Also known as: susceptible to no reasonable interpretation · unambiguous · plain meaning
Written by attorneys · grounded in primary & secondary sources — see 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.
Select any source to read its text and confirm it supports the definition.
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.
Steven 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.
The 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…