Mike Lindell – the “My Pillow Guy” – makes pillows that are soft to touch and claims that are hard to prove. In 2021, Lindell announced that he had compiled evidence demonstrating that China had interfered in the 2020 presidential election. He was so confident in the evidence that he launched the Prove Mike Wrong Challenge, a contest with one goal: “Find proof that this cyber data is not valid data from the November Election. For the people who find the evidence, 5 million is their reward.”
Robert Zeidman, a software developer, travelled to Sioux Falls to participate in the contest, signed the contest Rules, and submitted a 15-page report that he believed met the “one goal” of the contest. The judges disagreed and denied Zeidman the $5 million. Because the Rules required disputes to be arbitrated, Zeidman then initiated an arbitration proceeding. The arbitration panel’s decision holds valuable lessons for anyone who drafts promotions rules (or other contracts).
We imagine that Lindell intended to run a contest in which he would give $5 million to anyone who could disprove his claims that China had interfered with the 2020 election. (We also imagine that Lindell thought no one would be able to disprove his claims and, therefore, that he would never have to pay the money.) That’s not quite what the contest announcement (above) or the contest Rules (below) stated, though. Here are two key provisions from the Rules:
- Participants will participate in a challenge to prove that the data Lindell provides, and represents reflects information from the November 2020 election, unequivocally does NOT reflect information related to the November 2020 election.
- Participants must submit all of their evidence in writing to a three member panel selected by Lindell who will determine whether the submission proves to a 100% degree of certainty that the data shown at the Symposium is not reflective of November 2020 election data.
Lindell’s attorney told the arbitration panel that he wrote the Rules “with input from cyber experts.” The record is silent as to whether he sought input from promotions law experts, but we have our guesses.
The panel noted that “contests and their rules are evaluated under general contract principles” and that the “intent of the parties is determined from the plain language of the written contract, so long as the agreement is clear and unambiguous.” Looking at the language of the rules, the panel determined that “the Contest did not require participants to disprove election interference.” Instead, “the contestants’ task was to prove the data presented to them was not valid data from the November 2020 election.”
The panel walked through Zeidman’s report and determined that he had, indeed, proven that the data he received as part of the contest was not valid data from the November 2020 election. (If you’re interested in the technical details, read the decision which explains that because the data wasn’t packet data, it could not be “related to the November 2020 election.”) Accordingly, the panel determined that Zeidman should be awarded $5 million in accordance with the contest Rules.
Whether you’re trying to achieve a lofty goal, like proving a global conspiracy, or something more mundane, like drafting promotion rules or another type of contract, this decision holds valuable lessons. Precision is important and you need to ensure that your terms (and any related ads) clearly say what you mean. Even a provision stating that you can resolve ambiguities in your “sole discretion” (as these rules stated) may not allow you to “redo” sloppy language.