After Newman decides to let Jerry attend his Millennium New Year’s party so that he can get himself… a-lot-of-Elaine, Jerry pops in a hole in the balloon of Newman’s party of a lifetime by pointing out that Newman booked Christopher Cross for the wrong year.
Jerry’s argument is as follows. Since there was no year 0, the calendar begins with year 1. Thus, the “Millennium New Year” is actually December 31, 2000, rather than December 31, 1999. Jerry is making a rather technical argument here. He is interpreting “Millennium New Year” to be the literal 2000th New Year, rather than the colloquial understanding of December 31, 1999. Therefore, even though when Newman booked that revolving restaurant around Times Square in 1978 he was intending to book for December 31, 1999, by the literal interpretation of his words he was actually booking it for December 31, 2000. Is he right? Is Newman’s party of a lifetime going to actually be, quite lame?
One way of looking at this would be the objective vs subjective contract interpretation. Typically, the objective meaning of a word or phrase would overrule the subjective meaning, since how could one party know the subjective understanding or intention of the other party. The obvious exception though is if one of the parties to the contract has reason to know of the subjective understanding of the other party. Here, Jerry may be correct that the objective understanding of “Millennium New Year” is December 31, 2000. But, Newman’s subjective understanding was for 1999. And Newman’s subjective isn’t all that unreasonable. In this case, our opinion is that the Times Square restaurant should be aware of Newman’s subjective opinion, i.e. that he wanted to book it for New Years eve 1999. Therefore, under this contractual principle, Newman would win.
Another principle of contract interpretation is the concept of Contra Proferentem: that ambiguous terms in a contract should be interpreted against the drafter and in favor of the other party. Now, while we don’t know who the drafter of the contract here is for sure, it is safe to say that the Times Square restaurant would have drafted the contract and Newman merely would have signed it when he booked the restaurant. Therefore, under this principle as well, the contract should be interpreted against the restaurant, and, if they tried to make a claim that Newman booked the wrong year, a court would once again likely rule in Newman’s favor.
A third Contracts principle falls in Newman’s favor as well: the concept of reasonable expectations. It would be quite reasonable for Newman to expect that booking the “Millennium New Year” meant the party of a lifetime year that everybody was celebrating on December 31, 1999. Once again, Newman would win based on this contract interpretation.
Another interpretative principle to consider is the Parole Evidence Rule (a larger topic that we will discuss more fully another time) – which would allow Neman to present extrinsic evidence about his interpretation of what the “Millennium New Year” means. For instance, if there were conversations about the specific date between Newman and the restaurant then those conversations could be admitted as evidence to show what date both parties understood “Millennium New Year” to mean. If Christopher Cross was booked for the specific date of December 31, 1999, and the restaurant was aware of the booking, then this could count as evidence as well because it would show that Newman intended “Millennium New Year” to mean December 31, 1999 and the restaurant knew that Newman thought “Millennium New Year” meant December 31, 1999.
Something to keep in mind, though, is that actions taken independently by Newman outside of the contract negotiation would have no bearing on the contract interpretation. For instance, had Newman taken Kramer’s initiative and started stocking up on folding chairs and cubed ice, that would not necessarily have any impact on determining the meaning of “Millennium New Year.” However, if Newman were to order chairs and ice to be delivered to the Times Square for December 31, 1999, and the restaurant knew about it and signed off and helped coordinate the delivery, then those correspondences and/or invoices could be treated as pieces of evidence under the Parole Evidence rule.
One last thing to point out is that Kramer is much more specific with his language in this episode than Newman is. For instance, he refers to his party as taking place on New Years 1999 and talks about the 21st century. Newman, however, only uses phrases like next Millennium or Millennium New Year. Hypothetically, this could refer to the year 3000! While it is quite clear that had Newman been more specific with his language, like Kramer, he could’ve avoided all this confusion, our conclusion is that if Elaine is looking for someone warm and cuddly at midnight on January 1, 2000, Newman won’t be too far behind.