Also known as: susceptible to no reasonable interpretation · unambiguous · plain meaning
Written by attorneys — see sources below.
A standard applied to classify a communication or document when it admits of only one reasonable construction.
Simon Stern received a detailed catalog from Sterling Manufacturing listing specific goods at fixed prices. He placed a large order, but Sterling refused, claiming the catalog was merely an invitation to negotiate. The court examined whether the catalog was susceptible of no reasonable interpretation other than as an offer to sell at the stated terms.
Sean Steele's will left property to my cousin John. Extrinsic evidence showed the testator had no cousin named John but had a nephew named John and a cousin named James. The court assessed whether the devise was susceptible of no reasonable interpretation other than naming the nephew.
Stella Shapiro created a trust that omitted a key tax-saving provision she had discussed with counsel. Clear and convincing evidence showed a mistake of law in drafting. The court determined whether the instrument was susceptible of no reasonable interpretation other than the intended tax objective before granting reformation.
Spencer Silver executed a will that mistakenly named the wrong charity due to a scrivener error. Clear and convincing evidence established both the mistake and his true intention. The court evaluated whether the text was susceptible of no reasonable interpretation other than the erroneous name before reforming it.
Sarah Sullivan's corporation ran a television ad during an election urging viewers to contact senators about a judicial nomination filibuster. The ad contained no explicit call to vote. The court assessed whether the ad was susceptible of no reasonable interpretation other than as an appeal to vote for or against a candidate.
Citizens United is a nonprofit corporation with an annual budget of about $12 million. Most of its funds come from donations by individuals, though it accepts a small portion from for-profit corporations. In January 2008, Citizens United released a 90-minute documentary film entitled Hillary: The Movie. The film mentions Senator Hillary Clinton by name and depicts interviews with political commentators, most of them critical of her. Hillary was released in theaters and on DVD, but Citizens United wanted to increase distribution by making the film available through video-on-demand. In December 2007, a cable company offered to make Hillary available on a video-on-demand channel called Elections '08 for a payment of $1.2 million. The proposal was to make the film available to viewers free of charge. To promote the video-on-demand offering, Citizens United produced two 10-second ads and one 30-second ad. Each ad includes a short statement about Senator Clinton followed by the name of the movie and the movie's website address. Citizens United desired to promote the offering by running the advertisements on broadcast and cable television within 30 days of primary elections. Before the Bipartisan Campaign Reform Act of 2002, federal law prohibited corporations from using general treasury funds to make independent expenditures that expressly advocate the election or defeat of a candidate in connection with certain federal elections. BCRA §203 amended the law to prohibit any electioneering communication. An electioneering communication is any broadcast, cable, or satellite communication that refers to a clearly identified candidate for federal office and is made within 30 days of a primary or 60 days of a general election when publicly distributed so that it can be received by 50,000 or more persons in a relevant state. Concerned about possible civil and criminal penalties for violating 2 U.S.C. §441b, Citizens United filed suit in the United States District Court for the District of Columbia in December 2007. It sought declaratory and injunctive relief, arguing that §441b is unconstitutional as applied to Hillary and that BCRA's disclaimer, disclosure, and reporting requirements are unconstitutional as applied to Hillary and the ads. The District Court denied Citizens United's motion for a preliminary injunction and granted the Federal Election Commission's motion for summary judgment. The Supreme Court noted probable jurisdiction. The case was reargued after the Court requested supplemental briefs addressing whether Austin v. Michigan Chamber of Commerce and the relevant portion of McConnell v. Federal Election Commission should be overruled.
View caseSteven Silva sought to register a trademark containing a term some found offensive. The PTO refused on disparagement grounds. The court examined whether the mark was susceptible of no reasonable interpretation other than as conveying a message that triggered the restriction.
Simon Tam serves as the lead singer of the rock group The Slants, whose members are Asian-Americans. He chose the name in an effort to reclaim the term and drain its denigrating force as a derogatory reference to Asian persons. The group has incorporated childhood slurs into its lyrics and titled albums including The Yellow Album and Slanted Eyes, Slanted Hearts. Tam filed an application with the Patent and Trademark Office seeking registration of THE SLANTS as a trademark. The PTO examining attorney rejected the application after applying a two-part analysis and concluding that a substantial composite of persons of Asian descent would find the mark offensive. The attorney cited dictionary definitions labeling the term as derogatory and evidence that the band's name had prompted cancellation of a performance along with negative comments from online readers. Tam appealed the denial first to the examining attorney and then to the Trademark Trial and Appeal Board, which upheld the refusal. Tam then brought the case before the Federal Circuit. Sitting en banc, that court reversed the Board. The Government petitioned for certiorari, and the Supreme Court granted review.
View caseThe standard is met only when the communication admits of solely one reasonable construction as an appeal to vote for or against a specific candidate. Direct evidence of subjective intent is not required. The test resolves doubtful cases in favor of protection as issue advocacy.
Reformation is available even for an unambiguous document when clear and convincing evidence shows a mistake and the donor's true intention. The standard helps determine whether the text itself is susceptible of no reasonable interpretation other than the mistaken term before reformation is granted.
Advertisements are not ordinarily offers unless they are susceptible of no reasonable interpretation other than as an offer to sell on the stated terms. Catalogs and price lists usually fail this test because they invite further negotiation rather than immediate acceptance.
…Respondent's suggestion would sweep all lawyers under the New York Times rule as officers of the court and distort the plain meaning of the "public official" category beyond all recognition. We decline to follow it. Respondent's characterization of petitioner as a public figure raises a different question. That…