Roley v. Google LLC

United States Court of Appeals for the Ninth Circuit · 2022 · Contracts

ContractsUnilateral contractsAdvertisements as offersofferunilateral contractadvertisementreward exceptiondefiniteness

Facts

Google sent Roley a "Photo Impact Email" inviting him to join its Local Guides program and stating that points for photos and other Google Maps contributions could unlock benefits like 1 TB of Google Drive storage. The sign-up process included an Enrollment Page and Program Rules, which stated that levels and benefits depended on how much local content a user contributed, but those three documents did not specify how much contribution was required to obtain the storage benefit. Roley joined the program, reached Level 4, redeemed the storage benefit, and then learned from Google that the upgrade lasted two years. He claimed the earlier communications constituted an offer of a free terabyte of storage for life.

Issue

Did the Photo Impact Email, together with the Enrollment Page and Program Rules, constitute an offer for a unilateral contract under California law for 1 TB of Google Drive storage, such that Roley accepted by performance? Also, could Roley's conversion claim survive after the contract theory failed?

Rule

Under California law, an offer is a manifestation of willingness to enter a bargain that would justify another person in understanding that assent is invited and will conclude it. Although advertisements are usually not offers, they may be offers in the reward context if, in clear and positive terms, they promise performance in exchange for requested conduct; to qualify as an offer for a unilateral contract, the communication must be sufficiently definite to let the offeree understand that a bargain is proposed and how the offeree may conclude it, inviting performance of a specific act without further communication and leaving nothing for negotiation.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

In Seattle, NovaTrail Fitness emailed Priya Desai: "Join our Explorer Club and log hikes in our app. Your activity can unlock premium perks like a free smartwatch, VIP meetups, and badge icons." The email linked to a signup page and club rules, but none of those materials stated how many hikes, miles, or points were required for the smartwatch.

If Priya joins, logs many hikes, and then sues claiming the email created a unilateral contract for a free smartwatch, what is the strongest argument against contract formation under California law?

Explanation. Under the majority opinion, a rewards-program communication can operate as an offer only if, in clear and positive terms, it promises performance in exchange for requested conduct and is sufficiently definite to show how the offeree may conclude the bargain. Here, the materials say activity can unlock perks, but they do not tell Priya what specific act or threshold earns the smartwatch. That means they neither inform her how to conclude the bargain nor invite performance of a specific act leaving nothing for negotiation.