By: Justin C. Carlin
Applying Florida law, the Eleventh Circuit Court of Appeals recently issued a decision (Kolodziej v. Mason, — F.3d —, 2014 WL 7180962) involving a fundamental question of contract law on somewhat interesting facts. A Texas criminal attorney (James Mason) handling a high-profile murder case asserted that it was impossible for his client to have committed certain murders in accordance with the prosecution’s suggested timeline. Specifically, he argued that his client would have had to get off a flight in Atlanta and travel to a La Quinta Hotel (several miles away) in only 28 minutes. Thus, Mason challenged the prosecution to prove that somebody could make that route and that he’d “pay them $1 million if they [could] do it.” Mason’s remarks were later featured in a television program on NBC, as follows: “I challenge anybody to show me—I’ll pay them $1 million if they can’t do it.”
A law student at the South Texas College of Law heard Mason’s (edited) remarks and interpreted the remarks as an offer to form a contract that could be accepted by performance. The law student from Texas went to Georgia and actually recorded himself traveling the route from the airport to La Quinta in less than 28 minutes. He then sent Mason a copy of the recording, along with the letter demanding payment of $1 million. Mason refused payment, and the law student sued both Mason and his law firm in federal court, alleging breach of contract. The trial court entered summary judgment in favor of Mason, and the law student appealed.
In affirming the trial court, the Eleventh Circuit found as follows:
We do not find that Mason’s statements were such that a reasonable, objective person would have understood them to be an invitation to contract, regardless of whether we look to the unedited interview or the edited television broadcast seen by Kolodziej. Neither the content of Mason’s statements, nor the circumstances in which he made them, nor the conduct of the parties reflects the assent necessary to establish an actionable offer—which is, of course, essential to the creation of an offer.
As a threshold matter, the “spoken words” of Mason’s purported challenge do not indicate a willingness to enter into a contract. See L & H Constr. Co., 55 So. 3d at 634. Even removed from its surrounding context, the edited sentence that Kolodziej claims creates Mason’s obligation to pay (that is, “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. As the district court noted, “courts have viewed such indicia of jest or hyperbole as providing a reason for an individual to doubt that an ‘offer’ was serious.” See Kolodziej v. Mason, 996 F. Supp. 2d 1237, 1252 (M.D. Fla. 2014) (discussing, in dicta, a laughter-eliciting joke made by Mason’s co-counsel during the interview). Thus, the very content of Mason’s spoken words “would have given any reasonable person pause, considering all of the attendant circumstances in this case.” See id.
Those attendant circumstances are further notable when we place Mason’s statements in context. As Judge Learned Hand once noted, “the circumstances in which the words are used is always relevant and usually indispensable.” N.Y. Trust Co. v. Island Oil & Transp. Corp., 34 F.2d 655, 656 (2d Cir. 1929); see Lefkowitz v. Great Minneapolis Surplus Store, Inc., 86 N.W.2d 689, 691 (Minn. 1957) (noting that the existence of an offer “depends on the legal intention of the parties and the surrounding circumstances”). Here, Mason made the comments in the course of representing a criminal defendant accused of quadruple homicide and did so during an interview solely related to that representation. Such circumstances would lead a reasonable person to question whether the requisite assent and actionable offer giving rise to contractual liability existed. Certainly, Mason’s statements—made as a defense attorney in response to the prosecution’s theory against his client—were far more likely to be a descriptive illustration of what that attorney saw as serious holes in the prosecution’s theory instead of a serious offer to enter into a contract.
Although the Eleventh Circuit declined to find that a contract had been formed, the Mason case reminds us that it is possible for a contract to be formed through words exchanged between strangers.
If you need to consult with a Fort Lauderdale contract lawyer regarding a breach of contract dispute or other contracts matter in Florida, then please contact our firm at (954) 440-0901 to schedule an appointment.