Republican Nat. Committee v. Taylor, 00-7210.

• Decision Date: 20 August 2002
• Docket Number: No. 00-7210.,No. 00-7211.,00-7210.,00-7211.
• Parties: REPUBLICAN NATIONAL COMMITTEE and Haley Barbour, Appellees, v. Gene TAYLOR, et al., Appellants.
• Court: U.S. Court of Appeals — District of Columbia Circuit

Page 887

299 F.3d 887

REPUBLICAN NATIONAL COMMITTEE and Haley Barbour, Appellees, v. Gene TAYLOR, et al., Appellants.

No. 00-7210.

No. 00-7211.

United States Court of Appeals, District of Columbia Circuit.

Argued May 3, 2002.

Decided August 20, 2002.

Appeals from the United States District Court for the District of Columbia (No. 97cv00691).

Lawrence R. DeMarcay III argued the cause for appellant Gene Taylor. With him on the briefs was George J. Fowler III. Bruce E. Aitken entered an appearance.

Charles P. Resor argued the cause pro se.

Thomas W. Kirby argued the cause for appellees. With him on the brief was Jan W. Baran.

Before: EDWARDS, HENDERSON, and GARLAND, Circuit Judges.

Opinion for the Court filed by Circuit Judge GARLAND.

GARLAND, Circuit Judge:

After publishing an offer to pay one million dollars to the first person who could demonstrate that a statement about Republican plans for Medicare spending was false, the Republican National Committee (RNC) denied all claims for the prize. Two of those claims are now before this court. The RNC prevailed in the district court on its motion for summary judgment, and we affirm.

I

In December 1995, the Republican National Committee ran an advertisement in the newspapers USA Today and Roll Call. The ad is reproduced at the end of this opinion, and we summarize its most salient features here. Prominently featured at the top of the ad is a photograph of Haley Barbour, then chair of the RNC, holding an oversized check for one million dollars, payable to "your name here." Next to and below Barbour's image, the following text appears:

Heard the one about Republicans `cutting' Medicare? The fact is Republicans are increasing Medicare spending by more than half. I'm Haley Barbour, and I'm so sure of that fact I'm willing to give you this check for a million dollars if you can prove me wrong.

The advertisement goes on to assert that under the Republican plan, the government would increase Medicare spending over the next seven fiscal years, culminating in a 2002 expenditure 62% higher than that in 1995. In the bottom right portion of the ad, framed in a border to look like a coupon, the following appears:

                                 MILLION DOLLAR
                               MEDICARE CHALLENGE
                          HERE'S WHY YOU HAVE NO CHANCE
                            FOR THE MILLION DOLLARS
                   The Republican National Committee will
                   present a cashier's check for $1 million to the
                   first American who can prove the following
                   statement is false: "In November 1995, the
                   U.S. House and Senate passed a balanced
                   budget bill. It increases total federal
                   spending on Medicare by more than 50%
                   from 1995 to 2002, pursuant to
                   Congressional Budget Office standards."
                   Responses must be postmarked by December
                   20, 1995
                

The ad then invites readers who disagree with the bold text in quotation marks (the "Challenge Statement") to check a box labeled "I don't believe you, Haley" and return the coupon with their analyses of "why you are wrong" to the RNC's Washington, D.C. address.

Approximately eighty people across the country did not believe Haley and mailed in claims for the million-dollar prize. The RNC responded to each claimant by sending him or her a form letter rejecting the claim as incorrect, and enclosing a Congressional Budget Office report. After one rejected claimant filed a breach of contract suit in the Superior Court of the District of Columbia, the RNC and Barbour (hereinafter the RNC) posted a million-dollar bond and filed a statutory interpleader action against all of the claimants in the United States District Court for the Southern District of Mississippi, pursuant to 28 U.S.C. §§ 1335, 2361. The Mississippi district court subsequently determined that Washington, D.C. was the more appropriate forum, and transferred the interpleader action to the United States District Court for the District of Columbia, pursuant to 28 U.S.C. § 1404(a). Republican Nat'l Comm. v. Taylor, No. 4:97CV5LN (S.D. Miss. Mar. 19, 1997) (hereinafter Mississippi Decision).

When the case was transferred to the federal district court in this district, a number of the original interpleader defendants failed to press their claims, and their cases were dismissed. One claimant settled with the RNC. The RNC then moved for summary judgment against the remaining claimants, on two principal grounds: (1) that the advertisement was merely a "parody" and not binding on the RNC; and (2) that even if the ad were an offer to contract, the Challenge Statement was not false. Although the court rejected the first argument, it accepted the second and granted summary judgment against all of the claimants. Republican Nat'l Comm. v. Taylor, No. 97-0691 (D.D.C. July 6, 2000) (hereinafter District Court Decision).

Only four claimants appealed the grant of summary judgment. One appeal was dismissed because the appellant failed to file a timely notice of appeal. Another panel of this court summarily affirmed the judgment against a second. The appeals of the remaining two claimants, Representative Gene Taylor and Charles P. Resor, are addressed in this opinion.¹

II

We review a grant of summary judgment de novo, affirming only if there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Levitan v. Ashcroft, 281 F.3d 1313, 1317 (D.C.Cir.2002) (citing FED.R.CIV.P. 56(c)). As an initial matter, we must determine which jurisdiction's law applies. None of the parties addressed this question in their briefs, relying instead on "the general law of contracts" and citing decisions from a myriad of state and federal courts.

In a case like this one, in which jurisdiction is founded on the diversity of the parties' citizenship, we apply the choiceof-law rules of the forum state. Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 1021, 85 L.Ed. 1477 (1941); Young Women's Christian Ass'n v. Allstate Ins. Co. of Canada, 275 F.3d 1145, 1150 (D.C.Cir.2002). The fact that the RNC filed the case under the federal interpleader statute, 28 U.S.C. § 1335, does not change the analysis as that statute rests on diversity jurisdiction. Griffin v. McCoach, 313 U.S. 498, 503, 61 S.Ct. 1023, 1025, 85 L.Ed. 1481 (1941) (applying forum state's choice-of-law rules in statutory interpleader action); see Whirlpool Corp. v. Ritter, 929 F.2d 1318, 1320-21 (8th Cir. 1991). Moreover, although this case was transferred to the federal district court for the District of Columbia, we continue to apply the choice-of-law rules of the state — Mississippi — in which the case was originally filed. Ferens v. John Deere Co., 494 U.S. 516, 518-19, 110 S.Ct. 1274, 1277-78, 108 L.Ed.2d 443 (1990); Van Dusen v. Barrack, 376 U.S. 612, 639, 84 S.Ct. 805, 820-21, 11 L.Ed.2d 945 (1964).

In deciding choice-of-law questions, Mississippi applies the "center of gravity" test. Sheppard Pratt Physicians, P.A. v Sakwa, 725 So.2d 755, 757 (Miss.1998) (citing RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 188 (1971)); see Gann v. Fruehauf Corp., 52 F.3d 1320, 1324 (5th Cir.1995). As best we can determine from the record, the jurisdiction that is the center of gravity of this case is the District of Columbia — the location of the RNC's headquarters, the place where one of the two newspapers carrying the advertisement is published, and the address to which all of the claims were mailed. Indeed, that was essentially the reason given by the Mississippi district court for transferring the case to the District of Columbia in the first place. See Mississippi Decision, slip op. at 9 ("[T]he clear focus of the events giving rise to this action was the District of Columbia, from which the `contest' or `challenge' was devised and published and to which all `contestants' or `challengers' sent their responses.").² Moreover, where, as here, the parties do not raise the choice-of-law issue either in the district court or on appeal, courts generally apply the law of the jurisdiction in which they sit. See, e.g., Cavic v. Grand Bahama Dev. Co., 701 F.2d 879, 882-83 (11th Cir. 1983); RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 136 cmt. h; EUGENE F. SCOLES & PETER HAY, CONFLICT OF LAWS § 12.19, at 426-27 (2d ed.1992). In any event, none of the parties cited any Mississippi cases in their briefs, and at oral argument none suggested any way in which Mississippi law differs from that of the District of Columbia on the issues that are relevant to our decision. We will therefore apply the contract law of the District in resolving this appeal.

III

In the district court, the RNC contended that its advertisement was intended merely as a parody, and not as a document that could bind it to make payment to a successful claimant. The district court rejected that contention, holding that the ad was "an offer for a valid unilateral contract, which anyone could have accepted by rendering performance in the manner indicated." District Court Decision, slip op. at 9.³ On appeal, the RNC does not dispute that holding. We therefore turn to the remaining question: the meaning of the contract offered by the RNC.

Under District of Columbia law, the meaning of a contract "is an issue for the finder of fact only if the contractual language is ambiguous, i.e., where its interpretation depends upon the credibility of extrinsic evidence or upon a choice of reasonable inferences from such evidence." Dodek v. CF 16 Corp., 537 A.2d 1086, 1092 (D.C.1988) (citations omitted).⁴ "Ambiguity exists only if the court determines that proper interpretation of the contract depends upon evidence outside the contract itself," and "[w]hether such ambiguity exists is a question of law for the court to determine." Id. at 1092-93. Where, as here, "[n]one of the parties ... contends that extrinsic evidence is at issue," but instead the parties "merely present[] two competing versions of what [they] intended by the disputed language," the contract's meaning is a question for the...