both before and after the murders. The prosecution did not buy it. It maintained that Serrano had flown back and forth from Atlanta to Florida to commit the murders during a ten-hour span. But in order for this theory to hold, Serrano would have had to land, disembark, and travel back to his distant Atlanta hotel in just 28 minutes. (Quite a feat, as any Atlanta traveler would know.)

Mason argued that his client could not have committed the murders in this tight timeframe-and certainly could not have made it from the gate to the hotel in 28 minutes. Mason appeared on NBC's Dateline program, exclaiming: "I challenge anybody to show me-I'll pay them a million dollars if they can do it."

Enter Dustin Kolodziej, a Dateline-watching law student. Kolodziej interpreted Mason's words as an offer to form a contract, to make it off a plane in Atlanta and back to Serrano's hotel within 28 minutes in return for one million dollars. Kolodziej did successfully make the journey-and recorded it on his phone. He then demanded payment from Mason. Of course, Mason denied that the televised challenge was an offer, so the law student sued for breach of a unilateral contract. The lower court dismissed the suit, but the determined, budding lawyer appealed.

Issue: Did Mason make an enforceable offer for a unilateral contract?

Excerpts from Judge Wilson's Decision: Mutual assent is a prerequisite for the formation of any contract. We evaluate the existence of assent by analyzing the parties' agreement process in terms of offer and acceptance. The determination of whether a party made an offer to enter into a contract requires the court to determine how a reasonable, objective person would have understood the potential offeror's communication.

Mason's purported challenge does not indicate a willingness to enter into a contract. "I challenge anybody to show me-I'll pay them a million dollars if they can do it" appears colloquial. The exaggerated amount of "a million dollars"-the common choice of movie villains and schoolyard wagerers alike-indicates that this was hyperbole.

The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts. Applying the objective standard here leads us to the real million-dollar question: "What did the party say and do?" None of Mason's commentary gave the slightest indication that his statement was anything other than a figure of speech. In the course of representing his client, Mason merely used a rhetorical expression to raise questions as to the prosecution's case. We could just as easily substitute a comparable idiom such as "I'll eat my hat" or "I'll be a monkey's uncle" into Mason's interview in the place of "I'll pay them a million dollars," and the outcome would be the same. We would not be inclined to make him either consume his headwear or assume a simian relationship were he to be proven wrong; nor will we make him pay one million dollars here.

It is basic contract law that one cannot suppose, believe, suspect, imagine or hope that an offer has been made. No reasonable person would think, absent any other indicia of seriousness, that Mason manifested willingness to enter into a contract. With no assent, there is no actionable offer; with no offer, there is no enforceable contract.

Just as people are free to contract, they are also free from contract, and we find it neither prudent nor permissible to impose contractual liability for offhand remarks or grandstanding. We affirm the district court's judgment in favor of Mason.

Kolodziej v. Mason teaches us that not everything that sounds like an offer actually creates a contract. In the next section we will explore what makes a valid offer.

The contracting process begins with an offer. The person who makes an offer is the offeror. The person to whom he makes that offer is the offeree. An offer is a mighty thing: It gives the offeree the power to bind the offeror to a contract.

Two questions determine whether a statement is an offer:

Do the offeror's words and actions indicate an intention to make a bargain?

Are the terms of the offer reasonably definite?

Zachary says to Sharon, "Come work in my English language center as a teacher. I'll pay you $800 per week for a 35-hour week, for six months starting Monday." This is a valid offer. Zachary's words seem to indicate that he intends to make a bargain and his offer is definite. If Sharon accepts, the parties have a contract that either one can enforce.

In the following section, we present several categories of statements that are generally not valid offers.